United States securities and exchange commission logo
December 9, 2021
Mann C. Yam
Chief Executive Officer
Frontera Group, Inc.
140-75 Ash Avenue, Suite 2C
Flushing, NY 11355
Re: Frontera Group,
Inc.
Offering Statement
on Form 1-A
Filed November 29,
2021
File No. 024-11731
Dear Mr. Yam:
We have reviewed your offering 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 offering 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 offering statement and
the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed November 29, 2021
Reports to Securities Holders, page 22
1. We note your disclosure
that you "are subject to disclosure filing requirements" under the
Securities Exchange Act
of 1934 (the "Exchange Act"), and you further state that your
securities are
registered under Section 12(b) of of the Exchange Act in your annual and
quarterly reports
(e.g., your latest Quarterly Report on Form 10-Q filed November 18,
2021). However, it does
not appear that you have a class of securities registered under
Section 12(b) or
Section 12(g). Please revise to clarify that you do not have reporting
obligations under the
Exchange Act, indicate that you are a voluntary filer, and remove
the reference to
Section 12(b)-registered securities in your future periodic reports filed
under the Exchange Act.
If you believe that you do have Exchange Act reporting
obligations, please
provide us with your analysis explaining your belief.
Mann C. Yam
FirstName LastNameMann C. Yam
Frontera Group, Inc.
Comapany9,
December NameFrontera
2021 Group, Inc.
December
Page 2 9, 2021 Page 2
FirstName LastName
Security Ownership of Management and Certain Securityholders, page 29
2. We note your disclosure that, according to the beneficial ownership
table provided as of
October 31, 2021, Mann C. Yam held a 41.87% ownership interest in the
company
through ownership of 18,750,000 shares of common stock. We also note
your disclosure
on page 42 that you issued 18,750,000 shares of common stock to Bin
Zhou on October 2,
2021 and only 5,000,000 shares to Mann C. Yam. Please revise
throughout the offering
statement to ensure consistency and clarify the respective ownerships
of each of Mann C.
Yam and Bin Zhou. Please also confirm that you have included in such
table all
securityholders who beneficially own more than 10% of any class of
your voting
securities, in accordance with Item 12 of Form 1-A.
3. We note your disclosure that two shareholders who reside in China
collectively owned
97.63% of shares as of June 30, 2021 and that they subsequently
cancelled such shares.
To provide additional context to investors, please explain the terms
of such cancellation
and any consideration issued in exchange. Additionally, please
confirm, if true, that the
prior shareholders located in China no longer have any influence or
control over the
management or operations of the company in light of the cancellation,
and that you do not
have any current connection to China through your operations, business
model and
ownership structure.
Index to Exhibits, page 53
4. In connection with your audited financial statements, please file the
relevant auditor
consent as an exhibit. Please refer to Item 17(11) of Part III of Form
1-A.
General
5. In Item 4 of Part I, we note that you have checked the box indicating
that you are
conducting a Tier 2 offering. In Part II, we note your disclosure
throughout the offering
circular that you are conducting a Tier 1 offering. Please revise Part
II or correct the
check box in Part I.
Mann C. Yam
FirstName LastNameMann C. Yam
Frontera Group, Inc.
Comapany9,
December NameFrontera
2021 Group, Inc.
December
Page 3 9, 2021 Page 3
FirstName LastName
We will consider qualifying your offering statement at your request.
If this is a Tier 1
offering, please confirm in writing, in connection with your request, that at
least one state has
advised you that it is prepared to qualify or register your offering. If a
participant in your offering
is required to clear its compensation arrangements with FINRA, please have
FINRA advise us
that it has no objections to the compensation arrangements prior to
qualification.
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 Brian Fetterolf at 202-551-6613 or Erin Jaskot at
202-551-3442 if you
have any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Matt Stout