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
November 30, 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. 4 to Registration Statement on Form S-1
Filed November 30, 2012
File No. 333-181624
Dear Mr. Kluck:
Pursuant to the staff's comment letter dated November 1, 2012, we
respectfully submit this letter on behalf of our client, Lion Consulting Group,
Inc., a Delaware corporation (the "Company").
Amendment No. 4 to the Company's Form S-1 was filed with the Securities and
Exchange Commission (the "Commission") via EDGAR on November 30, 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. 4 to the Form
S-1.
GENERAL
1. WE NOTE YOUR RESPONSE TO COMMENT NO. 1 OF OUR LETTER DATED SEPTEMBER 10,
2012. IN RESPONSE TO OUR COMMENT, YOU STATE THAT YOU WILL NOT PROVIDE IT
CONSULTING. HOWEVER, WE NOTE ON PAGE 15 THAT YOU HAVE ALLOCATED AMOUNTS TO
"WEBHOSTING." ADDITIONALLY, ON PAGE 20, YOU INDICATE THAT YOU INTEND TO
PROVIDE E-COMMERCE RELATED SERVICES. FURTHER, ON PAGE 24, YOU STATE THAT
YOU INTEND TO PROVIDE SERVICES FOR "SOCIAL NETWORKING WEBSITES." PLEASE
ADVISE OR REVISE AS APPROPRIATE.
Company response: The Company has removed references, to webhosting,
e-commerce, and social networking on pages 15, 20, and 24.
USE OF PROCEEDS, PAGE 15
2. WE NOTE YOUR DISCLOSURE IN THE CHART IN THIS SECTION AND THE CHART ON PAGE
25. PLEASE REVISE YOUR CHARTS, AS APPROPRIATE, TO ADDRESS ANY
DISCREPANCIES. FOR EXAMPLE ONLY, WE NOTE THAT THE LINE ITEM "MARKETING AND
COLLATERAL" APPEARS IN THE CHART ON PAGE 25, BUT IT DOES NOT APPEAR IN THE
CHART ON PAGE 15.
Company response: Both charts have been reconciled are identical. Please
see pages 15 and 25.
DESCRIPTION OF BUSINESS, PAGE 19
3. WE NOTE YOUR RESPONSE TO COMMENT 4 OF OUR LETTER DATED SEPTEMBER 10, 2012.
IN RESPONSE TO OUR COMMENT, YOU PROVIDED AN OPINION OF COUNSEL, WHICH
ADDRESSES WHETHER A COMPANY WITH LIMITED OPERATIONS IN SWITZERLAND HAS TO
REGISTER IN SWITZERLAND WITH ANY AUTHORITY, INCLUDING THE COMMERCIAL
REGISTER. HOWEVER, THE OPINION DOES NOT COMPLETELY ADDRESS OUR CONCERNS,
AND WE REISSUE IN PART OUR PRIOR COMMENT. WE NOTE THAT MR. WAGNER IS YOUR
SOLE OFFICER AND DIRECTOR AND THE ONLY INDIVIDUAL PROVIDING SERVICES ON
YOUR BEHALF. WE FURTHER NOTE, THAT HE IS CURRENTLY LOCATED IN SWITZERLAND.
IT THEREFORE APPEARS THAT THE BULK OF YOUR OPERATIONS WILL, AT LEAST FOR
THE TIME BEING, TAKE PLACE IN SWITZERLAND. THUS, PLEASE EXPAND YOUR
DISCLOSURE TO DISCUSS THE REGULATIONS APPLICABLE TO CONSULTING COMPANIES
BASED IN SWITZERLAND THAT MAY IMPACT INVESTORS OR PROVIDE A DETAILED
EXPLANATION AS TO WHY THE COMPANY IS NOT SUBJECT TO SUCH REGULATIONS. FOR
EXAMPLE ONLY, PLEASE DISCUSS WHETHER THERE ARE ANY LAWS IN SWITZERLAND THAT
WOULD REGULATE THE COMPANY'S OPERATIONS OF PROVIDING BUSINESS SERVICES OR
RESTRICT FUNDS FROM BEING DISTRIBUTED TO INVESTORS OR WHETHER THERE ARE ANY
LAWS THAT WOULD IMPACT AN INVESTOR'S ABILITY TO ENFORCE A JUDGMENT AGAINST
THE COMPANY.
