Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
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Email: CassidyLaw@aol.com
Telephone: 949/673-4510 Fax: 949/673-4525
April 17, 2015
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Amendment No. 1 to
Yellow Grotto Acquisition Corporation
File No. 000-55388
Gentlemen:
I attach for filing Amendment No. 1 to the Yellow Grotto
Acquisition Corporation registration statement on Form 10-12g.
The following responses address the comments of the reviewing
staff of the Commission as set forth in a comment letter dated
March 26, 2105 (the "Comment Letter"). The comments in the Comment
Letter are sequentially numbered and the answers set forth herein
refer to each of the comments by number and by citing the location
of each response thereto in the Registration Statement.
The following responses address the comments of the reviewing
staff of the Commission as set forth in its comment letter.
General
1. The Staff's comment is noted
2. The requested disclosure has been added to the cover page
and as the third risk factor.
Item 1. Busineses
3. Through Tiber Creek Corporation, James Cassidy and James McKillop
assist private companies that wish to go public. The services they
provide include initial general corporate overview, assistance with honing
the private company business plan, assistance in effecting a business
combination to reincorporate as Delaware company, filing a resale
registration statement, assistance in preparation of Securities Exchange
Act documentation, assistance with filing a Form 15c211 and introductions
to the brokerage community. Messrs. Cassidy and McKillop are not
effecting transactions in the securities for the account of others.
Tiber Creek charges a flat fee which includes all the services.
No compensation is transaction based.
Item 1A. Risk Factors
4. The requested risk factor disclosure has been added and appears
as the second risk factor.
Recent Blank Check Companies
5. The requested disclosure has been added as a risk factor and at
the beginning of the section engigled "Recent Blank Check Companies".
James Cassidy and James McKillop through Tiber Creek work with many
companies, some start-up and others on-going, that wish to become
public companies. Messrs. Cassidy and McKillop believe that companies
deserve the opportunity and have the right for such opportunity to
become a public company. Although they counsel management of these
companies on the requirements, disclosure, expense and limitations
that being a public company encompasses they cannot pre-determine
which of these companies will be able or not to meet the obligations
thereby imposed.
Sincerely,
/s/ Lee Cassidy
Cell phone: 202-415-3563