United States securities and exchange commission logo
November 16, 2020
Robert Zummo
Chairman and Chief Executive Officer
Zummo Flight Technologies Corporation
8311 East Via de Ventura, Suite 2082
Scottsdale, AZ 85258
Re: Zummo Flight
Technologies Corporation
Offering Statement
on Form 1-A
Filed October 20,
2020
File No. 24-11347
Dear Mr. Zummo:
We have reviewed your offering statement and have the following
comments. In some of
our comments we may ask you to provide us information so that we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response. After reviewing any amendment to your offering statement and
the information that
you provide in response to these comments, we may have additional
comments.
Offering Statement on Form 1-A filed October 20, 2020
General
1. Present an exhibit
index at the beginning of Part III of the Form 1-A. See Item 16(a) of
Part III of Form S-1.
2. Each exhibit must be
listed in the exhibit index. Additionally, each exhibit must be listed
according to a discrete
number. Note that you may not use "96" as the number
for multiple exhibits.
See Item 16(b) of Part III of Form 1-A, and revise.
3. File your articles of
incorporation as currently in effect and any amendment to them as
exhibits to the
offering statement. See Item 17.2 of Part III of Form 1-A.
4. The offering statement
must be signed by the issuer, its principal executive officer,
principal financial
officer, principal accounting officer, and a majority of its board of
directors or other
governing body. Additionally, if a person occupies more than one of the
Robert Zummo
FirstName LastNameRobert
Zummo Flight Technologies Zummo
Corporation
Comapany 16,
November NameZummo
2020 Flight Technologies Corporation
November
Page 2 16, 2020 Page 2
FirstName LastName
specified positions, for example, principal financial officer and
principal accounting
officer, he must specify each position in which he is signing the
offering statement. See
Signatures and the Instructions to Signatures on Form 1-A, and revise.
Part I
Item 1. Issuer Information Financial Statements, page 1
5. Please update your balance sheet and income statement information for
the most recent
period provided in your offering statement which appears to be as of
and for the period
ended June 30, 2020.
Part II
Cover Page of Offering Circular, page 1
6. Disclosure that the offering will terminate at the earlier of (i) the
discretion of the
company's board of directors or (ii) 12 months from the effective date
is inconsistent with
disclosure contained in one of the capitalized legends on the cover
page of the offering
circular that the offering will terminate within two years from the
initial qualification
date. Please reconcile the disclosures.
7. You repeat at the bottom of the cover page of the offering circular
the two legends which
are at the top of the cover page of the offering circular. Please
include the two legends
only once. Additionally, other than the legend required by Rule 253(f)
of Regulation A
or a legend required by the law of any state in which the securities
are to be offered, move
legends or paragraphs in capitalized format from the front cover page
of the offering
circular to some other place in the offering circular after the table
of contents and
summary and risk factors sections. See Part II (a)(3) and Item 1(g) of
Part II of Form 1-
A. Note that you must limit the cover page of the offering circular to
one page. See Item
1 of Part II of Form 1-A.
8. Identify on the cover page the disclosure format being followed in the
offering circular.
See Part II(a)(1) of Form 1-A.
Plan of Distribution, page 15
9. State briefly the facts relied upon to make the exemption under
Exchange Act Rule 3a4-1
available.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
31
10. Please expand your disclosures to provide MD&A also for the interim
period ended June
30, 2020 pursuant to Part II, Model B, Item 9 of Form 1-A of
Regulation A.
Legal Proceedings, page 37
11. Describe briefly the criminal charges to which Mr. Robert Zummo plead
guilty.
Robert Zummo
FirstName LastNameRobert
Zummo Flight Technologies Zummo
Corporation
Comapany 16,
November NameZummo
2020 Flight Technologies Corporation
November
Page 3 16, 2020 Page 3
FirstName LastName
Audited Financial Statements for the Period Ended December 31, 2019
Independent Accountant Audit Report, page 42
12. We note that the audit report does not contain the signature of your
independent
accountant, the date of the report, or the city and state where issued
as required by Rule 2-
02 of Regulation S-X. Please have your independent accountant revise
its audit report as
appropriate. This comment applies also to the audit report for the
period ended December
31, 2018 on page 43.
Interim Financial Statements for the Period Ended June 30, 2020, page 42
13. Please revise your interim statement of operations to present also the
comparable period of
the preceding year as provided by Rule 8-03 of Regulation S-X. This
comment applies
also to your interim statement of cash flows.
14. Please revise your offering statement to provide footnote disclosures
for the June 30, 2020
interim period pursuant to Rule 8-03(b) of Regulation S-X.
Ex1A-4
Subscription Agreement
Section 4.2 - Governing Law, page 1
15. Disclosure stipulates that an investor must submit to the nonexclusive
jurisdiction of state
and federal courts located in Maricopa County, Arizona for all legal
proceedings arising
out of or relating to the subscription agreement. Revise the
disclosure here and in the
offering circular to make clear whether this provision applies to
actions arising under the
Securities Act or the Exchange Act. 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 its rules and regulations 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 its rules and
regulations. If
this provision applies to Securities Act claims, revise the disclosure
in the offering circular
to state that there is uncertainty on whether a court would enforce
the provision and that
investors cannot waive compliance with the federal securities laws and
their rules and
regulations. If this provision does not apply to actions arising under
the Securities Act or
the Exchange Act, ensure that the provision and the disclosure in the
offering circular both
state this clearly.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
before qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
Robert Zummo
Zummo Flight Technologies Corporation
November 16, 2020
Page 4
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Dale Welcome, Staff Accountant, at (202) 551-3641 or W.
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with
any other
questions.
Sincerely,
FirstName LastNameRobert Zummo
Division of Corporation
Finance
Comapany NameZummo Flight Technologies Corporation
Office of Manufacturing
November 16, 2020 Page 4
cc: Nicholas Antaki
FirstName LastName