United States securities and exchange commission logo
October 15, 2022
Erik S. Nelson
Chief Executive Officer
Bellatora, Inc.
2030 Powers Ferry Road SE, Suite #212
Atlanta, GA 30339
Re: Bellatora, Inc.
Registration
Statement on Form 10-12G
Filed September 19,
2022
File No. 000-56478
Dear Erik S. Nelson:
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.
Registration Statement on Form 10-12G filed September 19, 2022
Item 1A. Risk Factors
Risks Related to Our Securities, page 12
1. We note the statement
on page 14 in the risk factor on Rule 144 sales in the future
that you are
registering all of the shares outstanding so your officers will be able to sell
their shares if this
registration statement becomes effective. Please revise, as this
registration statement
is registering the class of securities under the Securities Exchange
Act of 1934 and is not
registering the shares held by your officers. Therefore, Rule 144
would continue to apply
to your officers. Please reconcile and revise the discussion of
Rule 144 in this risk
factor to clearly reflect the restrictions on sales due to your status as a
shell company.
Erik S. Nelson
FirstName LastNameErik S. Nelson
Bellatora, Inc.
Comapany
October 15,NameBellatora,
2022 Inc.
October
Page 2 15, 2022 Page 2
FirstName LastName
Item 2. Financial Information
Results of Operations for the Period Ended December 31, 2021 Compared to the
Year Ended
December 31, 2020, page 17
2. Please revise to clarify that the company recognized no revenue, if
true, during the years
ended December 31, 2021 and 2020.
3. Please expand your disclosure regarding the $60,000 gain on the
extinguishment of debt.
Specify the debt extinguished, including its material terms; quantify
the principal and
interest outstanding at the time the debt was extinguished; and
quantify any consideration
given in exchange for the debt being extinguished.
Financing Activities, page 19
4. Please revise to disclose the material terms of the related party
notes payable, including
the principal amount, interest rate, and maturity date.
Controls and Procedures, page 19
5. We note here and on page 11 your assessment of internal control over
financial reporting
as not sufficient instead of as ineffective consistent
with Regulation S-K Item
308(a)(3). Please revise. Additionally, we note your assessment is as
of December 31,
2020 instead of 2021. Please advise.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 22
6. To the extent the warrants issued to Coral Investment Partners, LP may
be exercised
within sixty days, please revise the beneficial ownership tables on
pages 22 and 23,
respectively, to include such warrants.
7. We note the statement following the table on page 23 that you have
included in the
table only those derivative securities with exercise prices that you
believe have a
reasonable likelihood of being "in the money" within the next sixty
days. Such statement
is not consistent with Rule 13d-3. Please remove it.
Item 5. Directors and Executive Officers, page 24
8. Please revise your disclosure regarding the background and history of
your executive
officer and director to comply with Item 401(e)(1) of Regulation S-K.
Specifically, revise
your disclosure to describe the business experience, principal
occupations and
employment, of Erik Nelson during the past five years, including the
dates and duration of
his employment.
Additional Information, page 25
9. Please revise to include UAN Power Corp. in your page 25 discussion of
all of the blank
check companies, which have filed a registration statement, with which
Mr. Nelson has
Erik S. Nelson
FirstName LastNameErik S. Nelson
Bellatora, Inc.
Comapany
October 15,NameBellatora,
2022 Inc.
October
Page 3 15, 2022 Page 3
FirstName LastName
been affiliated in the past five years. In addition, please revise
your page 26 discussion of
all of the blank check companies, which have not filed a registration
statement, with
which Mr. Nelson has been associated. In this regard, we note that
Bellatora, Inc. is
included in your page 26 discussion.
Conflicts of Interest - General , page 27
10. Please expand your disclosure to identify all businesses in which your
officers or directors
are, or may become, officers, directors, controlling shareholders,
partners and/or
members. This should include, but not be limited to, the blank check
companies with
which Mr. Nelson is involved.
Item 6. Executive Compensation, page 28
11. Please revise your second sentence to clarify that the executive
compensation being
addressed in this section is the compensation for the fiscal years
ended December 31,
2020 and December 31, 2021 along with the six month period ended June
30, 2022.
12. Please revise the summary compensation table, as appropriate, to
include any stock based
compensation furnished to Mr. Nelson. In this regard, we note that the
notes to the
financial statements on pages F-9 and F-18 state that the company
recorded $19,000 in
stock based compensation in connection with the purchase by Coral
Investment Partners
of 100,000,000 shares of common stock and 100,000,000 warrants for a
total of $2,000.
Thus, it appears that the purpose of the stock purchase transaction
was to furnish
compensation to Mr. Nelson through a third party, and such amount
should be included in
the summary compensation table. See Item 402(m)(1) of Regulation S-K.
To the extent
the stock based compensation is added to the summary compensation
table, please include
a footnote disclosing all assumptions made in the valuation by
reference to a discussion of
those assumptions in the company's financial statements, footnotes to
the financial
statements, or discussion in the Management's Discussion and Analysis.
See Instruction 1
to Item 402(n)(2)(v) and (n)(2)(vi) of Regulation S-K.
13. Please revise to provide the information required by Item 402(r) of
Regulation S-K
concerning any director compensation.
Item 7. Certain Relationships and Related Transactions, page 29
14. We note your disclosure on page 29 regarding the material terms of the
promissory note.
Please expand your disclosure to include the amount of principal and
interest paid
during the period ended June 30, 2022, as required by Item 404(a)(5)
of Regulation S-K.
Please also clarify whether the interest rate applies to the
additional loan amounts.
Item 9. Market Price of and Dividends on the Registrant's Common Equity, page
31
15. Please revise to clarify that the company has "Pink Limited
Information" and "Caveat
Emptor" warnings from OTC Markets. In this regard, we note your
disclosure on page 31
Erik S. Nelson
Bellatora, Inc.
October 15, 2022
Page 4
that the company has a "Stop" warning.
Item 10. Recent Sales of Unregistered Securities, page 33
16. Please revise to include the warrants issued to Coral Investment
Partners, LP on June 18,
2021. In addition, please disclose the persons or class of persons to
whom the
securities were sold, as required by Item 701 of Regulation S-K. Please
also provide more
specificity regarding the facts supporting the exemptions relied upon.
Item 11. Description of Registrant's Securities to be Registered, page 34
17. Please revise to reconcile your disclosure on page 34 with your amended
and restated
articles of incorporation filed as Exhibit 3.6. In this regard, we note
that page 34 states
you are authorized to issue 2,000,000,000 shares of common stock.
However, Section 5.1
of your amended and restated articles of incorporation states you are
authorized to issue
200,000,000 shares of common stock.
18. Please expand your disclosure to describe briefly your preferred shares
and to disclose that
you have the authority to create and issue rights, warrants and options.
Item 13. Financial Statements and Supplementary Data, page 36
19. Please revise to clarify that your financial statements for the three
and six months ended
June 30, 2022 and 2021 are unaudited.
Exhibits
20. Please file as exhibits each of the Class A and Class B warrant
agreements.
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 Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other
questions.
Sincerely,
FirstName LastNameErik S. Nelson
Division of
Corporation Finance
Comapany NameBellatora, Inc.
Office of Real
Estate & Construction
October 15, 2022 Page 4
cc: Robert J. Mottern, Esq.
FirstName LastName