United States securities and exchange commission logo
May 28, 2021
Richard Gamarra
Chief Executive Officer
California Tequila, Inc.
30012 Aventura, Suite A
Rancho Santa Margarita, California 92688
Re: California Tequila,
Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed May 21, 2021
File No. 024-11474
Dear Mr. Gamarra:
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 March
31, 2021 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed May 21, 2021
Summary of the Offering, page 2
1. Please disclose your
material relationships related to: (1) distilleries, such as your
"alliance of esteemed
distilleries" and "partnered distilleries in Mexico" mentioned on
pages 2 and 9,
respectively; and (2) Luciano Gambaro mentioned on page 36. For
example, disclose, if
applicable, the material terms of the written agreements, such as the
duration of the
agreements.
Marketing the Products, page 22
2. Please revise this
section to clarify your relationship with RNDC and Johnson Brothers,
such as whether you
have written agreements with RNDC and Johnson Brothers and
Richard Gamarra
California Tequila, Inc.
May 28, 2021
Page 2
disclose the material terms of the agreements. In this regard, we note
the reference in
exhibit 13.2 to "We currently have a national alliance with RNDC and
Johnson Brothers,
giving us distribution to over 85% of the U.S. market."
Description of Property, page 38
3. We note your response to our prior comment number 2 and we have also
read the
Entailment and Joint Responsibility Agreement filed as Exhibit 6. Based
on our read of
the agreement, it appears that you are a distributor of finished
products and you have no
legal ownership interest in the Producer and its inventories. We
specifically note the
Fourth section of the agreement which states, "THE DISTRIBUTOR is
obligated to not
modify in any way, in the action of the activities mentioned in the
statement B.3, the
Tequila delivered by THE PRODUCER, previously bottled of origin. The
only activities
that can be performed by THE DISTRIBUTOR will be of distribute and sell
the product
delivered by THE PRODUCER, previously bottled." As such, it appears you
should
remove any and all references to manufacturing, bottling, intellectual
property associated
with bottle designs, inventories held in Mexico and clearly disclose in
your Form 1-A that
you are a distributor of finished products.
General
4. Please tell us the basis for the references in exhibits 13.1 and 13.2 to
"$20 million dollars
in historic sales" and "Historical sales in excess of $20 million,"
respectively.
You may contact Kevin Stertzel, Staff Accountant, at 202-551-3723 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 Thomas Jones, Staff
Attorney at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other
questions.
Sincerely,
FirstName LastNameRichard Gamarra
Division of
Corporation Finance
Comapany NameCalifornia Tequila, Inc.
Office of
Manufacturing
May 28, 2021 Page 2
cc: Sara Hanks
FirstName LastName