United States securities and exchange commission logo
December 21, 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
Pre-qualification
Amendment 1 to Offering Statement on Form 1-A
Filed December 9,
2020
File No. 24-11347
Dear Mr. Zummo:
We have reviewed your amended 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.
Pre-qualification Amendment 1 to Offering Statement on Form 1-A filed
December 9, 2020
Interim Financial Statements, page 44
1. Your statement of
operations for the period ended June 30, 2019, which is inserted in Pre-
qualification Amendment
1, is identical to the statement of operations for the period ended
June 30, 2020. Please
revise your statement of operations for the six months ended June
30, 2019 as
appropriate.
2. As requested in prior
comment 14, please revise your offering statement to provide
footnote disclosures
for the June 30, 2020 interim period pursuant to Rule 8-03(b)(1) of
Regulation S-X.
Exhibit Index, page 47
Robert Zummo
FirstName LastNameRobert
Zummo Flight Technologies Zummo
Corporation
Comapany21,
December NameZummo
2020 Flight Technologies Corporation
December
Page 2 21, 2020 Page 2
FirstName LastName
3. The number assigned to an exhibit in the exhibit index should
correspond to the number
assigned to the exhibit filed on the EDGAR system. For example, the
number assigned to
the articles of incorporation in the exhibit index is 2.1, whereas the
number assigned to
the exhibit filed on the EDGAR system is EX1A-2A. Additionally, the
title assigned to an
exhibit in the exhibit index should correspond to the title assigned
to the exhibit filed on
the EDGAR system. For example, the title assigned to Exhibit 2.1 in
the exhibit index is
"Articles of Incorporation," whereas the title assigned to the exhibit
filed on the EDGAR
system is "Charter." Please revise.
EX1A-2A
Articles of Incorporation, page 1
4. The articles of incorporation filed as EX1A-2A do not appear to be the
company's articles
of incorporation currently in effect. For example, the articles of
incorporation do not list
the class and total number of shares of each class that the company is
authorized to issue,
whereas disclosure in the offering circular states that the company
has Class A common
stock outstanding and is offering Class B common stock. Please file
your articles of
incorporation currently in effect and any amendment as exhibits to the
Form 1-A.
EX1A-4
Subscription Agreement
Sections 3.02((a) and 4.08, page 4
5. Disclosure in Section 3.02(a) of the revised subscription agreement
that the arbitration
provision is not applicable to any claims arising under the federal
securities laws is
inconsistent with disclosure in Section 4.08 of the revised
subscription agreement that
"enforceability of arbitration provisions...shall be exclusively
submitted to the federal or
state courts located in Maricopa County, Arizona." Please reconcile
the disclosures.
Additionally, as requested previously, revise the disclosure to make
clear whether the
provision applies to actions arising under the Securities Act or the
Exchange Act. We
note that Section 27 of the Exchange Act creates exclusive
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 the provision applies
to Securities Act
claims, revise the disclosure 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 the provision does
not apply to actions
arising under the Securities Act or the Exchange Act, ensure that the
subscription
agreement states this clearly and consistently.
You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 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
Robert Zummo
Zummo Flight Technologies Corporation
December 21, 2020
Page 3
(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
December 21, 2020 Page 3
cc: Nicholas Antaki
FirstName LastName