United States securities and exchange commission logo
June 22, 2021
Brandon Sosa
Chief Executive Officer
REST EZ Inc.
1389 W. Mason Hollow Drive
Riverton, Utah 84065
Re: REST EZ Inc.
Registration
Statement on Form S-1
Filed May 26, 2021
File No. 333-256498
Dear Mr. Sosa:
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.
Registration Statement on Form S-1 filed May 26, 2021
Cover Page
1. Please limit your cover
page disclose to the items required by Item 501 of Regulation S-K
by removing disclosures
about your production and fulfillment activities as well as its
funding and revenue
generation. These disclosures are appropriate for the Summary and
Business sections but
is shown without the context of those sections.
Prospectus Summary
Overview, page 1
2. Please clarify whether
your reference to "SLEEP AID" and "Sleep Aids" are references to
your products or all
products designed to promote sleep. If the references is intended to
refer to all products
in this category of supplements, please eliminate the use of capital
Brandon Sosa
FirstName LastNameBrandon Sosa
REST EZ Inc.
Comapany
June NameREST EZ Inc.
22, 2021
June 22,
Page 2 2021 Page 2
FirstName LastName
letters.
3. We note your disclosure that you have generated "a great number of
sales" and
"considerable amount of revenues." Please quantify these sale and
revenue amounts and
balance such disclosure with a discussion of your net losses.
4. We note your disclosure that as a dietary supplement, there are no FDA
requirements on
this product. However, we also note that the FDA regulates dietary
supplements under the
Dietary Supplement Health and Education Act of 1994. Please revise to
clarify whether
such regulations are applicable to your business, given you appear to
develop and market
a dietary supplement. Additionally, revise you Business section to
provide a discussion of
the applicable regulations or provide a legal analysis supporting your
determination that it
does not apply to your product. Please refer to Item 101(h)(4)(ix) of
Regulation S-K for
guidance.
5. Please revise the Prospectus Summary and Risk Factors to highlight the
auditor's
explanatory paragraph regarding your ability to continue as a going
concern. Your
disclosures should describe the potential consequences to your
business if you are unable
to raise additional financing.
Risk Factors, page 6
6. Please tell us whether you plan to register your class of common stock
under
the Exchange Act. If you do not plan to file an Exchange Act
registration statement, such
as Form 8-A, before the effective date of your Securities Act
registration statement,
include a risk factor alerting investors that because your common
stock will not be
registered under the Exchange Act, you will not be a fully reporting
company but only
subject to the reporting obligations imposed by Section 15(d) of the
Exchange Act.
The risk factor should explain the effect on investors of the
automatic reporting
suspension under Section 15(d) of the Exchange Act, as well as the
inapplicability of the
proxy rules, Section 16 of the Exchange Act and the majority of the
tender offer
regulations. Please make similar revisions to the disclosure under
Reports to Security
Holders on page 27.
7. We note your disclosure that you had an order totaling $105,000 for
the year ended
March 31, 2021, and that your total revenue for the year ended March
31, 2021 was
$105,000. Please include a risk factor disclosing your dependence on
one major
customer. Additionally, discuss your limited customer base in your
Business section. See
Item 101(h)(4)(vi) for further guidance.
Side Effects of the Product, page 6
8. Please remove the statement that Mr. Sosa has been taking the product
with no known
side effects, a safety determination cannot be based on the experience
of one individual.
Please also remove statements that WebMD indicates that sleep aids are
"likely safe"
when taken by mouth appropriately for up to 5 years, as this general
statement about a
Brandon Sosa
FirstName LastNameBrandon Sosa
REST EZ Inc.
Comapany
June NameREST EZ Inc.
22, 2021
June 22,
Page 3 2021 Page 3
FirstName LastName
class of products should not be used to determination that any one
specific product is
safe.
There are many inherent risks and difficulties in introducing a new product...,
page 6
9. We note your statement that you have had no operating losses since
inception. The
statement appears to contradict the net operating losses $12,580 and
$19,580 for the years
ended March 31, 2021 and 2021. respectively. Please revise your
disclosure accordingly.
Use of Proceeds, page 10
10. Please revise the table on page 10 to disclose the approximate amount
of net proceeds
intended to be used for SEC Reporting and Compliance. Additionally, to
the extent you do
not have a current specific plan for a significant portion of the
proceeds, please include a
statement to this effect and discuss the principal reasons for the
offering. Refer to Item
504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Result of
Operations
Overview, page 14
11. Please provide the basis for your statements that you "expect to
generate revenue that is
sufficient to cover [y]our expenses for the next twelve months" and
that "[y]our existing
sources of liquidity will be sufficient to fund [y]our operations,
anticipated capital
expenditures, working capital and other financing requirements for at
least the next twelve
months." In this regard, we note that your independent auditor s
report contains an
explanatory paragraph that expresses substantial doubt about the
Company's ability to
continue as a going concern.
Unique Features of the Company , page 19
12. Please provide the basis for your statements that Rest EZ has been
shown to be more
effective and economically efficient than other Sleep Aids. Include a
description of all
head to head trials and the resulting objective data from such trials.
Competition , page 20
13. Please revise to provide the basis for your statements that most
competitor companies that
offer soft-gels in-fact distribute regular capsules and that only one
or two other companies
truly offer Sleep Aids in a liquid gel form.
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
Brandon Sosa
REST EZ Inc.
June 22, 2021
Page 4
statement.
You may contact Iboya Ignat at 202-551-3636 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Suzanne Hayes at 202-551-3675 with
any other
questions.
FirstName LastNameBrandon Sosa Sincerely,
Comapany NameREST EZ Inc.
Division of Corporation
Finance
June 22, 2021 Page 4 Office of Life Sciences
FirstName LastName