MIAMI DAYS CORP.
1504 Bay Road, Suite #924
Miami, Florida 33139
Tel. 1-786-222-7673
Email: office@miamidayscorp.com
October 26, 2012
VIA EDGAR
Loan Lauren P. Nguyen
Special Counsel
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Miami Days Corp.
Amendment No.1 to Registration Statement on Form S-1
Filed September 11, 2012
File No. 333-183814
Dear Ms. Nguyen:
Miami Days Corp. (the "Company") herewith files with the Securities and Exchange
Commission (the "Commission") Amendment No. 1 to the registration statement on
Form S-1 (the "Amended Registration Statement") in response to the Commission's
comments, dated October 4, 2012, with reference to the Company's registration
statement on Form S-1 filed with the Commission on September 11, 2012.
In addition to the Amended Registration Statement, the Company supplementally
responds to the Commission's comments as follows:
GENERAL
1. We note your disclosure on page 3 that you do not intend to be a blank check
or shell company. However, based on the information provided in your filing, it
appears that you are a shell company as defined in Rule 12b-2 under the
Securities Exchange Act of 1934. We note that you have no assets excluding cash,
no revenues to date and appear to have no or nominal operations. We also note
that significant steps remain to commence your plan of operations and to open
your first fast food outlet in Belgrade, Serbia. Please revise throughout to
clarify that you are a shell company and caution investors as to the highly
illiquid nature of an investment in your shares. Throughout the prospectus
discuss the restrictions imposed on such companies, including the unavailability
of Rule 144 of the Securities Act of 1933 for resales of restricted securities.
Also revise the Risks Factors section on page 5 accordingly. Alternatively,
please provide us with detailed facts and analysis demonstrating that you are
not a shell company.
RESPONSE:
We have a specific business plan and an established plan of operations conformed
with defined steps in order to develop as a profitable business in a formally
described predetermined and planed manner. Since we are in the development stage
we only have nominal assets and operations. Since incorporation, we have been
active by commencing steps from company's plan of operations and in accordance
with the contract executed, as part of the plan of operations, finding the
property for our intended business. With the benefit of proceeds lent to us and
the sale of unregistered shares we had capital transactions in a sum of around
$20,000.We purchased equipment (a Gorenje chest freezer FH330W) for a specific
business use in our leased fast food outlet. We also bought a web domain in
order to create a website to market and help facilitate the sale of our
products.
2. Please supplementally provide us with copies of all written communications,
as defined in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your behalf, present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not they retain copies of the
communications. Similarly, please supplementally provide us with any research
reports about you that are published or distributed in reliance upon Section
2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart
Our Business Startups Act by any broker or dealer that is participating or will
participate in your offering.
RESPONSE:
We have not provided nor do we intend to provide potential investors with
written communications nor have any research reports been published or
distributed by any broker or dealer, except for the prospectus which is part of
the Amended Registration Statement.
3. In regard to the next amendment and expected effective date of this filing,
please consider the age of financial statements requirements pursuant to Rule
8-08(b) of Regulation S-X.
RESPONSE:
We will consider the age of our financial statements and provide interim
financial statements when required by Rule 8-08(b) of Regulation S-X.
4. Provide a currently dated consent from the independent registered public
accountant in any amendment of this filing.
RESPONSE:
We have provided a currently dated consent from our independent registered
public accountant in the Amended Registration Statement as Exhibit 23.2.
REGISTRATION STATEMENT COVER PAGE
5. Please revise footnote 1 to the Calculation of Registration Fee table to
identify the specific subsection of Rule 416 of the Securities Act of 1933
relied upon and to track the language of that subsection.
RESPONSE:
Footnote 1 to the Calculation of Registration Fee Table has been revised to
identify the specific subsection of Rule 416 of the Securities Act of 1933
relied upon and to track the language of that subsection.
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PROSPECTUS COVER PAGE
6. Please revise to clarify whether or not there may be extensions to the
offering period. If there may be extensions to the offering period revise to
state the duration of such extensions. Refer to Item 501(b)(8)(iii) of
Regulation S-K.
RESPONSE:
The Amended Registration Statement has been revised to clarify that our board of
directors may extend the offering period for up to an additional 6 months.
7. Please revise to include the date of the prospectus. Refer to Item 501(b)(9)
of Regulation S-K.
RESPONSE:
The date of the prospectus has been included on the prospectus cover page.
PROSPECTUS SUMMARY, PAGE 3
8. Please note that your disclosure regarding your business and current
operations should accurately describe your current company. The description
should not unduly focus on or disproportionately emphasize your future plans or
aspirations. Please revise to provide a more detailed summary of your business
and current operations to include the steps you have taken to date to become an
operating company. To the extent that you discuss future business plans here,
such as your intentions to open a chain of fast food outlets in the Balkan
region, opening a fast food outlet in Belgrade, Serbia, expanding into the U.S.
market, the discussion should be balanced with a brief discussion on the time
frame for implementing future plans, the steps involved, the associated costs,
and any obstacles involved before you can commence the planned operations. This
includes the need for any additional financing. If additional financing may not
be available, please clarify that.
RESPONSE:
We have revised the disclosure to provide a more detailed summary of our
business and current operations including the steps taken to date to become an
operating company, the time frame for implementing future plans, the steps
involved, the associated costs, obstacles involved and the need for any
additional financing.
9. In one of the opening paragraphs on page 3, please revise to disclose that
your auditors have issued a going concern opinion. Please also revise to
disclose your cash on hand as of the most recent practicable date, your monthly
"burn rate," pre and post-offering, and the month you will run out of funds
without additional capital. Also revise to state that you must raise additional
capital in order to continue operations and to implement your plan of operations
and quantify the amounts needed for each.
RESPONSE:
The disclosure on page 3 has been revised to disclose that the Company's
auditors have issued a going concern opinion.. The disclosure has been further
revised to state that the Company's cash on hand as of October 23rd is $145.78,
and the Company's monthly "burn rate" pre-offering is $2,000 and post-offering
will be $2,000. At this current monthly burn rate the Company will run out of
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funds by October 2013, without any additional funds. The fact that the Company
must raise additional capital in order to continue operations and to implement
its plan of operations has been stated on page 3.
10. We note your disclosure in the fifth paragraph that you need a minimum of
$25,000 to conduct your business for the next 12 months. Please revise to
clarify how this amount was determined and what this minimum amount covers.
Clarify, if true, that this amount will only be sufficient to continue
operations for 12 months and commence opening one pilot fast food restaurant.
RESPONSE:
The disclosure has been revised in accordance with the comments of the
Commission to explain how the $25,000 was determined and to indicate what the
minimum amount covers.
11. It appears that you do not have sufficient cash to commence operations to
generate revenues. Please further revise the sixth paragraph to disclose the
consequences to your operations if you are unable to obtain a sufficient amount
of funding.
RESPONSE:
The disclosure has been revised to clarify that if the Company does not obtain a
sufficient amount of funding, its operations will be delayed or fail.
12. Please disclose both (i) the implied aggregate market value of your common
stock based upon the proposed offering price of $0.01 per share and (ii) your
total stockholders' equity balance as of your most recent balance sheet date in
one of your opening paragraphs on page 6.
RESPONSE:
The disclosures required by the Commission have been previously made.
13. We note that your sole officer and director will only devote a portion of
his time to your business and current operations. Please revise to quantify the
portion of time that your sole officer and director expects to devote to you on
a going forward basis here and disclose, if true, that your sole officer will be
managing restaurants located in Serbia while your principal place of business is
located in Florida.
RESPONSE:
The disclosure has been revised to indicate that our sole officer and director
will devote 20 hours per week to our business and operations and will manage
restaurants located in Serbia while the Company's principal place of business is
located in Florida.
