United States securities and exchange commission logo
January 11, 2021
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
Amendment 1 to
Offering Statement on Form 1-A
Filed January 5,
2021
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 with
information so 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 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
[month, day, year] letter.
Amendment No. 2 to Form 1-A filed January 5, 2021
Audited Financial Statements for Period Ended December 31, 2019
Note 7. Subsequent Events, page 45
1. Your disclosure states
that subsequent events were evaluated through August 31, 2020,
the date on which
the financial statements were available to be issued. Since it would
appear that the
financial statements were not available to be issued prior to the September
4, 2020 audit opinion
date, please revise such disclosure to match the date of the audit
opinion. This comment
also applies to Note 6 of the interim financial statements on page
45 and to Note 7 of the
audited December 31, 2018 financial statements on page 46.
Robert Zummo
FirstName LastNameRobert
Zummo Flight Technologies Zummo
Corporation
Comapany
January 11,NameZummo
2021 Flight Technologies Corporation
January
Page 2 11, 2021 Page 2
FirstName LastName
Exhibits
2. We refer to Exhibit 1A-11 and note that the consent of Junaid Qazi,
CPA is dated October
5, 2020. In your next amendment, please include a currently dated
auditor s consent.
Please refer to Section 11(a)(i) in Item 17 of Form 1-A for guidance.
3. Please refer to Section 4.08 of Exhibit 1A-4, which states that "any
disagreement or matter
relating to this Agreement, the Shares, or the Platform, such
disagreement or matter shall
be exclusively submitted to the federal or state courts located in
Maricopa County,
Arizona." As currently written, it appears this provision could apply
to claims arising
under the Securities Act and the Exchange Act. As requested
previously, revise the
disclosure in the offering statement and this exhibit to make clear
whether the provision
applies to actions arising under the Securities Act or the Exchange
Act. 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 At claims, revise
the disclosure to state
that there is uncertainty regarding 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 this exhibit states this clearly and
consistently.
You may contact Dale Welcome at (202) 551-3865 or John Cash, Accounting
Branch
Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements
and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay
Ingram, Legal
Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Nicholas Antaki