United States securities and exchange commission logo
October 27, 2021
Fred W. Cooper
Chief Executive Officer
KwikClick, Inc.
585 West 500 South Suite 130
Bountiful, Utah 84010
Re: KwikClick, Inc.
Registration
Statement on Form 10-12G
Filed September 30,
2021
File No. 000-56349
Dear Mr. Cooper:
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.
Registration Statement on Form 10-12G
Business, page 8
1. Please disclose that
the company has not yet generated revenue, has a net loss of $182,609
for the year ended
December 31, 2020, and that there is substantial doubt about the
company's ability to
continue as a going concern.
Software Licensing and Exclusivity Agreement, page 11
2. We note that in
connection with your Software Licensing and Exclusivity Agreement with
New Age Inc., NewAge,
Inc. will permanently transfer ownership of its entity named
ARIIX Trading
(Shanghai) Co., Ltd. to Kwikclick for Kwikclick s exclusive use. Please
describe in more detail
the terms of this transfer and how it will be accounted for. Tell us
the current status of
the transfer. Please provide a brief summary of common ownership
interest in ARIIX and
Kwikclick. That is, clarify whether the entities are under common
control.
Fred W. Cooper
FirstName
KwikClick,LastNameFred W. Cooper
Inc.
Comapany
October 27,NameKwikClick,
2021 Inc.
October
Page 2 27, 2021 Page 2
FirstName LastName
3. Revise to include a discussion of this transaction in your subsequent
events footnote
disclosures in accordance with ASC 855-10-50-2. In addition, please
clarify the amount
of consideration Kwikclick will be receiving in addition to the
monthly $50,000 base
license fee. Disclose the significant terms of recognizing license
fees above the base
amount.
4. Please disclose the termination provisions of the Software Licensing
and Exclusivity
Agreement with NewAge. In this regard, we note that the agreement
permits NewAge to
terminate the agreement at any time if it is not satisfied with the
function or performance
of the software.
5. We note that Item 6.2 of your Software Licensing and Exclusivity
Agreement with
NewAge includes the transfer of ARIIX Trading (Shanghai) Co., Ltd
("ARIIX") to
Kwikclick. Please revise your disclosure to provide a discussion of
the operations
of ARIIX and the status of any approvals required by the transfer by
the PRC. In addition,
include a discussion regarding whether you expect a material amount of
revenue to be
derived from China and the estimated value of ARIIX. Finally, include
disclosure
regarding whether Mr. Cooper will have a controlling interest in ARIIX
upon completion
of the transfer.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 41
6. Please disclose the minimum funding required to remain in business for
at least the next
12 months, as well as the minimum number of months that you will be
able to conduct
your planned operations using currently available capital resources.
Refer to Item
303(a)(1) and (2) of Regulation S-K.
Management, page 45
7. Please provide clear disclosure regarding the business experience of
each of your
executive officer and directors during the past five years, including
in each case their
principal occupation and employment, the dates they served in those
roles and the name
and business of any corporation or other organization in which such
occupation and
employment was carried on, as required by Item 401(e)(1) of Regulation
S-K.
Employment Agreements, page 48
8. Please revise to include a discussion of the employment agreement with
Matthew
Williams filed as exhibit 10.2.
Certain Relationships and Related Transactions, page 49
9. We note your disclosure that "Mr. Cooper has significant connections
at and is able to
have significant influence over NewAge." Please revise to provide
additional detail
regarding the level of control Mr. Cooper has at NewAge and provide
additional context
Fred W. Cooper
KwikClick, Inc.
October 27, 2021
Page 3
regarding the significant influence he holds.
CONSOLIDATED BALANCE SHEETS, page F-3
10. Please clarify why the stockholder's equity balances presented in the
unaudited balance
sheet as of December 31, 2020 do not agree to the amounts presented in
the audited
balance sheet.
NOTE 1. GENERAL ORGANIZATION AND BUSINESS, page F-7
11. You disclose that the historical financial statements are presented under
predecessor entity
reporting wherein the prior historical information consists solely of
KwikClick, LLC s
results of operations and cash flows beginning from February 20, 2020
(the date of
inception) through June 30, 2020. Please tell us in more detail how you
concluded that
KwikClick, LLC is the predecessor of the Company. Clarify why you do not
present
financial statements of KwikClick, LLC for the period that it was deemed
a predecessor.
That is, the predecessor generally will have financial statements for the
year ending
December 31, 2019 and for the period January 1, 2020 to February 19,
2020. Please
advise.
NOTE 7. Subsequent Events, page F-12
12. Please revise to disclose the date through which you evaluated subsequent
events. Refer to
ASC 855-10-50-1(a). Similar revisions apply to your year-end disclosures.
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 Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameFred W. Cooper
Division of
Corporation Finance
Comapany NameKwikClick, Inc.
Office of
Technology
October 27, 2021 Page 3
cc: David S. Hunt
FirstName LastName