United States securities and exchange commission logo
April 13, 2022
Demetrios Malamas
President
Elektor Industries Inc.
304 South Jones Blvd. #7356
Las Vegas, Nevada 89107
Re: Elektor Industries
Inc.
Amendment No.1 to
Form S-1
Filed March 30,
2022
CIK No. 0001912331
Dear Mr. Malamas:
We have reviewed your amended registration 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 registration
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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
23, 2022 letter.
Amendment No.1 to Form S-1
A Cautionary Note Regarding Forward-Looking Statements, page 4
1. Please move the factual
information about the company and Mr. Malamas' efforts to
develop the business
plan to the Prospectus Summary.
Prospectus Summary, page 5
2. In your prospectus
summary, you indicate that you are not a shell company because you
were incorporated in
Wyoming for a particular purpose. Please revise to state this is your
belief.
3. Please disclose your
response to prior comment 3 in the prospectus summary.
Demetrios Malamas
FirstName LastNameDemetrios Malamas
Elektor Industries Inc.
Comapany
April NameElektor Industries Inc.
13, 2022
April 213, 2022 Page 2
Page
FirstName LastName
The Offering, page 7
4. Refer to our prior comment 7 and continue to remove references to your
stock potentially
trading on the Over-the-Counter Bulletin Board. For example, you refer
to the Over-the-
Counter Bulletin Board on pages 7 and 16.
Description of Business, page 22
5. Please revise your business description to clearly delineate between
your current
operations and activities versus your future business plans. When
describing future
business plans, clarify what can reasonably be achieved based upon
your current funding
and potential funding from the registered offering. As just some
examples:
Revise to remove any implication that you currently have any
products. We note in
particular the following statement on page 24: "Our main products
are solar water
pumps and the related and necessary equipment to operate and
maintain these solar
water pump systems including, but not limited to, battery storage
systems,
photovoltaic power generating panels, photo cell switching systems
and water storage
tanks."
Provide the basis for your statement on page 23 that [o]ur
competitive advantage for
manufacturing and procurement will allow us to penetrate the
currently existing
market and expand market share in the various markets.
Indicate that your sales and marketing disclosure on page 30 and
31 describes future
plans that are dependent upon having sufficient funding and the
ability to hire
employees such as "sales management and technical professionals."
Products and Services, page 25
6. You disclose in response to prior comment 12 that you will be sourcing
products under the
"Difful" brand from Zhejiang Dingfeng Electric Appliance Co., which
will be marketed,
sold and distributed as private labelled products under "Elektor"
branding. Please
describe the material terms of the agreements and arrangements with
Zhejiang Dingfeng
Electric Appliance Co. and file them as exhibits. In addition, please
limit the descriptions
of and graphics related to Difful products to only those Difful solar
water pumps you have
agreements to sell and distribute. Provide credit to the respective
source for each graphic
and piece of data you did not create yourself and that remain in the
prospectus.
7. In your response letter, you indicate that Mr. Malamas has spent
hundreds of hours and
incurred significant operating expenses on behalf of the company. You
also indicate in
your response letter and in disclosure on page 25 that Mr. Malamas has
purchased and
procured the component parts for a prototype of a solar water pump for
domestic use and
a prototype of an agricultural/commercial solar water pump. Please
disclose the amount
of expenses incurred by Mr. Malamas. Disclose the material terms of
your agreements
with Mr. Malamas to work as an independent contractor, including any
obligations to
reimburse Mr. Malalas for his expenses and hours worked on behalf of
the company. In
this regard, we note that the company s expenses through December
31, 2021 consisted of
Demetrios Malamas
Elektor Industries Inc.
April 13, 2022
Page 3
general and administrative expenses of $587 and professional fees of
$2,025. We also note
that Mr. Malamas has not received any compensation from the company
since inception.
File the agreements between the company and Mr. Malamas as exhibits.
8. You appear to indicate in your disclosure on page 25 that Mr. Malamas
has consulted on
and designed the two prototypes of solar water pumps for domestic use
and
agricultural/commercial use. Please discuss Mr. Malamas business
experience in this
area and, if appropriate, provide risk factor disclosure if Mr.
Malamas lacks experience in
the company s proposed business.
Sales & Marketing, page 30
9. Please explain how solar water pumps offer lighting and internet
connectivity.
Market Research & Potential, page 31
10. Please clarify how the World Health Organization's list of top ten
countries in need of
clean water is relevant to your business and two target countries. In
this regard, your
disclosure focuses on Nigeria's and Papua New Guinea's agricultural
sectors. Therefore,
please provide information relating to the water supply and demand of
these markets.
Furthermore, we note that you added a statement under "Customers" on
page 32 that
"[a] study in East Africa found that 22% of solar water pump customers
do not use their
pumps for farming at all..." Please clarify why this statement is
relevant to your target
market of one country in west Africa and one country in the
southwestern Pacific Ocean.
Competition, page 33
11. You continue to refer to the forecast period in the first
paragraph of this subsection.
Please clarify this reference.
Employees and Employment Agreements, page 34
12. In light of the fact that Mr. Malamas is currently the CEO of ACE
Funeral Products Ltd.,
please clarify how Mr. Malamas devotes approximately 40 hours per week
to Elektor
Industries' company matters
Where You Can Find More Information, page 45
13. We note your response to our prior comment 6 and reissue in part. Please
provide the
requested revisions to the disclosure under this subsection. In
addition, please clarify
FirstName LastNameDemetrios Malamas
whether you will file a Form 8-A before effectiveness of the Form S-1,
as you state in
Comapany
yourNameElektor Industries
response letter, or after Inc.
the Form S-1 is effective, as you
disclose under the new risk
factor
April 13, 2022onPage
page314 entitled "If we decided to suspend our obligations to
file reports..."
FirstName LastName
Demetrios Malamas
FirstName LastNameDemetrios Malamas
Elektor Industries Inc.
Comapany
April NameElektor Industries Inc.
13, 2022
April 413, 2022 Page 4
Page
FirstName LastName
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 Lauren
Pierce, Staff
Attorney, at (202) 551-6001 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology