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HARRISON LAW, P.A.
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Diane J. Harrison 8955 U.S. Hwy 301 N., No. 203
Bar Admissions: Nevada and Florida Parrish, Florida 34219
www.harrisonlawpa.com Phone: (941) 723-7564
Fax: (941) 531-4935
diane@harrisonlawpa.com
June 14, 2012
VIA EDGAR
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410
ATTENTION: Kevin Dougherty, Staff Attorney
RE: First Independence Corp. ("the Company")
Amendment No. 2 to Registration Statement on Form S-1
File No. 333-180655 Filed May 21, 2012
Dear Mr. Dougherty:
In response to your letter of June 8, 2012 addressed to the Company with your
comments on the Company's Registration Statement on Form S-1, filed May 21,
2012, we herewith transmit the Company's Second Amended Registration Statement
on Form S-1 in response. Below, for your ease of reference, are our responses to
your comments, which are numbered in a corresponding manner. For your
convenience, we have included each of the Staff's comments before each of the
Company's responses. References in this letter to "we," "our" or "us" mean the
Company as the context may require.
Amendment No. 1 to FORM S-1
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Dilution of the Price You Pay for Your Shares, page 19
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1. We note your revised disclosure in response to comment 6 in our letter
dated May 8, 2012, but believe the revised disclosure is confusing. For
example, the descriptions of the second and third lines in your new
chart are identical, but the dollar figures for these lines differ.
Additionally, the new chart fails to present a "dilution to new
shareholders" line. It is unclear why your new chart for 33%, 66% and
100% of shares sold varies in format from the chart below for 30%, 50%
and 100% of shares sold. Please refer to the guidance at Item 506 of
Regulation S-K and limit the information provided to what is required.
In addition, please tell us whether the dilution information presented
reflects expected offering expenses.
RESPONSE:
We revised the disclosure as follows:
33% OF 66% OF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- -----------
Price per share......................... $ 0.0115 $ 0.0115 $ 0.0115
Net tangible Book Value per share before
Offering. $ 0.0008 $ 0.0008 $ 0.0008
Net tangible Book Value per share after
Offering. $ 0.0018 $ 0.0027 $ 0.0035
Increase to present stockholders in net
tangible book value per share.......... $ 0.0011 $ 0.0019 $ 0.0027
Capital contributions................... $ 11,385 $ 22,770 $ 34,500
Capital contribution by officer and
director on February 10, 2012.......... $ 9,000 $ 9,000 $ 9,000
Number of shares outstanding before the
offering............................... 9,000,000 9,000,000 9,000,000
Number of shares after offering ........ 9,990,000 10,980,000 12,000,000
Percentage of ownership after offering.. 90% 82% 75%
Dilution to new shareholders ........... $ 0.0097 $ 0.0089 $ 0.0081
PERCENTAGE OF SHARES SOLD
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DILUTION TO NEW SHAREHOLDERS 33% 66% 100%
---------------------------- ---------- ---------- ----------
Per share offering price .......... $ 0.0115 $ 0.0115 $ 0.0115
Net tangible book value per
share before offering ............ $ 0.0008 $ 0.0008 $ 0.0008
Net tangible book value per
share after offering ............. $ 0.0018 $ 0.0027 $ 0.0035
Increase in book value
attributable to new shareholders . $ 0.011 $ 0.0019 $ 0.0027
Dilution to new shareholders ...... $ 0.0097 $ 0.0088 $ 0.0081
The $9,000 originally raised is intended to cover the offering expenses and are
not reflected in the offering expenses for the 3,000,000 shares to be sold at
$0.0115 per share.
Business Description
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Overview, page 24
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2. In response to prior comment 7 from our letter dated May 8, 2012, you
revised disclosure on pages 24 and 33 to disclose that "the proceeds
from this offering will satisfy [y]our cash requirements for up to 18
months." Please revise your filing to clarify the nature of such cash
requirements, as such statement does not appear to be consistent with
your statement at page 5 that you need to raise $500,000 (in addition
to the $34,800 you are seeking to raise through this offering) to
implement your business plan over the next 18 months. We also note that
this is a "best efforts" offering, and you may not raise any minimum
amount of funds.
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RESPONSE:
We added the following statement: "We need to raise $500,000 (in addition to the
$34,800 we are seeking to raise through this "best efforts" offering) to fully
implement our business plan. The funds raised in this offering, assuming we sell
all the shares being offered, will satisfy our planning operations over the next
18 months but will be insufficient to commercialize our manufacturing service or
fully develop our business strategy. If no shares are sold in this offering, we
will only be able to maintain our reporting status with the SEC for one year."
Also on page 3, we added the statement, "In addition, this is a "best efforts"
offering and we may not raise any minimum amount of funds."
We trust that you will find the foregoing responsive to the comments of the
Staff. Please direct any comments or questions regarding this letter or the
Registration Statement to the undersigned at (941) 723-7564, facsimile
941.531.4935, or e-mail at diane@harrisonlawpa.com.
Sincerely,
/s/ DIANE J. HARRISON
Diane J. Harrison, Esq.
Enclosure(s):
1. First Independence Corp.'s Form S-1/A-2 Registration Statement
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