United States securities and exchange commission logo
August 14, 2023
Liliia Havrykh
Chief Executive Officer
IMA Tech Inc.
34 N Franklin Ave 687
Pinedale, WY 82941
Re: IMA Tech Inc.
Registration
Statement on Form S-1
Filed July 17, 2023
File No. 333-273283
Dear Liliia Havrykh:
We have reviewed your 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.
Registration Statement on Form S-1
Cover Page
1. You disclose that
Liliia Havrykh, your sole officer and director, beneficially owns 100%
of your outstanding
common stock. Please disclose on the cover page that you are a
"controlled company"
and the identity and beneficial ownership percentage of your
controlling
shareholder.
Our Company, page 8
2. We note your disclosure
that "The Company specializes in developing digital avatars of
consultants using a
unique blend of Human Mind, Artificial Intelligence, and Database
niche." Please revise
to provide a more complete description of how your company
intends to utilize
artificial intelligence and databae niche, and what those entail. As non-
Liliia Havrykh
FirstName LastNameLiliia Havrykh
IMA Tech Inc.
Comapany
August 14, NameIMA
2023 Tech Inc.
August
Page 2 14, 2023 Page 2
FirstName LastName
exclusive examples, explain whether you use or intend to use
third-party services
providers for your databases and artificial intelligence or if you
have developed your
own.
Prospectus Summary, page 8
3. Please expand upon your discussion of your business plan in this
section and
describe more specifically your activities planned for the next twelve
months. Discuss the
steps you have taken to date to implement your business plan and
describe the costs
involved. Provide additional information regarding the development of
customizable
avatars and their use particularly with regard to saving time and
costs while providing a
more immersive and personalized experience" and clarify the ways in
which "avatars
allow for remote customer service without sacrificing personal
attention and human
presence."
"As an "emerging growth company" under the JOBS Act . . .", page 10
4. Please revise to more fully describe the provisions of the JOBS Act
and the specific
eligibility criteria to maintain the status as an emerging growth
company. Disclose
whether the company has elected to take advantage of the extended
transition provisions
that Section 107 of the JOBS Act provides an emerging growth company,
as provided in
Section 7(a)(2)(B) of the Securities Act, for complying with new or
revised accounting
standards. If you elect to use this extended transition provision,
please disclose that as a
result of this election your financial statements may not be
comparable to companies that
comply with public company effective dates.
Risk Factors, page 10
5. Since you are also a smaller reporting company, please add a separate
risk factor
disclosing that even if you no longer qualify as an emerging growth
company, you may
still be subject to reduced reporting requirements so long as you are
a smaller reporting
company.
6. Please revise your disclosure to include a risk factor related to the
risks posed by the self-
underwritten nature of your primary offering. The risk factor should
explain that no
underwriter has engaged in any due diligence activities and that an
underwriter's due
diligence obligations go to confirming the accuracy of the disclosure
in the prospectus as
well as providing input as to the offering price.
"Due to the limited time commitment of our sole officer and director...", page
11
7. We note your disclosure that Ms. Havrykh will devote limited time to
the business.
Please revise this risk factor to clarify whether Ms. Havrykh, your
sole officer and
director, has any specific conflicts of interest that may arise from
other business
activities.
Liliia Havrykh
FirstName LastNameLiliia Havrykh
IMA Tech Inc.
Comapany
August 14, NameIMA
2023 Tech Inc.
August
Page 3 14, 2023 Page 3
FirstName LastName
"There may be some concerns among potential clients regarding the accuracy and
reliability of
our digital avatars...", page 16
8. Your disclosure notes "potential clients may have concerns about the
reliability and
accuracy of digital avatars, especially when it comes to complex
decision-making
processes. Please expand your discussion of the capabilities and
processes of the digital
avatars. More generally, describe the functionality of the digital
avatars and the company's
ability to produce them.
"Unauthorized use of our intellectual property. . .", page 19
9. Your disclosure notes that you "rely on a combination of intellectual
property laws and
contractual arrangements, including non-disclosure agreements and
confidentiality
agreements, which protect [y]our trademarks, domain names, and other
similar intellectual
property." Please revise here and elsewhere as appropriate to disclose
relevant
trademarks and domain names of the company as well as any intellectual
property
developed by the company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
33
10. We note you disclosure that you disclaim any obligation to update or
otherwise
revise forward-looking statements. Please revise to clarify that your
obligation to update is
conditioned upon your obligations under the federal securities laws
and awareness of
material events or omissions that would require you to update your
disclosure.
