United States securities and exchange commission logo
June 21, 2021
Richard Gamarra
Chief Executive Officer
California Tequila, Inc.
30012 Aventura, Suite A
Rancho Santa Margarita, California 92688
Re: California Tequila,
Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed June 4, 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 May
28, 2021 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed June 4, 2021
Cover Page
1. Please revise the
disclosure on the cover page to disclose that the company will receive
cancellation of debt as
payment for shares of Class B Non-Voting Common Stock and
whether the company has
set a maximum amount of debt cancellation it would accept as
payment for shares of
the Class B Non-Voting Common Stock. In this regard, we note
your new disclosure on
page 15.
Risk Factors, page 5
2. Please include a new
risk factor to highlight that the company will receive cancellation of
debt as payment for
shares of Class B Non-Voting Common Stock. Also, disclose as of
Richard Gamarra
California Tequila, Inc.
June 21, 2021
Page 2
the most recent practicable date the amount of debt eligible for
cancellation, quantify the
amount of debt owed to related parties and identify the related parties.
In addition, clarify
whether the company will receive cancellation of debt as payment for
shares if the debt
has been incurred after the date on which the offering is qualified.
Description of Property, page 38
3. We note your response to our prior comment and we reissue the comment in
its entirety.
We continue to note throughout your document, statements and
suggestions that are
inconsistent with the statements in the Entailment & Joint
Responsibility Agreement with
the distillery. For example, you continue to state you hold $1,000,000
worth of inventory
at the distillery, yet this amount is not reflected in your Balance
Sheet Inventory. Your
financial statements reflect "Barrels" in property & equipment, but your
agreement with
the distillery states they supply you with bottled product. You continue
to state the
Company s tequila products are manufactured pursuant to the Company
s proprietary
formula, but it appears you do not own the formula. We also note
statements in your
financial statement footnotes that are inconsistent with the nature of
your business. For
example you state, "We have been awarded multiple honors from the Robb
Report s Best
of the Best and Top Tequila . It appears the products you sell
or the
distillery has perhaps received such awards but it doesn't appear you
should be claiming
those awards as your own. Please contact us at the numbers provided at
the end of this
letter to arrange for a conference call with the company and its
advisors.
Exhibits
4. Please file an updated opinion as an exhibit given the new disclosure on
page 15 that the
company will accept write-offs of loans at their principal
amount/principal plus accrued
interest as a form of consideration.
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
June 21, 2021 Page 2
cc: Sara Hanks
FirstName LastName