United States securities and exchange commission logo
December 13, 2021
David Chen
President
808 Renewable Energy Corporation
850 Tidewater Shores Loop, Suite 402
Bradenton, Florida 34208
Re: 808 Renewable
Energy Corporation
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed December 3,
2021
File No. 000-56313
Dear Mr. Chen:
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.
Amendment 1 to Form 10 Filed December 3, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
15
1. We note that your
disclosures of interim and annual cash flow details in the summary
tabulation on page 17,
and in the narratives on pages 18 and 19, are not consistent with the
corresponding amounts
reported in your Statements of Cash Flows on page F-5. Please
revise as necessary to
resolve the discrepancies.
Financial Statements
Note 4 - Significant Acquisition, page F-10
2. We note that you had
included stand-alone financial statements of 808 Renewable Energy
Corporation, covering
the 2019 and 2020 fiscal years, and the subsequent interim period
through March 31, 2021,
in the Form 10 that you filed on July 20, 2021. However, when
David Chen
FirstName LastNameDavid Chen
808 Renewable Energy Corporation
Comapany13,
December Name808
2021 Renewable Energy Corporation
December
Page 2 13, 2021 Page 2
FirstName LastName
refiling your Form 10 on October 14, 2021, these were replaced with
one set of financial
statements, which you indicated included the activity of both 808
Renewable Energy
Corporation and SilverLight Aviation LLC, covering the 2019 and 2020
fiscal years, and
the subsequent interim period through June 30, 2021, although without
providing an
explanation in your October 19, 2021 response to comment 14.
We note that you updated and revised these financial statements in
your recent
amendment although again without addressing our concerns in your
December 3, 2021
response to comment 8. It remains unclear why you are presenting
activity of both
entities on a combined basis prior to your acquisition, or whether you
will need to provide
separate financial statements for each entity.
We have additional comments in this letter that pertain to your
financial statement
presentation and are requesting additional information that will be
necessary to evaluate
and understand how your approach may or may not conform with GAAP and
the
applicable form requirements. Please advise us of any difficulty that
you have in
obtaining and providing the requested information.
3. We note that the Membership Interest Purchase Agreement filed as
Exhibit 10.3 to your
registration statement specifies how the $1 million purchase
consideration would be
utilized, i.e. designating $570,000 to expand operations, $300,000 to
buy back a
35% Membership Interest, and $130,000 to satisfy "all outstanding
liabilities" and to buy
back a 10% Membership Interest.
Please expand your disclosure to clarify the extent to which the
expenditures referenced
above were made concurrently with your acquisition, or are reflected
in your financial
statements covering periods subsequent to the acquisition, or
represent unrecognized
commitments not yet fulfilled. For example, it should be clear why the
purchase price
allocation includes liabilities of $229,506, given the language
referenced from your
agreement indicating that all liabilities would have been settled, and
why reporting on
page F-5 indicates the transaction was completed for $322,623, given
the $1 million cash
consideration mentioned in your disclosure.
Please also revise to identify the amounts ascribed to major classes
of assets and liabilities
within the current assets and liabilities recognized in your purchase
price allocation to
comply with FASB ASC 805-20-50-1(c), and provide the information
necessary to
understand how the amount ascribed to non-controlling interests was
determined,
considering the objective set forth in FASB ASC 805-20-30-1, and the
valuation of
your 55% interest, to comply with FASB ASC 805-20-50-1(e)(2).
4. We note your disclosure on page one indicating that on May 3, 2021 you
acquired molds,
jigs, a prototype body and frame, and a demo model, all pertaining to
reverse trikes, from
Atelier de Motelage RB, Inc. in exchange for $195,000. If you have
completed this
transaction, provide corresponding disclosure in the notes to your
financial statements and
explain why the expenditure does not appear in your Statement of Cash
Flows on page F-
David Chen
FirstName LastNameDavid Chen
808 Renewable Energy Corporation
Comapany13,
December Name808
2021 Renewable Energy Corporation
December
Page 3 13, 2021 Page 3
FirstName LastName
5. If you have not completed the transaction, disclose the status of
the arrangement and
describe any contingencies and the timeframe.
5. Tell us the extent of the direct and indirect interests held by Mr.
David Chen, Mr. Peter
Yaugh Chen, and American Software Capital Inc., in SilverLight
Aviation, LLC, both
prior to and subsequent to your March 15, 2021 acquisition of the 55%
interest, and
explain how such interests have been considered in accounting for the
acquisition. Please
identify the members/owners and management of SilverLight Aviation,
LLC during the
periods covered by the financial statements and describe all of the
changes that have
occurred during these periods.
Note 6 - Stockholders' Equity, page F-12
6. We note your disclosures indicating that on February 11, 2021 you (i)
reacquired
96,500,005 shares of common stock from the former majority shareholder
and
officer/director in exchange for $73,814 and (ii) issued 1,295,000,000
shares of common
stock to American Software Capital, Inc., a company controlled by your
CEO, in
exchange for $80,000.
Please expand your disclosures to address the apparent valuation
disparity between these
two transactions, having occurred on the same date, and explain to us
how you have
evaluated the prospect of accounting for the difference, and the
reasons that neither the
acquisition nor the issuance appear in your Statement of Stockholders'
Equity on page F-4,
or the Statements of Cash Flows on page F-5.
7. Please reconcile disclosures on pages 21, 28, and F-2, indicating
there were 1,395,221,422
common shares outstanding as of September 30, 2021, and your
disclosure on page F-2
indicating there were 196,721,427 common shares outstanding as of
December 31, 2020,
with your reporting on page F-4, showing 139,522,142 shares as of the
end of the most
recently completed interim period, and zero outstanding shares as of
the end of your most
recently completed fiscal year.
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 Lily Dang, Staff Accountant, at 202-551-3867 or Karl
Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-5551-3642 with
any other questions.
Sincerely,
David Chen
808 Renewable Energy Corporation
December 13, 2021
Page 4
FirstName LastNameDavid Chen
Division of Corporation Finance
Comapany Name808 Renewable Energy Corporation
Office of Energy &
Transportation
December 13, 2021 Page 4
cc: Jeffrey M. Stein, Esq.
FirstName LastName