FINANCIAL SUMMARY, PAGE 4
14. We note the column heading of July 5, 2012 which was the date of your
inception. Please revise the column heading to reference July 31, 2012 the end
of your audited period. Please also reconcile the amounts shown in the table
with the amounts presented on your balance sheet on page F-3.
RESPONSE:
The referenced column heading has been revised to July 31, 2012 and the amounts
shown in the Financial Summary have been reconciled with the Company's financial
statements.
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RISK FACTORS, PAGE 5
15. We note your disclosure in the first paragraph of this section of "[i]f any
of the following risks, or any other risks not described below because they are
currently unknown to us or we currently deem such risks as immaterial, but they
later become material, actually occurs, it is likely that our business,
financial condition, and operating results could be seriously harmed." All
material risks should be discussed in this section. This section should not
reference unknown or immaterial risks. Please revise this paragraph to clarify
that you have discussed all known material risks.
RESPONSE:
The introductory disclosure to the risk factors has been revised to delete
reference to unknown or immaterial risks.
16. We note that Mr. Didic currently appears to be employed at a Mr. Chow
restaurant in Miami. We also note that your plan of operations contemplates
opening a fast food outlet in Belgrade, Serbia. Please revise to include a risk
factor, if true, discussing the risks associated with opening and operating a
business in a foreign country while your sole officer and director resides in
the U.S.
RESPONSE:
The Amended Registration Statement has been revised in accordance with the
comments of the Commission to add a risk factor that addresses the risks
associated with opening and operating a business in a foreign country while the
Company's sole officer and director resides in the U.S.
17. Please revise to include a risk factor discussing the related-party loan
with Mr. Didic to include any risks related to your ability to repay this loan
and any risks due to the loan being payable on demand.
RESPONSE:
A risk factor has been added as requested by the Commission to discuss the loan
from Mr. Didic.
18. Please revise to include a risk factor to disclose that your officers are
not currently receiving any salary compensation and disclose that your sole
officer and director will have discretion to set any future compensation. Also
disclose the salary compensation they ultimately expect to receive. The
disclosures will help investors evaluate your financial statements.
RESPONSE:
A risk factor concerning compensation for the Company's management has been
added to the disclosure.
OUR SHORT OPERATING HISTORY MAKES OUR BUSINESS DIFFICULT TO EVALUATE, PAGE 5
19. We note your disclosure in the second paragraph that you expect to incur
significant losses into the foreseeable future. Please revise to quantify the
amount of significant losses that you expect to incur into the foreseeable
future or alternatively quantify your monthly post-offering "burn rate."
RESPONSE:
The disclosure has been revised to include the Company's monthly post-offering
"burn rate" of $2,000.
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WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING, PAGE 6
20. We note that you have disclosed your near term financing requirements.
Please revise to quantify your expected long term, i.e. greater than 12 months,
additional financing requirements which are necessary to continue operations and
to implement your plan of operations. Please also revise the Prospectus Summary
on page 3 accordingly.
RESPONSE:
The disclosure has been revised to quantify the Company's additional long term
financing requirements of $20,000 for the next two years in the referenced risk
factor and in the prospectus summary.
RISKS RELATED TO FAST FOOD OUTLET, PAGE 9
21. Please revise to provide a risk factor heading which briefly summarizes the
risks highlighted in the following risk factor. Also revise the risk factor
headings on page 7 accordingly.
RESPONSE:
The disclosure in accordance with the comments of the Commission has been
revised to provide appropriate risk factor headings.
22. Please revise to disclose the risks to your operations in relation to the
rising costs in food products.
RESPONSE:
Disclosure has be added in accordance with the comments of the Commission to the
risk factor to address the potential for rising costs of food products.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE, PAGE
12
23. Please quantify the anticipated costs of being a public company. In this
regard, we note your disclosure in the Liquidity and Capital Resources section
on page 18 that you anticipate $10,000 per year in public company reporting
expenses.
RESPONSE:
The disclosure has been revised to indicate that the anticipated costs of being
a public company will be approximately $10,000 per year.
