United States securities and exchange commission logo
July 1, 2021
Cleveland Gary
President
ECRID, INC
1320 S Federal Hwy Suite 215
Stuart, FL 34994
Re: ECRID, INC
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 23, 2021
File Nos.
333-257313 and 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.
Amendment 1 to Form S-1
Financial Summary, page 9
1. We note your response
to prior comment 5 and reissue in part. Please revise to include
respective data as of
the most recent financial statement date which is March 31, 2021.
Dilution of the Price You Pay for Your Shares, page 20
2. We note your net
tangible book value per share as of June 10, 2021. As stated in prior
comment 5, please
revise to include the dilution data as of your most recent financial
statements as opposed
to March 31, 2020 as currently presented. To the extent financial
statements are updated,
please include the most recent data. In addition, please tell us
how you calculated the
book value per share of $0.4998 per share.
Cleveland Gary
FirstName LastNameCleveland Gary
ECRID, INC
Comapany
July 1, 2021NameECRID, INC
July 1,2 2021 Page 2
Page
FirstName LastName
3. Please correct the table on page 21 to reflect the proper shares
issued after the offering for
each percentage of the offering issued. In this regard, if only 75% of
the shares are sold,
you will not have the same amount of "total shares issued after the
offering" of
333,893,944. All columns for 75%, 50%, 25%, and 10% should be revised
to reflect the
shares outstanding after the offering and the net tangible book value
per share after the
offering.
Financial Statements, page F-1
4. Please revise to provide updated audited financial statements and
related disclosures as of
March 31, 2021 as required by Rule 8-08 of Regulation S-X.
December 31, 2020 Financial Statements
Condensed Statements of Stockholders' Equity, page F-17
5. We note your response to prior comment 9 and reissue. Please revise
the subtotal
"Balance at December 31, 2020" to the correct label "Balance at
December 31, 2019".
General
6. Refer to prior comment 3. We note that Amendment No. 1 to the Form S-1
filed on June
23, 2021 has a different file number (333-257313) on public Edgar than
the original Form
S-1 (333-255110). Please advise. In addition, notwithstanding the new
file number, the
cover page of the registration statement filed on June 23 and page 37
of the prospectus to
that registration statement both reference the original file number.
Please advise or revise.
7. We note your response to prior comment 7. Page 20 now indicates that
there
are 293,893,944 issued and outstanding shares of common stock, but
page 8 indicates that
there are
283,893,944 shares of common stock issued and outstanding. Please
advise.
8. Your response to our prior comment 10 indicates that Exhibit 99.1 was
included as an
exhibit to the Amendment No. 1 to the Form S-1, but no such exhibit
appears to have been
filed. Please advise. In addition, Exhibit 3.1 is illegible. Please
refile a legible copy.
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 Geoffrey Kruczek at 202-551-3641 or Perry Hindin at 202-551-3444 with
any other
Cleveland Gary
ECRID, INC
July 1, 2021
Page 3
questions.
Sincerely,
FirstName LastNameCleveland Gary
Division of Corporation Finance
Comapany NameECRID, INC
Office of Manufacturing
July 1, 2021 Page 3
cc: Matthew McMurdo
FirstName LastName