United States securities and exchange commission logo
October 15, 2021
Paul Moody
President and Chief Executive Officer
Perfect Solutions Group, Inc.
780 Reservoir Avenue, #123
Cranston, RI 02910
Re: Perfect Solutions
Group, Inc.
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed September 24,
2021
File No. 000-56335
Dear Mr. Moody:
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. 2 to Registration Statement on Form 10-12G filed September
24, 2021
General
1. We note the disclosure
that you are a blank check company and as stated on page 3
"management does not
intend to undertake any efforts to cause a market to develop in our
securities, either debt
or equity, until we have successfully concluded a business
combination." Please
reconcile this statement with the disclosure added in connection
with the merger with
another shell company that your stock is now traded on the OTC
Pink. In addition, in
light of the separation of the All-Q-Tell Corp. which retained all its
assets and liabilities,
please explain why the OTC Pink listing associated with All-Q-Tell
Corp. was not retained
by All-Q-Tell Corp.
Paul Moody
FirstName LastNamePaul Moody
Perfect Solutions Group, Inc.
Comapany
October 15,NamePerfect
2021 Solutions Group, Inc.
October
Page 2 15, 2021 Page 2
FirstName LastName
Item 1. Business, page 1
2. We note the disclosure that after completion of the merger you
cancelled the shares held
in All-Q-Tell Corp. and that it is now a stand alone company. Please
provide clear
disclosure of the material terms of the merger agreement and then the
separation. Please
provide clear disclosure of the reasons for the transaction. Please
file the merger and
separation agreements as exhibits. Please disclose the business plan
of All-Q-Tell at the
time of the merger and separation.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 9
3. Please update the beneficial ownership table in light of the merger
transaction in
September 2021.
Item 5. Directors and Executive Officers, page 9
4. We partially reissue comment 1. Please revise the table on page 10 to
include private
blank check companies, which would include Budding Times Inc., from
the business
experience narrative, and Fast Track Solution, where Mr. Moody was the
incorporator,
was a director, and is a controlling shareholder of CRS Consulting,
which is the
controlling shareholder of Fast Track.
Item 9. Market Price and Dividends on the Registrant's Common Equity and
Related Stockholder
Matters, page 12
5. Please provide the market information required by Item 201(a)(1)(2)
and (3) of Regulation
S-K.
Item 10, Recent Sales of Unregistered Securities, page 13
6. Please disclose the amount and type of shares issued, and the number
and type of
shareholders that received shares in the September 2021 transaction.
Please also provide a
more detailed discussion of the All-Q-Tell Corporation prior to the
merger agreement.
Please explain how you characterized this as a "reorganization" and
not deemed to involve
a sale, instead of a merger, and clearly disclose the exemption relied
upon and the basis
for reliance upon the exemption, as required by Item 701 of Regulation
S-K. Please also
include disclosure regarding the issuance of preferred stock, as
referenced in Item 9 on
page 13.
Paul Moody
FirstName LastNamePaul Moody
Perfect Solutions Group, Inc.
Comapany
October 15,NamePerfect
2021 Solutions Group, Inc.
October
Page 3 15, 2021 Page 3
FirstName LastName
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 Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding the financial statements and related matters.
Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction