United States securities and exchange commission logo
September 3, 2020
Koichi Ishizuka
Chief Executive Officer
OFF Line International, Inc.
4-30-4F, Yotsuya
Shinjuku-ku, Tokyo, 160-0004, Japan
Re: OFF Line
International, Inc.
Registration
Statement on Form S-1
Filed August 7,
2020
File No. 333-242143
Dear Mr. Ishizuka:
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
Risk Factors
Risks Relating to Our Company and Our Industry, page 3
1. Please add a risk
factor disclosing any potential conflicts of interest that may arise from
the business activities
of the sole officer and director. In this regard, you state that Mr.
Ishizuka currently
serves as the chief executive officer of Photozou Co., Ltd., Photozou
Holdings, Inc. and
Photozou Koukoku Co., Ltd. Please also disclose the number of hours
per week that Mr.
Ishizuka will devote to the operations of the company.
Koichi Ishizuka
FirstName LastNameKoichi
OFF Line International, Inc. Ishizuka
Comapany 3,
September NameOFF
2020 Line International, Inc.
September
Page 2 3, 2020 Page 2
FirstName LastName
Currently, Koichi Ishizuka has a substantial voting power , page 4
2. Please revise your statements that Mr. Ishizuka has substantial voting
power and
substantial influence to state that Mr. Ishizuka has control over all
matters requiring
shareholder approval.
Risks Relating to the Company s Securities, page 5
3. Please tell us whether you plan to register your class of common stock
under the
Exchange Act. If you do not plan to file an Exchange Act registration
statement, such as
Form 8-A, before the effective date of your Securities Act
registration statement, include a
risk factor alerting investors that because your common stock will not
be registered under
the Exchange Act, you will not be a fully reporting company but only
subject to the
reporting obligations imposed by Section 15(d) of the Exchange Act.
The risk factor
should explain the effect on investors of the automatic reporting
suspension under Section
15(d) of the Exchange Act, as well as the inapplicability of the proxy
rules, Section 16 of
the Exchange Act and the majority of the tender offer regulations.
Please make similar
revisions to the disclosure under Reports to Security Holders on
page 14.
We may issue shares of preferred stock , page 5
4. Please disclose that the terms of any preferred stock authorized for
issuance by the board
of directors could have superior voting rights to the common stock.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 8
5. You state that currently your cash balances are not sufficient to fund
your operations for
any substantive period of time. Please revise to specifically disclose
the minimum period
of time that you will be able to conduct your planned operations using
currently available
cash resources. We refer you to FRC 501.03(a) and Section IV of SEC
Release No. 33-
8350.
Future Outlook, page 8
6. Please revise your disclosure to provide a more detailed discussion of
each of your
planned activities for the next 12 months. For example, discuss the
milestones necessary
to design and develop your proposed business, hire the necessary
personnel and conduct
your marketing campaign, among other steps. Please also disclose the
resources required
to complete each step of your business development, as well as the
challenges you
anticipate in implementing your business plan.
Koichi Ishizuka
FirstName LastNameKoichi
OFF Line International, Inc. Ishizuka
Comapany 3,
September NameOFF
2020 Line International, Inc.
September
Page 3 3, 2020 Page 3
FirstName LastName
Description of Business, page 9
7. Please disclose the amounts to be paid to Ueda Tsusho Ltd and
Scuderia-A Co. Ltd. in
U.S. Dollars. In addition, file the agreements with Ueda Tsusho Ltd
and Scuderia-A Co.
Ltd. as exhibits. Refer to Item 601(b)(10) of Regulation S-K.
Certain Relationships and Related Transactions, page 18
8. Please file the loan agreements with Mr. Ishizuka and OFF Line Co.,
Ltd. Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
Consolidated Financial Statements
Consolidated Statement of Operations and Comprehensive Loss , page F-4
9. You disclose basic and diluted net loss per common stock of 20,000,000
and a weighted
average number of common stock outstanding, basic and diluted of
(0.00). Please revise
to correct this apparent transposition.
Exhibits
10. Please revise to include a consent from M&K CPAs, PLLC for the
inclusion of their audit
report, dated August 7, 2020, on the financial statements of OFF Line
Japan CO., LTD. in
the registration statement.
General
11. You appear to be a shell company as defined in Rule 405, because you
appear to have
nominal operations and nominal assets. As such, you should disclose
that you are a shell
company on your prospectus cover page and add a risk factor that
highlights the
consequences of shell company status. Discuss the prohibition on the
use of Form S-8 by
shell companies, enhanced reporting requirements imposed on shell
companies, and the
conditions that must be satisfied before restricted and control
securities may be resold in
reliance on Rule 144. Also, describe the potential impact on your
ability to attract
additional capital through subsequent unregistered offerings.
12. Given the nature of the offering and that all of the shares being
offered are held by your
chief executive officer, it appears that the selling stockholder may
be acting as a conduit
for the company in an indirect primary offering. Please revise to name
the selling
stockholder as an underwriter. In the alternative, provide an analysis
of why you believe
this is not an indirect primary offering, taking into consideration
each of the factors
identified in Securities Act Rules Compliance and Disclosure
Interpretations 612.09, as
well as any other factors you deem relevant.
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.
Koichi Ishizuka
OFF Line International, Inc.
September 3, 2020
Page 4
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact David Edgar, Staff Accountant, at 202-551-3459 or
Melissa Kindelan,
Senior Staff Accountant at 202-551-3564 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeffrey Kauten, Staff
Attorney, at 202-
551-3447 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
FirstName LastNameKoichi Ishizuka Sincerely,
Comapany NameOFF Line International, Inc.
Division of
Corporation Finance
September 3, 2020 Page 4 Office of
Technology
FirstName LastName