USE OF PROCEEDS, PAGE 13
24. We note your disclosure in the Liquidity and Capital Resources section on
page 18 that you anticipate $10,000 per year in public company reporting
expenses. Please reconcile such obligation with your use of net proceeds at the
different funding levels (25%, 50%, 75% and 100%) which do not appear to
allocate any funds to public company reporting expenses.
RESPONSE:
The Use of Proceeds has been revised to indicate $10,000 of public company
reporting costs (consisting of legal and professional fees) at each funding
level.
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25. We note your disclosure that Mr. Didic has made a loan to the company and
that he has "verbally agreed to loan the company more funds to complete the
registration process." Please explain the circumstances under which these loans
would be necessary.
RESPONSE:
The disclosure has been revised to indicate that these loans would be necessary
in case the Company incurs additional expenditures such as legal costs, audit
costs and other costs to complete the registration process of the Amended
Registration Statement.
DILUTION, PAGE 14
26. Based on your stockholders' equity of $3,675 as of July 31, 2012 and
4,000,000 common shares outstanding, it appears that the book value per share
prior to the offering is $0.0009 per share. Please advise or revise your
dilution table as appropriate.
RESPONSE:
The dilution table has been revised in accordance with the comments of the
Commission.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, PAGE 14
27. We note your disclosure in the second paragraph that your cash balance was
$8,100 as of July 5, 2012. Please reconcile such amount with the amount
presented on your balance sheet on page F-3.
RESPONSE:
The disclosure has been revised to indicate a cash balance of $7,775 as of July
31, 2012.
PLAN OF OPERATION, PAGE 15
28. Please revise to include a more detailed plan of operations for the next 12
months and then to the point of generating revenues. In the discussion of each
of your planned activities, include specific information regarding each material
event or step required to pursue each of your planned activities, including any
contingencies such as raising additional funds, and the timelines and associated
costs accompanying each proposed step in your business plan so that an investor
can get a clearer understanding of how and when you expect to reach revenue
generation. We note that the Use of Proceeds section on page 13 details
different funding scenarios. If alternate plan of operations will be pursued at
different funding levels (25%, 50%, 75% and 100%), please revise to clarify the
differences in each plan of operations. Please also revise the Prospectus
Summary section on page 3 to clarify in greater detail the alternative plan of
operations at the different funding thresholds.
RESPONSE:
The disclosure has been revised to provide additional disclosures and details to
our plan of operations: The Company expects to start generating revenue in the
first month following our 12 month plan of operations.
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Current funds are not sufficient to conduct the Company's plan of operations.
The Company is dependent on the funds from this offering to execute itsplan of
operations. If the Company is unable to raise sufficient funds, its business
will be delayed or fail.
As the funding level increases from 25% to 50%, 75% and 100%, the Company plans
to keep its plan of operations the same and increase expenditures in the areas
of: Tools and Equipment, Office expenses, Raw foods, Marketing, Salaries and
Rent. The exact amounts of expenditures are outlined in "Use of Proceeds"
section. The Company believes that increased funding will allow it to open more
locations, hire more workers, improve marketing and increase its probability of
commercial success.
12 MONTH PLAN OF OPERATIONS, PAGE 16
29. We note your disclosure in the Complete Our Public Offering section on page
17 that you anticipate needing 180 days to complete the offering and that during
such period you plan to concentrate your efforts on raising capital and that
your operations will be limited due to cash on hand. Please reconcile this
disclosure with your plan of operations which contemplates a number of
activities within this same 180 day period.
RESPONSE:
We have clarified that we anticipate needing "up to 180 days" to raise the
minimum funding. We have specified that the plan of operation will start after
the minimum amount of capital is raised.
30. We note that your plan of operations at the 25% funding level allocates
$5,000 towards rent. We also note that your rental agreement with Slavko Didic
has a base rent of $1,000 per month. Please reconcile or advise.
