Easy Energy, Inc.
Suite 105 - 5348 Vegas Dr. Las Vegas, NV 89108 Tel: +1 (702) 442-1166
October 14, 2008
Via EDGAR and Fax
Brian Cascio, Branch Chief
Mail Stop 3561
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Easy Energy Inc. (the "Company")
Form S-1
File No. 333-150468, filed April 25, 2008,amended April 28, 2008,
July 7, 2008, August 13, 2008 and on September 18, 2008.
Dear Mr. Cascio:
The purpose of this letter is to respond to your letter of September 30, 2008
with respect to the above-captioned filing. We are concurrently filing
Pre-Effective Amendment No. 5 to Form S-1 (the "Amended S-1") as well as a
second amendment to our Form 10-Q for the three and six month periods ended June
30, 2008 and a fourth amendment to our Form 10-Q for the three month period
ended March 31, 2008.
For ease of reference, our responses are keyed to your comments.
Form S-1/A Amendment 4 filed September 18, 2008
Restated Financial Statements June 30, 3008
Restated Statements of Operations, page F-2
1. We reference your response to prior comment 7 in our letter dated
August 27, 2008. Please tell us why the periods you have presented in
the Statements of Operations and Statements of Cash Flows are
different and how these are consistent with the requirements of Rule
8-03 of Regulation S-X.
Response: We have already explained in the response to prior comment 7 why the
periods presented in the Statements of Operations vary from those presented in
the Statements of Cash Flows. We repeat that response and quote Rule 8-03
"Interim financial statements shall include a balance sheet as of the end of the
issuer's most recent fiscal quarter, a balance sheet as of the end of the
preceding fiscal year, and income statements and statements of cash flows for
the interim period up to the date of such balance sheet and the comparable
period of the preceding fiscal year." As required we are presenting the balance
sheets as of June 30, 2008 and December 31, 2007 and the statements of
operations and cash flows for the six months ended June 30, 2008 and 2007.
INSTRUCTION 1 TO SS. 210.8-03 adds " Where Article 8 is applicable to a Form
10-Q and the interim period is more than one quarter, income statements must
also be provided for the most recent interim quarter and the comparable quarter
of the preceding fiscal year. " No such requirement is given to present the most
recent interim quarter and comparable quarter on the statements of cash flows.
However since it is not prohibited and to satisfy the reviewer's apparent desire
for the presentation of a 3 months ended June 30, 2008 statement of cash flow we
have added this column to the amended Form S-1/A. Please also note that the
Company was incorporated on May 17, 2007. Therefore the column titled May 17,
2007 (inception) to June 30, 2007 is the "comparable period" for both the Three
Months June 30, 2008 and the Six Months June 30, 2008 columns.
Note 5-Capital Stock, pages F-8 and F-9
2. We reference your response to prior comment 3 in our letter dated
August 27, 2008. We note that you have revised the financial
statements to reflect the stock and warrants issued on March 25, and
27, 2008 at their trading prices. Please tell us where you have
provided the disclosures required by SFAS 154.
Response: Note 9 -Restated Financial Statements was inadvertently omitted in the
process of edgarizing the restated financial statements in Amendment 4. Note 9
has been added to Amendment 5 and expanded in response to the following
comments.
March 31, 2008 Financial Statements
Note 9-Restated Financial Statements, page F-14
3. Please revise to separately discuss each of the restatement
adjustments for the correction of the errors and disclose the effect
that these have on each financial statement line item included on
pages F-24 through F-24. Provide all the disclosures required by
paragraph 26 of SFAS 154.
Response: We have expanded Note 9 to disclose (a) the effect of the correction
on each financial statement line item and any per-share amounts affected for
each prior period presented and (b) the cumulative effect of the change on the
accumulated deficit.
June 30, 2008 Form 10-Q/A filed September 18, 2008
Management's Discussion and Analysis
4. Please tell us the reason that the estimated expenses for the next
twelve month period on page 15 of your Form 10-Q/A filed September 18,
2008 do not agree with the amounts on page 19 of amendment number 4 to
your Form S-1.
Response: The Amended S-1 has been revised so that the estimated expenses for
the next twelve month period agree with our 10-Q/A for the period ended June 30,
2008.
Financial Statements
5. Please tell us where you have provided disclosures for the
restatements adjustments for the correction of the errors, including
all the disclosures required by paragraph 26 of SFAS 154.
Response: Note 9 has been added to the Form 10-Q/A for the period ended June 30,
2008 to provide the disclosure required by paragraph 26 of SFAS 154.
* should the Commission or the staff, acting pursuant to delegated
authority, declare the above-referenced registration statement
effective, it does not foreclose the Commission from taking any action
with respect to the above-referenced registration statement;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the above-referenced registration
statement effective, does not relieve us from our full responsibility
for the adequacy and accuracy of the disclosure in the
above-referenced registration statement; and
* We may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
* * * * * * * * *
Please call Edwin L. Miller Jr. at (617) 338-2447 or Oded Har-Even at (212)
660-5002, both attorneys at Z.A.G/S&W LLP, if you have any questions or require
additional information.
Sincerely yours,
/s/ Guy Ofir
- -------------------------
Guy Ofir
Chief Executive Officer