United States securities and exchange commission logo
February 14, 2022
Charles Wesley
Chief Financial Officer
Kolaboration Ventures Corporation
183 Main Street
Rio Vista, California 94571
Re: Kolaboration
Ventures Corporation
Offering Statement
on Form 1-A
Filed January 31,
2022
File No. 024-11791
Dear Mr. Wesley:
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
Management's Discussion and Analysis of Kolaboration Ventures
Corporation, page 51
1. Regarding your
Reorganization / Roll-up Transaction that became effective on October 1,
2021, explain to us, in
reasonable detail, how you considered providing pro forma
financial information
in your filing reflecting this transaction pursuant to Article 11 of
Regulation S-X, which
requires pro forma financial information when events occur for
which disclosure of pro
forma financial information would be material to investors.
Please refer to Part
F/S of Form 1-A and Sections 3140 and 3160 of the Division of
Corporate Finance
Financial Reporting Manual ( FRM ) that include guidance and
an illustrative list of
events that could trigger reporting of pro forma financial
information. Please
revise to include pro forma financial statements and financial
information as
appropriate. In doing so, please disclose pro forma adjustments that give
effect to the different
cost structure and tax treatment applicable to the Corporation from
those applicable to the
predecessor entity, an LLC, or tell us why such presentation and
Charles Wesley
FirstName LastNameCharles Wesley
Kolaboration Ventures Corporation
Comapany14,
February NameKolaboration
2022 Ventures Corporation
February
Page 2 14, 2022 Page 2
FirstName LastName
disclosures are not applicable. Please revise your MD&A disclosures to
quantify and
discuss the expected change in your tax and cost structure subsequent
to the Roll-up
Transaction.
2. Regarding the Pacific Reserve Acquisition discussed on page 48,
provide us with your
analysis to determine whether this acquisition is considered probable
and therefore,
historical financial statements or pro forma financial statements
should be included in
your filing. Refer to Rules 3-05, 8-04, 8-05 and Article 11 of
Regulation S-X as
applicable in your response. Please include the impact of this
transaction in the pro forma
financial statements. In addition, please provide a detailed
discussion of how you will
account for this reorganization transaction and cite the specific
authoritative literature you
utilized to support your accounting treatment. Please revise your MD&A
to discuss the
expected effect of this acquisition on your future results of
operations.
Financial Statements
Note 14: Events (Unaudited) Subsequent to the Date of the Independent Auditor's
Report , page
F-33
3. We note that on January 4, 2022 KVC effected a 20:1 forward stock
split. Please revise
your financial statements and financial data throughout the filing to
give retroactive effect
of the forward stock split in accordance with ASC 260-10-55-12,
505-10-S99-4 and SAB
Topic 4C.
We will consider qualifying your offering statement at your request. 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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Ibolya Ignat at 202-551-3636 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
Charles Wesley
Kolaboration Ventures Corporation
FirstName
February 14, LastNameCharles
2022 Wesley
Comapany
Page 3 NameKolaboration Ventures Corporation
February 14, 2022 Page 3
cc: Valerie D. Bandstra
FirstName LastName