PLADEO CORP.
Circuito Porta Vicenza 3108
Fracc. Porta Fontana
Leon, 37134
Mexico
November 27, 2012
United States
Securities and Exchange Commission
Washington, DC 20549
Re: Pladeo Corp's - Registration Statement on Form S-1
Filing No. 333-182714
Dear: Barbara C. Jacobs
In response to your letter dated October 24, 2012 which included comments
regarding our registration statement, we have prepared the following responses:
GENERAL
1. We note that in response to prior comment 1 you have disclosed on your
prospectus cover page that you are an emerging growth company. Please
relocate the rest of the disclosure currently provided on the cover page
describing how you may lose emerging growth company status and the various
exemptions available to you as an emerging growth company to a more
appropriate place later in the prospectus.
Response: We have made the necessary corrections.
2. While you provide general disclosure on the prospectus cover page regarding
various exemptions available to you as an emerging growth company, your
filing does not address your election under Section 107(b) of the JOBS Act
with respect to the extended transition period for complying with new or
revised accounting standards available to emerging growth companies. As
previously requested, please state your election in this regard and
disclose the following:
* If you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b), include a statement that the election is irrevocable; or
* If you have elected to use the extended transition period for
complying with new or revised accounting standards under Section
102(b)(1), provide a risk factor explaining that this election allows
you to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until
those standards apply to private companies. Please state in your risk
factor that, as a result of this election, your financial statements
may not be comparable to companies that comply with public company
effective dates. Include a similar statement in your critical
accounting policy disclosures.
Response: We have made the election and made the necessary corrections.
3. We note your response to prior comment 2, in which you assert your belief
that you are not a shell company under Rule 405 as a result of having
greater than nominal operations. You point to several steps taken by your
management in furtherance of your planned business that you believe
evidence greater than nominal operations. Please explain in greater detail
the specific actions that your management has taken in furtherance of your
business plan; as one example only, please tell us specifically how
management investigated the market demand for online chat systems. Please
also describe any related expenses incurred in connection with these
actions; we note in this regard that you appear to have incurred only bank
fees and professional fees from inception through July 31, 2012. In
addition, tell us how you concluded that the steps taken to date are
sufficiently significant to constitute greater than nominal operations, and
refer us to any regulatory guidance upon which you are relying in this
regard.
Response: We have revised to indicate that we are a shell company and included a
risk factor regarding the implications.
4. As requested in prior comment 3, please review and revise your document to
ensure that it reflects throughout that you have a sole officer and
director. The filing continues to refer to your "officers" and "directors,"
for example on pages 6 and 14.
Response: We have revised our document to comply with this comment.
RISK FACTORS
"Our reporting obligations may be suspended," page 5
5. As requested in prior comment 5, please briefly identify the risk posed to
investors by the likelihood that your Section 15(d) reporting obligations
will be automatically suspended as a result of having fewer than 300
shareholders.
Response: We have revised our document and made the necessary corrections.
"We will incur ongoing costs and expenses for SEC reporting...," page 7
6. This risk factor indicates that you intend to pay the $10,000 in costs
associated with the registration statement from "existing cash on hand."
Please explain this disclosure, given that you report only $2,055 in cash
as of July 31, 2012.
Response: We have revised as follows: "We intend to pay the $10,000 in costs
associated with the registration statement from existing cash on hand and loans
from the director". We have already paid for the majority of legal and audit
costs associated with this registration statement.
2
"Our regulatory requirements are more limited...," page 7
7. As requested in prior comment 4, please explain briefly how the reporting
requirements of Section 15(d) are more limited than those applicable to
fully-reporting companies, for example, with respect to the proxy rules,
Section 16 reporting and short-swing profit provisions, going-private
regulation, beneficial ownership reporting, and the bulk of the tender
offer rules under U.S. securities laws.
Response: We have added the requested disclosure
Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources, page 10
8. We note the disclosure added in response to prior comment 9 that based on
"currently available and contractually committed capital resources," you
will require $16,945 to fund planned operations in the amount of $25,000
for the next 12 months, and that "with current funding" you will be able to
operate for only approximately three months. Please explain how you
determined the amount of the capital deficiency and the amount of time that
you anticipate being able to operate based on currently-available capital
resources. Please clarify whether this disclosure includes as capital
resources funds raised in your IPO. If so, please disclose the amount of
proceeds assumed and revise the references to "current" resources to
reflect that you may not raise this amount, and also address your capital
deficiency and the amount of time you anticipate being able to operate
assuming no proceeds from the offering.
Response: We have complied and made the following corrections.
"Our currently available and contractually committed capital resources are not
sufficient to fund planned operations for a period of not less than 12 months
from the date of the prospectus, assuming no proceeds from the offering. It is
most likely that all of our currently available and contractually committed
capital resources will be used to fund remaining expenses associated with this
registration statement. Our deficiency is $25,000 which is our budget as stated
in our 12 month plan of operations. Without funds from this offering and
additional loans from our director we will not be able to operate using the
available capital resources at all."
Financial Statements, page 19
9. You indicate here that the financial statements for the period ended July
31, 2012, have been audited, but the report of your independent auditor
included in the registration statement relates only to the financial
statements for the period ended April 30, 2012. Please revise as
appropriate.
Response: We have made the requested correction
3
Financial Statements
Statement of Operations, page F-4
10. We note that you have no revenues and have incurred total expenses of
$6,416 for the period from inception to July 31, 2012. Therefore, it
appears that the net loss for this period should be $6,416. Please revise
or explain why the net loss for this period is stated as $6,045. Also
revise statements regarding your net loss from inception to July 31, 2012
throughout your filing, accordingly.
Response: We have made the correction
11. Revise to appropriately label each period as audited or unaudited. Please
also revise to appropriately label each of the periods in your statement of
cash flows, as well as the notes to the financial statements.
Response: We have made the correction
Exhibit 23.1
12. Revise to include a consent from your auditor that refers to the accurate
report date. In this regard, we note that the report included in your
filing is dated June 19, 2012, and the consent references a report dated
June 26, 2012.
Response: We have revised and made the following corrections.
Thank you.
Sincerely,
/s/ Lisbeth Guerrero
-----------------------
LISBETH GUERRERO
President
4