United States securities and exchange commission logo
July 12, 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 July 8, 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.
Please note that as a result of the registrant inadvertently
filing Amendment No. 1 to the
Form S-1 under an incorrect file number on June 23, 2021 (333-257313),
and then subsequently
filing the identical amendment under the correct file number
(333-255110) on July 8, 2021, we
are issuing the same comments that we previously issued in our letter to
you dated July 1, 2021.
Please ensure that Amendment No. 2 filed in response to these comments
is filed under the
correct file number (333-255110). Please also submit a request for
withdrawal of the registration
statement filed on June 23, 2021 (333-257313).
Amendment 2 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.
Cleveland Gary
FirstName LastNameCleveland Gary
ECRID, INC
Comapany
July NameECRID, INC
12, 2021
July 12,
Page 2 2021 Page 2
FirstName LastName
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.
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.
Cleveland Gary
ECRID, INC
July 12, 2021
Page 3
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 Mark Rakip at
202-551-3573 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
questions.
Sincerely,
FirstName LastNameCleveland Gary
Division of
Corporation Finance
Comapany NameECRID, INC
Office of
Manufacturing
July 12, 2021 Page 3
cc: Matthew McMurdo
FirstName LastName