United States securities and exchange commission logo
August 24, 2021
Redgie Green
Chief Executive Officer
Atlas Technology Group, Inc.
PO Box 147165
Lakewood, CO 80214
Re: Atlas Technology
Group, Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed August 2,
2021
File No. 000-28675
Dear Mr. Green:
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 to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
Cautionary Note Regarding Forward-Looking Statements, page 2
1. We note your reference
to forward-looking statements within the meaning of the Private
Securities Litigation
Reform Act of 1995. Please be advised that the safe harbor for
forward-looking
statements is inapplicable in this context, because the company is not
currently a reporting
company. See Section 27A(a)(1) of the Securities Act. Therefore,
please either delete
any references to the Private Securities Litigation Reform Act or make
it clear that the safe
harbor does not apply to this offering.
Redgie Green
FirstName LastNameRedgie
Atlas Technology Group, Inc.Green
Comapany
August 24, NameAtlas
2021 Technology Group, Inc.
August
Page 2 24, 2021 Page 2
FirstName LastName
Item 7: Certain Relationships and Related Transactions
Consulting Fees - Related Party, page 25
2. Please reconcile your statement here that, during the three and six
months ended June 30,
2021, you accrued consulting fees of $15,000 payable to your former
controlling
shareholder with your disclosure on page F-24 that $5,000 in
consulting fees were paid to
your current controlling shareholder and $10,000 in consulting fees
were paid to your
former controlling shareholder during the same period.
Condensed Unaudited Financial Statements
Condensed Unaudited Statements of Changes in Shareholders' Deficit, page F-19
3. This statement contains captions for balances as of March 31, 2020 and
June 30, 2020 in
two places. Please revise the label of the second set of dates to
"March 31, 2021" and
"June 30, 2021."
General
4. Please file the bylaws of the company. Please refer to Item
601(b)(3)(ii) of Regulation S-
K.
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 Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Priscilla Dao,
Staff Attorney, at
(202) 551-5997 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Michael Littman