United States securities and exchange commission logo
July 21, 2021
Chris Ryan
Chief Financial Officer
Real Brands, Inc.
12 Humbert Street
North Providence, RI 02911
Re: Real Brands, Inc.
Registration
Statement on Form 10
Filed June 25, 2021
File No. 000-28027
Dear Ms. Ryan:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10
Our Company, page 2
1. Please expand your
disclosure of your reverse merger with CASH to describe the terms of
the transactions. Also,
please tell us why you have not filed this agreement as an exhibit.
Overview, page 2
2. Please revise the first
paragraph to explain your current operational status and quantify
your history of losses
and limited revenues.
Item 2 Financial Information, page 27
3. In the last paragraph
on this page, please quantify the "amount of capital raised in 2020
and 2021" and more
specifically describe when those amounts were raised.
Chris Ryan
FirstName LastNameChris Ryan
Real Brands, Inc.
Comapany
July NameReal Brands, Inc.
21, 2021
July 21,
Page 2 2021 Page 2
FirstName LastName
Item 7 Certain Relationships and Related Transactions, and Director
Independence, page 45
4. Please tell us what it means to have "committed to a convertible note
payable related
party." Also, please tell us why you have not filed this agreement and
the loan agreement
with your CEO as exhibits.
5. Please identify the related party who represents 92% of your total
sales.
Item 8 Legal Proceedings, page 46
6. Please expand your disclosure to explain the nature of the claims in
the ATS Indian Trace
case described in the first paragraph and why the company does not
anticipate ever having
to pay it.
Report of Independent Registered Public Accounting Firm, page F-1
7. Please have your auditors amend their report to provide their
conclusion regarding
whether substantial doubt exists regarding your ability to continue as
a going concern.
The current wording noting "the Company... expects continuing future
losses, and has
stated that substantial doubt exists..." does not appear to provide
your auditor's
conclusion. Refer to PCAOB Auditing Standard 2415.
Item 13. Financial Statements and Supplementary Data
Consolidated Statements of Cash Flows, page F-5
8. We note that per your consolidated balance sheets, your balance in
Cash and cash
equivalents increased by approximately $156 thousand. However herein
you disclose a
net change in cash and cash equivalents totaling approximately $1.08
million. Please
advise and amend as necessary. As part of your consideration of this
discrepancy, please
also address the disclosure of cash provided by investing activities
for the purchase of
property and equipment in the year ended December 31, 2020 given
disclosure elsewhere
that during the fiscal year you made $644 thousand in building
improvements.
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.
You may contact Mark Rakip at 202-551-3573 or Beverly Singleton at
202-551-3328 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Perry Hindin at 202-551-3444 with any
other
questions.
Sincerely,
Chris Ryan
Real Brands, Inc.
July 21, 2021
FirstName
Page 3 LastNameChris Ryan
Comapany NameReal Brands, Inc.
Division of Corporation Finance
July 21, 2021 Page 3 Office of Manufacturing
FirstName LastName