Company response: The Company's Switzerland legal counsel advises the
Company that the laws of Switzerland do not regulate the Company's business.
Therefore, the Company is not discussing the applicability of Switzerland laws
on the Company in the Form S-1. Please see the attached correspondence from the
Company's Switzerland legal counsel.
PRINCIPAL SERVICES, PAGE 19
4. WE NOTE YOUR DISCLOSURE THAT YOU ANTICIPATE OFFERING YOUR SERVICES 6 MONTHS
FROM THE FILING DATE. HOWEVER, ON PAGE 24, YOU INDICATE THAT IT WILL BE 12
MONTHS BEFORE YOU CAN BEGIN OFFERING SERVICES. PLEASE REVISE YOUR
DISCLOSURE AS APPROPRIATE TO ADDRESS THIS DISCREPANCY OR ADVISE.
Company response: The Company has revised the Form S-1 to state that it
anticipates offering its services 6 months (and not 12 months) from the date of
the prospectus on pages 3 and 24.
5. WE NOT YOUR RESPONSE TO COMMENT 5 OF OUR LETTER DATED SEPTEMBER 10, 2012.
PLEASE CLARIFY THAT YOU DO NOT HAVE AN AGREEMENT IN PLACE WITH UNITED OIL
GAS CORP. AND TRISTAR ENERGY GROUP INC. TO PROVIDE SERVICES TO THESE
ENTITIES.
2
SIGNATURES
6. PLEASE HAVE MR. WAGNER SIGN IN HIS INDIVIDUAL CAPACITY AS PRINCIPAL
EXECUTIVE OFFICER, AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER. SEE
INSTRUCTION 1 TO SIGNATURES ON FORM S-1.
Company response: The Company has revise the signature page to the Form S-1
to have Mr. Wagner sign in his individual capacity as principal executive
officer, and principal financial and accounting officer.
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, November 15, 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 your email of November 5, 2012 relating to a letter by
the United States Securities and Exchange Commission dated November 1, 2012
and my letter dated September 2, 2012.
You had asked me before whether a company incorporated in the United States
which has limited business operations in Switzerland ("Company") is
required to register in Switzerland in the event that its sole shareholder
and director is a Swiss national with a Swiss domicile. In reply I had
stated that under Swiss law there is no obligation for such a company to
register in Switzerland with any authority including without limitation the
Commercial Register.
You have now asked me to expand my comments to the additional facts that
you as a Swiss national domiciled in Switzerland are the sole officer and
director and the only individual providing services on behalf of the
Company.
There is no general principle requiring the Company to register with any
authority in Switzerland.
In the event that the bulk of operations of the Company is in Switzerland,
the only director and shareholder is a Swiss individual domiciled in
Switzerland, the Company does not have any infrastructure abroad, including
without limitation office space and employees, there is a possibility that
the Swiss tax authorities may, for Swiss tax purposes, disregard the
company structure and tax the Swiss individual. There is also a possibility
that the Swiss tax authorities may, for Swiss tax purposes, deem that the
Company has a permanent establishment in Switzerland and tax the Company
accordingly.
JEGHER GIL
In the event that the bulk of operations is provided out of Switzerland,
there is a possibility that Swiss regulations may apply to the services in
relation to investment management services rendered to collective
investment schemes. There are no general regulations in relation to general
consulting services. It is my understanding that the Company will not act
as an investment manager but provide consulting services in the field of
management consulting. There are no specific Swiss legal provisions
regulating such consulting services.
The facts set out above on their own will not impact on an investor's
ability to enforce a foreign judgment against the Company in Switzerland.
However, a recognition and enforcement of the judgement against the Company
in Switzerland would only make sense if the Company has assets in
Switzerland. The general rules of Swiss international private law would be
applicable in determining whether a foreign judgment against the Company
can be recognised and enforced in Switzerland. Having said this, from a
Swiss law perspective courts in the United States have jurisdiction which
would be the main requirement for enforcing judgments against a company
incorporated in the United States in contractual and corporate matters and
such judgments would be enforceable in Switzerland.
Yours sincerely,
/s/ Juan Carlos Gil
-----------------------------
Juan Carlos Gil