RESPONSE:
Mr. Didic has verbally agreed to pay for the rent if the funding from the
offering is insufficient to cover such expense.
31. We note that Milestone 6 contemplates hiring a local manager, a cook and a
cleaner. We also note that you have not allocated any funds to these hires.
Please reconcile or advise.
RESPONSE:
Milestone 6 has been revised to provide for the allocation of funds to the
marketing item. However we don't expect costs when recruiting.
LIQUIDITY AND CAPITAL RESOURCES, PAGE 18
32. Please revise to quantify your expected near term, i.e. less than 12 months,
and long term, i.e. greater than 12 months, financing requirements which are
necessary to continue operations and to implement your plan of operations, the
timing of such demands, and the impact on the company if the funding cannot be
obtained.
RESPONSE:
The disclosure has been revised to quantify the Company's near term funding
requirements of $25,000 (12 months), and long term funding requirements of
$45,000 (two years).
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DESCRIPTION OF BUSINESS, PAGE 19
BUSINESS IN GENERAL, PAGE 19
33. Please revise this section and the Prospectus Summary on page 3 to provide a
clear picture of your business and current operations. We note that the
disclosure in this section appears anticipatory in nature. Please revise this
section to clearly differentiate between activities you have implemented to
date, activities you are in the process of implementing and those that will be
done in the future. Please revise to clarify, if true, that you have not opened
a fast food outlet to date and that your sole officer and director has no prior
experience opening a restaurant or managing restaurants in a foreign
jurisdiction. To the extent you discuss your future plans for operations
throughout this section, such as your intentions to open a chain of fast food
outlets in the Balkan region, opening a fast food outlet in Belgrade, Serbia,
expanding into the U.S. market, sponsoring music events or pursuing a
multi-pronged marketing strategy, the discussion should be balanced with a time
frame for implementing future plans, the steps involved, the associated costs,
and any obstacles involved before you can commence the planned operations,
including the need for financing. If financing is currently not available,
please make that clear.
RESPONSE:
The disclosure has been revised to address the Commission's comments regarding
the Company's proposed business operations and funding.
34. Please revise to discuss your alternate plan of operations at the different
funding levels (25%, 50%, 75% and 100%). Within this discussion, please clarify
the main differences in each plan of operations and detail how the different
funding levels will affect your business and current operations.
RESPONSE:
The disclosure has been revised to indicate that the Company will maintain the
same plan of operations as the funding level increases to 25%, 50%, 75% and
100%. the Company plans to increase expenditures in the areas of: Tools and
Equipment, Office expenses, Raw foods, Marketing, Salaries and Rent. as outlined
in "Use of Proceeds" section. The Company believes that increased funding will
allow it to open more locations, hire more workers, and improve marketing and
its probability of commercial success.
35. Please revise to clarify the anticipated completion date of your first fast
food outlet in Belgrade, Serbia and the anticipated costs to open and annually
operate such outlet. Please also revise to disclose any assumptions used to
calculate such cost estimates such as leased versus owned property, number of
employees, etc.
RESPONSE:
The disclosure has been revised to disclose that it currently anticipates
completing its first fast food outlet in Belgrade by October 2013 at an
anticipated cost of $25,000 and an annual operating cost thereafter of $20,000.
The disclosure has been further revised to indicate the assumptions made by the
Company in determining its anticipated operating costs.
36. Please explain how your sole officer will train and manage employees located
in a foreign jurisdiction.
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RESPONSE:
The Company plans on hiring a local manager whose duties will include training
and managing employees.
DESCRIPTION OF PRODUCT, PAGE 20
37. We note that you plan to offer a number of Balkan products such as
Pljeskavica, Cevap, Raznjic and Kobasica burgers. Please revise this section to
discuss your products and their price points in greater detail. Please include
enough detail so that investors can understand the nature and scope of your
products.
RESPONSE:
The disclosure has been revised to identify the Company's anticipated products
and prices.
