Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Telephone: (206) 522-2256 / Facsimile: (206) 260-0111
Writer's e-mail: tpuzzo@msn.com
Writer's cell: (206) 412-6868
October 11, 2012
VIA EDGAR
Tom Kluck
Legal Branch Chief
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Lion Consulting Group, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed October 11, 2012
File No. 333-181624
Dear Mr. Kluck:
Pursuant to the staff's comment letter dated September 10, 2012 we
respectfully submit this letter on behalf of our client, the Company.
Amendment No. 3 to the Company's Form S-1 was filed with the Securities and
Exchange Commission (the "Commission") via EDGAR on October 11, 2012.
The staff's comments are reproduced in bold italics in this letter, and the
Company's responses to the staff's comments follow each staff comment.
References to page numbers are made to the redlined Amendment No. 2 to the Form
S-1.
GENERAL
1. IT DOES NOT APPEAR THAT YOU ARE RAISING SUFFICIENT FUNDS IN THIS
OFFERING TO IMPLEMENT YOUR BUSINESS PLAN. WE NOTE YOUR DISCLOSURE ON
PAGE 6 AND ELSEWHERE THAT YOU WILL NEED TO RAISE AN ADDITIONAL
$200,000 TO IMPLEMENT YOUR PLAN IN THE NEXT 12 MONTHS. WE ALSO NOTE
THAT YOU DO NOT HAVE ANY IT EXPERIENCE AND THEREFORE WILL HAVE TO HIRE
INDIVIDUALS TO PROVIDE YOU THE ABILITY TO OFFER THIS SERVICE. IN LIGHT
OF THIS, WE CONTINUE TO BELIEVE THAT YOUR PROPOSED BUSINESS MAY BE
COMMENSURATE IN SCOPE WITH THE UNCERTAINTY ORDINARILY ASSOCIATED WITH
A BLANK CHECK COMPANY. ACCORDINGLY, PLEASE REVISE YOUR DISCLOSURE
THROUGHOUT YOUR REGISTRATION STATEMENT TO COMPLY WITH RULE 419 OF
REGULATION C OR SUPPLEMENTALLY PROVIDE A DETAILED EXPLANATION AS TO
WHY RULE 419 DOES NOT APPLY TO THIS OFFERING. IF YOU BELIEVE THAT YOU
DO NOT FALL WITHIN THE DEFINITION OF A BLANK CHECK COMPANY,
APPROPRIATE DISCLOSURE TO DEMONSTRATE YOUR STATUS AS A NON-BLANK CHECK
COMPANY SHOULD BE INCLUDED IN THE PROSPECTUS AS WELL AS A SPECIFIC
BUSINESS PLAN. PLEASE REFER TO ITEM 101(A)(2) OF REGULATION S-K.
Company response: The Company has changed its business plan to not offer IT
consulting services, which eliminates the need to raise an additional $100,000
to implement its plan in the next 12 months. The Company believes that the IT
consulting services are of a technical nature so different from the balance of
the business consulting services being offered that they are mutually exclusive
and can be eliminated from the business without effecting the balance of the
services in the business. Additionally, the Company has changes its use of
proceeds to use funds previously reserved as miscellaneous/contingency for
marketing and promotion and advertising, and changes its plan to raise an
additional $100,000 previously planned for marketing and promotion outside of
the plan of operation. The companies believes that it can operate its business
successfully without the additional $100,000 previously planned for marketing
and promotion outside of the plan of operation. Please see pages 3, 6, 7, 15,
19, 24, and 25 for revisions made by the Company in accordance with the
foregoing.
2. WE NOTE YOUR RESPONSE TO COMMENT 1 OF OUR LETTER DATED JULY 30, 2012.
PLEASE AFFIRMATIVELY CONFIRM THAT YOU HAVE NOT PROVIDED ANY WRITTEN
MATERIALS TO QUALIFIED INSTITUTIONAL BUYERS OR INSTITUTIONAL
ACCREDITED INVESTORS AND THAT YOU HAVE NOT AUTHORIZED ANYONE TO DO SO
ON YOUR BEHALF.
Company response: The Company confirms that it has not provided any written
materials to qualified institutional buyers or institutional accredited
investors and had not authorized anyone to do so on our behalf.
3. WE NOTE YOUR RESPONSE TO COMMENT 2 OF OUR LETTER DATED JULY 30, 2012.
PLEASE PROVIDE SUPPORTING DOCUMENTS FOR ALL QUANTITATIVE AND
QUALITATIVE BUSINESS AND INDUSTRY DATA USED IN THE REGISTRATION
STATEMENT. FOR EXAMPLE ONLY, WE NOTE YOUR DISCLOSURE ON PAGE 20.
