United States securities and exchange commission logo
April 30, 2021
Cleveland Gary
President
ECRID, INC
1320 S Federal Hwy Suite 215
Stuart, FL 34994
Re: ECRID, INC
Registration
Statement on Form S-1
Filed April 7, 2021
File No. 333-255110
Dear Mr. Gary:
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.
Form S-1
General
1. Please revise to
clarify the transaction or transactions you are attempting to register on this
Form S-1. For example,
Exhibit 5.1 and your disclosure on the prospectus cover page and
pages 8 and 19 indicate
that only the company is offering shares of common stock.
Elsewhere, such as on
page 34, you indicate that at least your controlling shareholder is
offering shares for
resale.
2. Please tell us whether
you intend to register a class of your securities under Section 12 of
the Exchange Act. If
you do not, disclose the risks related to the suspension of the
reporting obligation
under Section 15 of the Exchange Act and the inapplicability of the
Sections 13, 14 and 16
under the Exchange Act.
Cleveland Gary
FirstName LastNameCleveland Gary
ECRID, INC
Comapany
April NameECRID, INC
30, 2021
April 230, 2021 Page 2
Page
FirstName LastName
Prospectus Summary, page 6
3. Please update the date in the paragraph preceding this heading. Please
also correct the
registration statement file number on page 37.
Unavailability of Rule 144 for Resale, page 7
4. Please revise to state clearly that investors who purchase shares in
this offering will be
subject to the restrictions on resale you discuss. Also revise your
risk factors, as
appropriate.
Financial Summary, page 9
5. Please revise to include data from the most recent financial statement
date. In this regard,
we note that your December 31, 2020 financial statements reflect the
most recent date
available in the filing. Your data throughout the filing should be
similarly revised (i.e.
Dilution, MD&A Results of Operations, Liquidity, etc.)
Restrictions on the Reliance,, page 14
6. We note the last sentence of this risk factor. The limitations you
discuss in the preceding
disclosure do not apply only with respect to securities acquired in a
business combination.
Instead, they apply regardless of how those securities were acquired.
Please revise
accordingly. Also, your reference here to "business combination,"
disclosure on page 14
about blank check companies "like us," and reference to Rule 419 on
page 15 indicate that
this offering is subject to to the requirements of Rule 419 of
Regulation C. Please provide
us your analysis as to the applicability of that rule to your
offering.
Dilution, page 21
7. Please update the information in this section. We note the reference
to March 31, 2020 in
the second paragraph. We also note the number of shares outstanding,
as disclosed in the
second paragraph, appears to be less than the number disclosed
elsewhere in this
document.
Directors, Executive Officers, Promoters and Control Persons, page 32
8. Please disclose Mr. Gary's business experience during the past five
years. Your current
disclosure appears to include such disclosure only until 2007.
December 31, 2020 Financial Statements
Condensed Statements of Stockholders' Equity, page F-17
9. Please correct the heading of "For the Three Months Ended September
30, 2019" and
"Balance at December 31, 2020" to reflect the correct period of the
three months ended
December 31, 2019.
Cleveland Gary
ECRID, INC
April 30, 2021
Page 3
Exhibits
10. Please clarify where Exhibits 3.1, 3.2 and 99.1 are filed or whether you
intend to file those
exhibits with an amendment to this registration statement.
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.
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 Heather Clark at (202) 551-3624 or Melissa Gilmore at
(202) 551-3777
if you have questions regarding comments on the financial statements and
related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Perry Hindin at
(202) 551-3444
with any other questions.
Sincerely,
FirstName LastNameCleveland Gary
Division of
Corporation Finance
Comapany NameECRID, INC
Office of
Manufacturing
April 30, 2021 Page 3
cc: Matthew McMurdo
FirstName LastName