United States securities and exchange commission logo
August 25, 2022
Guy Adrian Robertson
Chief Executive Officer and Director
Fitell Corporation
23-25 Mangrove Lane
Taren Point, NSW 2229
Australia
Re: Fitell Corporation
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted August 5,
2022
CIK No. 0001928581
Dear Mr. Robertson:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted
August 5, 2022
Cover Page
1. Please be advised that
we are continuing to review your response to comment 4 and may
have future comments in
this area. Regarding the disclosure on page 2 about the opening
of six stores by the
licensee in Eastern China "as of April 25, 2022" and revenue from the
licensing agreement is
"expected to be less than 15.0% of the Company's revenue in the
fiscal year ended June
30, 2022," tell us the extent to which your response considered
their plans to "open a
total of 40 fitness centers" based on an expansion plan by "the end
of 2022." For example,
would your revenue in China and/or Hong Kong from the
licensing agreement
materially increase based on 40 stores compared to 6 stores?
Guy Adrian Robertson
Fitell Corporation
August 25, 2022
Page 2
2. Please ensure that you clarify the significance of the disclosure
throughout your
prospectus about markets in China to your business. For example, we
note the
disclosure on page 51 about the market size of China's fitness
industry. However, we note
the disclosure on page F-7 that the company "conducts its primary
operations of selling
gym and fitness equipment in Australia." As another example, we note
the disclosure on
page 52 about the market size of the nutrition supplements market in
Mainland China;
however, you mention in your response to prior comment 4 that "The
Company s future
commercial strategies may include online sales of nutrition
supplements internationally,
including from and in China. However, the Company has not, to date,
implemented such
sales strategy, and the Company does not currently offer online sales
of nutrition
supplements in China or elsewhere." Also, ensure that you clarify the
significance of the
disclosure throughout your prospectus about other markets to your
business. For example,
we note the disclosure about the growth of the global fitness industry
on pages 5-6 and the
disclosure on pages 51-52 about the various Nutrition Supplements
markets other than the
market in China.
3. We note your response to prior comment 6. Please file as an exhibit
the license agreement
mentioned on page 2 or tell us why you have not filed the agreement as
an exhibit.
Interactive Fitness Equipment and Platform/Mobile Application, page 2
4. Please ensure that you update the disclosure in this section and
throughout the prospectus
to the extent applicable. For example, expand the disclosure in this
section that you
"expect to commercially launch these platforms in July 2022."
Suppliers and Customers, page 56
5. We note your response to prior comment 12. Please revise page 56 to
disclose, if
applicable, any material affiliation or relationships between the
company and the four
suppliers that represent over 5% of the company's supplies that are
based in China.
Management, page 63
6. We note your response to prior comment 16. Please revise the
disclosure on page 63 to
state when Mr. Robertson became the chief executive officer and a
director of the
registrant.
Compensation of Directors, page 66
7. As requested in prior comment 18, please update your compensation
disclosure in the
"Compensation of Directors" section on page 66 for your recently
completed fiscal year
FirstName LastNameGuy Adrian Robertson
ended June 30, 2022. Also, ensure that you have updated the disclosure
in the Summary
Comapany NameFitellTable
Compensation Corporation
on page 66 to include the compensation for Mr.
Robertson for the
Augustfiscal yearPage
25, 2022 ended
2 June 30, 2022.
FirstName LastName
Guy Adrian Robertson
FirstName LastNameGuy Adrian Robertson
Fitell Corporation
Comapany
August 25, NameFitell
2022 Corporation
August
Page 3 25, 2022 Page 3
FirstName LastName
Signatures, page II-5
8. As requested in prior comment 25, below the second paragraph of text
on the Signatures
page, please include the signature of the principal financial officer,
and the controller or
principal accounting officer where the registration statement is
signed by individuals and
indicate the capacity in which each individual is signing.
You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or
Andrew Blume,
Senior Accountant, at 202-551-3254 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Mark E. Crone, Esq.