CLEARLY MARK THE SPECIFIC LANGUAGE IN THE SUPPORTING MATERIALS THAT
SUPPORTS EACH STATEMENT. THE REQUESTED INFORMATION SHOULD BE FILED AS
EDGAR CORRESPONDENCE OR, ALTERNATIVELY, SHOULD BE SENT IN PAPER FORM
ACCOMPANIED BY A COVER LETTER INDICATING THAT THE MATERIAL IS BEING
PROVIDED PURSUANT TO SECURITIES ACT RULE 418 AND THAT SUCH MATERIAL
SHOULD BE RETURNED TO THE REGISTRANT UPON COMPLETION OF THE STAFF
REVIEW PROCESS. IF YOU CANNOT PROVIDE SUPPORTING MATERIALS, PLEASE
REMOVE THE DISCLOSURE. PLEASE NOTE THAT MR. WAGNER IS AN AFFILIATE,
AND IS NOT CONSIDERED AN INDEPENDENT THIRD PARTY SOURCE.
Company response: The Company was unable to extract as separate data for
submission to the Staff the quantitative and qualitative business and industry
data used in the registration statement in the business plan software from which
the Company obtained the data. Therefore the company has removed of such data
from the Form S-1. Please see page 20.
DESCRIPTION OF BUSINESS, PAGE 19
4. WE NOTE YOUR RESPONSE TO COMMENT 7 OF OUR LETTER DATED JULY 30, 2012,
AND WE REISSUE OUR COMMENT. PLEASE EXPAND YOUR DISCLOSURE TO DISCUSS
THE REGULATIONS APPLICABLE TO COMPANIES BASED IN SWITZERLAND OR
2
PROVIDE A DETAILED EXPLANATION AS TO WHY THE COMPANY IS NOT SUBJECT TO
SUCH REGULATIONS.
Company response: The Company retained Switzerland counsel who has advised the
Company that Swiss laws do not apply to the Company. Attached please see a
letter from the Company's Switzerland counsel to the Company.
5. WE NOTE YOUR RESPONSE TO COMMENT 8 OF OUR LETTER DATED JULY 30, 2012.
PLEASE ADVISE WHETHER YOU HAVE ENTERED INTO AN AGREEMENT WITH UNITED
OIL GAS CORP. AND TRISTAR ENERGY GROUP INC. TO PROVIDE SERVICES FOR
THESE COMPANIES. IF SO, PLEASE FILE THESE AGREEMENTS IN ACCORDANCE
WITH ITEM 601(B)(10) OR TELL US WHY YOU BELIEVE YOU ARE NOT REQUIRED
TO PROVIDE THESE AGREEMENTS. ADDITIONALLY, PLEASE DISCLOSE THE
SERVICES THAT YOU WILL PROVIDE TO THESE ENTITIES. IN ADDITION, PLEASE
UPDATE THE CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS SECTION AS
APPLICABLE.
EMPLOYEES AND EMPLOYMENT AGREEMENTS, PAGE 21
Company response: The Company has not entered into any agreement with either
United Oil and Gas Corp or Tristar Energy Group Inc.
6. WE NOTE YOUR RESPONSE TO COMMENT 10 OF OUR LETTER DATED JULY 30, 2012.
WE NOTE THAT YOU NOW DO NOT INTEND TO HIRE EMPLOYEES IN THE NEXT
TWELVE MONTHS. HOWEVER, WE NOTE THAT YOU DO NOT POSSESS IT CONSULTING
EXPERIENCE. PLEASES ADVISE HOW YOU INTEND TO OFFER THIS SERVICE IN
LIGHT OF YOUR REVISED DISCLOSURE.
Company response: As noted in the response to comment no. 1, the Company has
changed its business plan to not offer IT consulting services.
Please contact the undersigned with any questions or comments.
Very truly yours,
/s/ Thomas E. Puzzo
-----------------------------------
Thomas E. Puzzo
3
JEGHER GIL
Philippe P. Wagner
Lion Consulting Group, Inc.
United States of America
Zurich, September 27, 2012
Juan Carlos Gil
Rechtsanwalt, LL.M.
Eingetragen im Anwaltsregister
juancarlos.gil@jeghergil.ch
SWISS REGISTRATION OF COMPANY INCORPORATED ABROAD
Dear Mr Wagner,
Reference is made to our conversation of yesterday.
You have asked me whether a company incorporated in the United States which
has limited operations in Switzerland is required to register in
Switzerland in the event that its sole shareholder and director is a Swiss
national with a Swiss domicile.
Under Swiss law there is no obligation for such a company to register in
Switzerland with any authority including without limitation the Commercial
Register.
Yours sincerely,
/s/ Juan Carlos Gil
-----------------------
Juan Carlos Gil