United States securities and exchange commission logo
April 5, 2021
Deanna Johnson
Chief Executive Officer
Fuel Doctor Holdings, Inc.
410 Louisiana Street
Vallejo, CA 94590
Re: Fuel Doctor
Holdings, Inc.
Registration
Statement on Form 10-12G
Filed March 8, 2021
File No. 000-56253
Dear Ms. Johnson:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Registration Statement on Form 10-12G filed March 8, 2021
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Principal Stockholders, page 8
1. Please amend your
disclosure to identify the natural person(s) with voting and/or
dispositive power over
the shares owned by Friction & Heat, LLC. Please also provide
the addresses of the
entities listed in the table. See Item 403(a) of Regulation S-K.
Item 7. Certain Relationships and Related Transactions., page 10
2. We note your references
throughout your filing and in your financial statements to loans
with related parties.
Please amend your disclosure to describe the material terms of any
loans with related
parties for the periods presented in your filing, including the identity of
the parties and the
amount of the loan. See Item 404(a) of Regulation S-K.
Deanna Johnson
FirstName
Fuel DoctorLastNameDeanna
Holdings, Inc. Johnson
Comapany
April NameFuel Doctor Holdings, Inc.
5, 2021
April 25, 2021 Page 2
Page
FirstName LastName
Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and
Related
Stockholder Matters.
(a) Market Information, page 10
3. You disclose that your common stock trades on the OTC Pink. Please
amend your
disclosure here to inform investors that the OTC Pink includes
warnings to "STOP"
and that your common stock is "Dark or Defunct," and describe for
investors the meaning
of such designations.
(d) Equity Compensation Plan Information, page 10
4. We note your disclosure that "the Company has granted shares of
restricted stock to its
officers, directors and others for services periodically and as part
of some of the officers
employment agreements." However, your disclosure on page 9 states that
"[t]he
Company does not have employment agreements with any of its officers
or directors," and
your Summary Compensation table and other executive compensation
disclosure does not
include a discussion of restricted stock awards. Please amend your
filing to reconcile
these disclosures.
General
5. We note your disclosures that "[n]o revenue has been generated by the
Company,"
and "[i]t is unlikely the Company will have any revenues unless it is
able to effect an
acquisition or merger with an operating company, of which there can be
no assurance."
We also note that you appear to have nominal assets. Therefore, it
appears that you are
a shell company as defined in Rule 12b-2 of the Exchange Act. Please
amend your filing
to prominently disclose your shell company status and disclose the
consequences of that
status, including details regarding compliance with Rule 419 in
connection with any
offering of your securities, 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.
6. Please be advised that your registration statement will automatically
become effective
sixty days after filing. Upon effectiveness, you will become subject
to the reporting
requirements of the Securities Exchange Act of 1934, even if we have
not cleared your
comments. If you do not wish to incur those obligations until the
review process is
completed, you may wish to consider withdrawing your registration
statement and
resubmitting a new registration statement when you have revised your
document.
Deanna Johnson
FirstName
Fuel DoctorLastNameDeanna
Holdings, Inc. Johnson
Comapany
April NameFuel Doctor Holdings, Inc.
5, 2021
April 35, 2021 Page 3
Page
FirstName LastName
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.
You may contact Aamira Chaudhry at 202-551-3389 or Angela Lumley at
202-551-
3398 if you have questions regarding comments on the financial statements and
related
matters. Please contact Katherine Bagley at 202-551-2545 or Dietrich King at
202-551-
8071 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Stephen Mills