United States securities and exchange commission logo
May 28, 2020
Timothy Austin Gard
President
Equitable Mineral & Development Inc.
4440 S. Piedras Drive, Suite 136
San Antonio, TX 78228
Re: Equitable Mineral &
Development Inc.
Registration
Statement on Form S-1
Filed May 1, 2020
File No. 333-237976
Dear Mr. Gard:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed on May 1, 2020
Cover Page
1. We note your disclosure
on your prospectus cover page and in your Plan of Distribution
section that as of the
date of this registration statement, (i) you expect to enter into an
administrative
agreement with a FINRA registered broker-dealer, and (ii) you had not
entered into any
posting agreements with any crowd funding websites, although you
expect to enter into a
posting agreement with a similar service provider selected by your
management, referring
to such service provider as "Portal Provider." Please describe to us
the services to be
provided pursuant to any such administrative agreement or posting
agreement in connection
with this registered offering. We may have further comments
when we review your
response.
2. We note your disclosure
on your prospectus cover page that you will attempt to have the
Timothy Austin Gard
FirstNameMineral & Development Inc.
Equitable LastNameTimothy Austin Gard
Comapany NameEquitable Mineral & Development Inc.
May 28, 2020
May 28, 2020 Page 2
Page 2
FirstName LastName
shares quoted on either the OTCQX or OTCQB. However, we also note your
disclosure
on page 14 that you plan to apply to have the shares quoted on the
Over-the-Counter
Bulletin Board. Please revise to reconcile such disclosures.
Summary of Prospectus, page 1
3. We note your disclosure on page 1 that you "are an energy company
engaged in the
acquisition, reworking, exploitation and/or development of oil and
natural gas properties
in the United States." Please revise to clarify whether you are
currently engaged in such
activities, or whether these are your future planned activities.
Risk Factors
Our directors and officers have rights to indemnification, page 15
4. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
any "derivative
action." We also note your disclosure that such provision does not
"preclude the exclusive
jurisdiction of the federal courts over all suits brought to enforce
any duty or liability
created by the Exchange Act of 1934 or the rules and regulations
thereunder, nor the
concurrent jurisdiction of federal and state courts over all such
matters under Section 22
of the Securities Act of 1933." Please revise your prospectus to
clearly state whether your
forum selection provision applies to actions arising under the
Securities Act or Exchange
Act. In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder. If
the provision applies to Securities Act claims, please also revise
your prospectus to state
that there is uncertainty as to whether a court would enforce such
provision and that
investors cannot waive compliance with the federal securities laws and
the rules and
regulations thereunder.
Please also ensure that the exclusive forum provision in your bylaws
is consistent with
your revised disclosure. For example, if this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please ensure that your
provision in your
bylaws states this clearly.
Use of Proceeds, page 17
5. Please explain the difference between "acquired projects" and "other
acquisitions" as
listed in your tabular disclosure, and for each, give a brief outline
of your
development costs. See Item 504 of Regulation S-K.
Timothy Austin Gard
FirstNameMineral & Development Inc.
Equitable LastNameTimothy Austin Gard
Comapany NameEquitable Mineral & Development Inc.
May 28, 2020
May 28, 2020 Page 3
Page 3
FirstName LastName
Plan of Operation, page 21
6. Please update your referenced oil and gas prices under "Overview." In
addition, please
update your disclosure provided under "Market Conditions."
Directors, Executive Officers, Promoters and Control Persons, page 34
7. Please disclose the business experience during the past five years for
Mr. Gard, and also
explain the business of K&N Management of which Mr. Nolan is disclosed
as a co-owner
since 1994. See Item 401(e) of Regulation S-K.
Executive Compensation, page 38
8. Please disclose the material terms of your consulting agreement with
Austin Gard that you
filed as Exhibit 10.2. In addition, please reconcile your disclosure
that you have not paid
Mr. Gard compensation through March 31, 2020 with Section 3 of the
agreement, which
appears to provide for $1,000 to be paid to Mr. Gard per month.
Security Ownership of Certain Beneficial Owners and Management, page 40
9. We note references throughout your filing, including in your tabular
disclosure of
beneficial ownership, to a "Timothy Austin Nolen." Please clarify
throughout if your
Chief Executive Officer is named Timothy Austin Nolen or Timothy
Austin Gard.
10. You disclose that as of March 31, 2020, there were 20,000,000 shares
of your common
stock issued and outstanding. For each of the two shareholders
disclosed in the table, you
disclose each beneficially owns 10,000,000 shares, or 10%. Please
revise the percentages
disclosed in the percent of class column to calculate the percentages
on the basis of the
amount of outstanding securities. See Instruction 1 to Item 403 of
Regulation S-K.
Note 5. Promissory Note Payable, page 55
11. Your disclosure on page 23 suggests that the promissory note described
herein is a loan
from a member of the Board of Directors. If so, revise to provide
disclosure pursuant to
Rule 4-08(k) of Regulation S-X and FASB ASC 850-50. In addition,
ensure that your
disclosures of the material terms of the note are consistent
throughout the filing.
Signatures, page 59
12. If Brian Nolen currently serves as a director, please ensure that he
signs the registration
statement in such capacity. Refer to Instructions to Signatures in
Form S-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
Timothy Austin Gard
Equitable Mineral & Development Inc.
May 28, 2020
Page 4
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Wei Lu at (202) 551-3725 or Ethan Horowitz, Accounting
Branch
Chief, at (202) 551-3311 if you have questions regarding comments on the
financial statements
and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Laura
Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
FirstName LastNameTimothy Austin Gard Sincerely,
Comapany NameEquitable Mineral & Development Inc.
Division of
Corporation Finance
May 28, 2020 Page 4 Office of Energy &
Transportation
FirstName LastName