Liquidity and Capital Resources, page 33
11. You disclose that you anticipate receiving sufficient proceeds from
investors through this
offering to continue operations for at least the next twelve months.
As this is a best efforts
offering, with no minimum, please revise to remove disclosures
indicating that you expect
to receive sufficient funding from this offering or advise. Quantify
the amount of cash
you need to implement your plan of operations, the extent to which the
$90,000 loan from
the President is available to implement plan of operations if offering
proceeds are not
sufficient, and the number of months that your current cash on hand is
expected to fund
operations. Refer to Item 303(a) of Regulation S-K.
12. Please revise to describe the basis for your statement that the
company is expected to
begin to receive revenues from operations in the coming year,
including any agreements
with potential customers and product development activities to date.
Directors, Executive Officers, Promoters and Control Persons , page 35
13. Please revise to provide all of the information required by Item
401(e) of Regulation S-K.
For example, revise to describe the business experience, principal
occupations and
employment of Ms. Havrykh during the past five years, including the
dates and duration
Liliia Havrykh
IMA Tech Inc.
August 14, 2023
Page 4
of employment. Additionally, revise to briefly discuss the specific
experience,
qualifications, attributes or skills that led to the conclusion that
such person should serve
as a director. Finally, refrain from using vague promotional language
in discussing the
previous business experience.
Our Management, page 35
14. On page 35, your disclosure provides that Ms. Havrykh "will be
devoting all her time
needed for planning and organizing activities for IMA Tech while
your disclosure on
page 37 provides that Ms. Liliia Havrykh currently devotes
restricted amount of time to
our operations. Please reconcile the number of hours per week that
Ms. Havrykh will
devote to the operations of the company for consistency throughout.
Description of Capital Stock, page 39
15. Your disclosure indicates that shares of the company's common stock
"cannot be
converted into any other kind of stock, except in extraordinary
transactions, such as
mergers and court approved bankruptcy reorganizations." However, the
company's filed
Corporate Bylaws provide that the corporation "is authorized to issue
any class of shares
or securities convertible into shares of any class." Please revise for
clarity and
consistency.
Plan of Distribution, page 41
16. Your disclosure indicates that your common stock is a penny stock.
Therefore, you are not
eligible to incorporate by reference. We note that you have indicated
that some
information may be "incorporated by reference in this Prospectus."
Please revise your
prospectus accordingly. Please see General Instruction VII.D.1(c) of
Form S-1 for
guidance.
Consolidated Financial Statements
Note 5. Related Party Transactions, page F-6
17. We note your disclosure that shareholders or directors have not made a
written
commitment for continued support. Please revise to describe the loan
agreement with the
President disclosed on page 34, including the timing for receipt of the
$90,000 pursuant to
the Loan Agreement. In this regard, you disclose on page 34 that the
loan will be
provided on as-needed basis; however, this is not apparent based
on the Loan Agreement
FirstName LastNameLiliia Havrykh
filed as Exhibit 10.1. Additionally, describe the conversion option,
including how and
Comapany
whenNameIMA Tech price
the conversion Inc. will be determined and when the loan may be
converted into
Augustshares of common
14, 2023 Page 4 stock of the company.
FirstName LastName
Liliia Havrykh
FirstName LastNameLiliia Havrykh
IMA Tech Inc.
Comapany
August 14, NameIMA
2023 Tech Inc.
August
Page 5 14, 2023 Page 5
FirstName LastName
General
18. It appears that you may be a shell company as defined in Rule 405
under the Securities
Act of 1933. We note that you have no or nominal operations, assets
consisting solely of
cash and cash equivalents, nominal expenditures in furtherance of your
business plan, and
no revenues to date. We also note that significant steps remain to
commence your business
plan. Provide us with a detailed legal analysis explaining why you are
not a shell company
or otherwise disclose on the cover page and in the description of
business section that you
are a shell company and add a risk factor that highlights the
consequences of
your shell company status. Discuss the prohibition on the use of Form
S-8 by shell
companies, enhanced reporting requirements imposed on shell companies
and the
limitations on the ability of your security holders to resell their
securities in reliance on
Rule 144. Describe the potential impact on your ability to attract
additional capital
through subsequent unregistered offerings.
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.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact Marion
Graham, Staff
Attorney, at (202) 551-6521 or Matthew Derby, Legal Branch Chief, at (202)
551-3334 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Robert Zepfel