TARGET MARKET CLIENTS/POTENTIAL CLIENTS, PAGE 20
38. Please revise to remove references to Taco Bell.
RESPONSE:
The disclosure has been revised to remove reference to Taco Bell.
MARKETING AND ADVERTISING, PAGE 21
39. We note that you intend to pursue a multi-pronged marketing strategy using
the full spectrum of media options including social media, special offers and
promotions, sponsoring music events, and traditional advertising such as the
creation of billboard displays or newspaper and radio ads. Please revise this
section to discuss in greater detail the time frame for implementing these
future plans and the associated costs.
RESPONSE:
The disclosure has been revised to indicate the time frame and costs of the
Company's marketing strategy.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSON, PAGE 22
40. Please revise Mr. Didic's biography to include the information required by
Item 401 of Regulation S-K and specifically to clearly disclose the positions
held by him during the past five years. Since Mr. Didic will not be employed by
you on a full time basis, please revise to clearly describe the other business
activities in which he will be concurrently engaged.
RESPONSE:
Mr. Didic's biography has been revised to include the information required by
Item 401 of Regulation S-K.
41. Please revise to briefly discuss the specific experience, qualifications,
attributes or skills of Mr. Didic that led to the conclusion that he should
serve as a director. Refer to Item 401(e)(1) of Regulation S-K.
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RESPONSE:
The disclosure has been revised to indicate that Mr. Didic was selected to serve
as director based on his education and experience in food and restaurant
business.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, PAGE 24
42. Please reconcile your disclosure in the second paragraph that the loan from
Mr. Didic is "not due on demand" with your disclosure in Note 3 on page F-8 that
the loan is "unsecured, non-interest bearing and due on demand."
RESPONSE:
The disclosure has been revised to indicate that the loan is due on demand and
is unsecured.
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING, PAGE 26
43. We note your disclosure in the last sentence of the fourth paragraph that
"sales by the company must be made at the fixed price of $0.01 until a market
develops for the stock." Please revise the last sentence of the fourth paragraph
to clarify that sales of your common stock will be made at a fixed price for the
duration of this offering.
RESPONSE:
The referenced sentence has been revised to state that sales will be made at a
fixed price for the duration of the offering.
DESCRIPTION OF SECURITIES, PAGE 28
COMMON STOCK, PAGE 28
44. We note your disclosure in the first paragraph of "[a]ll shares of common
stock now outstanding are fully paid for and non-assessable and all shares of
common stock which are the subject of this offering, when issued, will be fully
paid for and non-assessable." This is a legal conclusion that must be opined
upon by legal counsel. Either attribute the statement to legal counsel or delete
it.
RESPONSE:
The referenced statement has been deleted..
AVAILABLE INFORMATION, PAGE 30
45. Please advise regarding the reference to Ronald R. Chadwick, P.C.
RESPONSE:
The reference to Ronald R. Chadwick, P.C. has been deleted..
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SIGNATURES, PAGE II-5
46. Please revise the second half of your signature page to include the
signature of your principal executive officer, principal financial officer and
your controller or principal accounting officer. To the extent Mr. Didic is also
signing in the aforementioned capacities, please revise to clarify. Refer to
Instruction 1 to Signatures on Form S-1.
RESPONSE:
The signature page has been revised to show that Mr. Didic is signing in the
aforementioned capacities.
EXHIBIT 10.2
47. Please refer to the fourth paragraph. Please delete the last sentence and
the associated subscriber representation. It is not appropriate to ask
subscribers to represent that they have read the prospectus.
RESPONSE:
The requested deletion in the Subscription Agreement has been made.
Please direct any further comments or questions you may have to us at
office@miamidayscorp.com and to the Company's legal counsel Mr. David Lubin at:
David Lubin & Associates, PLLC
10 Union Avenue
Suite 5
Lynbrook, NY 11563
(516) 887-8200
(917) 656-1173
fax: (516) 887-8250
Sincerely,
/s/ Bojan Didic
-----------------------------
Bojan Didic, President
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