MIAMI DAYS CORP.
1504 Bay Road, Suite #924
Miami, Florida 33139
Tel. 1-786-222-7673
Email: office@miamidayscorp.com
December 10, 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. 2 to the registration statement on
Form S-1 (the "Amended Registration Statement") in response to the Commission's
comments, dated November 9, 2012, with reference to the Company's registration
statement on Form S-1 filed with the Commission on September 11, 2012, as
amended on October 26, 2012.
In addition to the Amended Registration Statement, the Company supplementally
responds to the Commission's comments as follows:
General
1. We note your response to our prior comment 1 and were not persuaded that
you are not a shell company as defined in Rule 12b-2 under the Securities
Exchange Act of 1934. We note that you have minimal 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.
Response:
We have revised the Amended Registration Statement throughout to clarify that
the Company is a shell company and to caution investors as to the highly
illiquid nature of an investment in the Company's shares. Disclosure has been
added to the prospectus to discuss the restrictions imposed on shell companies,
including the unavailability of Rule 144 of the Securities Act of 1933 for
resales of restricted securities. Also, the Risks Factors section has been
revised accordingly.
Registration Statement Cover Page
2. We note your response to our prior comment 5 and reissue in part. We note
your reference to Rule 416(a) of the Securities Act of 1933 in footnote 1
to the Calculation of Registration Fee table. We also note that the
registration statement is not registering any convertible securities.
Please delete the reference to Rule 416(a) of the Securities Act of 1933 in
footnote 1 and the accompanying clause (i) in its entirety.
Response:
Reference to Rule 416(a) of the Securities Act of 1933 in footnote 1 and the
accompanying clause (i) has been deleted in its entirety.
Prospectus Cover Page
3. Please revise to limit the prospectus cover page to one page. In this
regard, please remove any duplicative disclosure. Refer to Item 501(b) of
Regulation S-K.
Response:
The prospectus cover page has been revised to one page in compliance with Item
501 of Regulation S-K and duplicative disclosure has been deleted.
Prospectus Summary, page 3
4. We note your response to our prior comment 8 and reissue in part. Revise to
clarify that you have not opened any fast food outlets to date. 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, particularly in
the countries of Serbia, Montenegro and Croatia, 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 associated costs, and any obstacles involved before you
can commence the planned operations in the Balkan region and further
expansion into the U.S. market. This includes the need for any additional
financing. If additional financing may not be available, please clarify
that.
Response:
The Prospectus Summary has been revised accordingly. Disclosures about further
expansions and future aspirations beyond the Company's 12 months of operations
has been deleted due to too many uncertainties.
2
5. We note your disclosure in the first paragraph that you do not anticipate
being able to expand your operations into the U.S. market for two years and
the additional costs of entering the U.S. market are estimated to be
$20,000. Please revise to describe in greater detail your expansion plans
and the steps involved. Please also revise to detail the associated costs
included within your estimated costs of $20,000. Please also reconcile your
estimated costs of $20,000 with your disclosure in the Description of
Business section on page 21 where you estimate a per unit opening cost of
$25,000 and a per unit annual operating cost of $20,000.
Response:
The disclosure has been revised to clarify the referenced costs and to delete
disclosure regarding the Company's expansion plans past its 12 month plan of
operations.
6. We note your response to our prior comment 9 and reissue. In one of the
opening paragraphs in this section, 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. In this regard, we note that you have
included portions of the requested disclosure on the prospectus cover page
rather than in this section. Also revise to state that you must raise
additional capital in order to continue operations and to implement your
plan of operations and clearly quantify the amounts needed for each.
Response:
The disclosure has been revised to disclose that the Company's auditors have
issued a going concern opinion, the Company's cash on hand, "burn rates" (which
include business and monthly rent expenses, and public reporting obligations),
the month the Company will run out of funds, that additional capital is required
and to quantify the necessary funding. Future expansion plans and expenditures
past the Company's 12 month projected plan of operations of $20,000 have been
deleted due to many uncertainties.
7. We note your disclosure on the prospectus cover page that you anticipate a
monthly burn rate, pre and post-offering, of $2,000 per month. We also note
your disclosure in the second paragraph of this section that you need
minimum funding of $25,000 over the next 12 months to conduct your
business. Additionally, we note your disclosure in the second paragraph
that you need an additional $20,000 over the next two years to continue
operations and to implement your plan of operations. Further, we note your
disclosure in the first full risk factor on page 13 that you anticipate
$10,000 per year in public company reporting expenses. Lastly, we note that
your rent expense pursuant to the rental agreement with Slavko Didic totals
$12,000 per year. We note that your financing needs appear to be greater
than the pre and post-offering $2,000 burn rate estimate. Please reconcile
your disclosed post-offering monthly burn rate with the funding
requirements detailed above and to clarify the various funding requirements
included within such burn rate. Please also revise your post-offering
monthly burn rate and your long term financing requirement disclosure
throughout the prospectus as applicable.
3
Response:
The disclosure has been revised to indicate a post-offering monthly burn rate
estimate of $2,808 which will start post offering and includes public reporting
obligations and monthly rent payments but does not include S-1 offering expenses
as they will have been paid pre-offering, to reconcile the post-offering burn
rate with the Company's funding requirements and to clarify the funding
requirements included within the burn rate. Future expansion plans and
expenditures past the Company's 12 month projected plan of operations of $20,000
have been deleted due to many uncertainties.
8. We note your response to our prior comment 12 in which you say that you
have previously 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. However, we are unable to locate that disclosure in
your filing. Therefore, as previously requested, 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 of this section.
Response:
The Prospectus Summary section has been revised to include (i) the implied
aggregate market value of the Company's common stock based upon the proposed
offering price of $0.01 per share and (ii) its total stockholders' equity
balance as of October 31, 2012, the end of its most recent fiscal quarterly
period.
The Offering, page 4
Duration of the Offering, page 4
9. Please reconcile the disclosure in this section with your disclosure on the
prospectus cover page that discloses that there may be extensions to the
offering period. Please also revise the Offering Period and Expiration Date
section on page 30 accordingly.
Response:
The disclosure has been reconciled within the requested sections to indicate
that there may be extensions to the offering period.
4
Risk Factors, page 5
Our Sole Officer and Director Resides in the U.S., page 6
10. We note that this risk factor is focused on operating a fast food outlet in
Belgrade, Serbia. We also note, however, that you have not yet opened this
fast food outlet. Please clarify this risk factor to also disclose that you
have not opened such fast food outlet and discuss the risks associated with
opening a business in a foreign country while your sole officer and
director resides in the U.S.
Response:
The referenced risk factor has been revised to disclose that the Company has not
opened a fast food outlet in Belgrade and to discuss the risks associated with
opening a business in a foreign country while the Company's sole officer and
director resides in the U.S.
Use of Proceeds, page 14
11. We note your disclosure in the first risk factor on page 6 that you need
minimum funding of $25,000 over the next 12 months to commence operations
and to pay offering and public company reporting expenses. We also note
similar disclosure in the last paragraph of this section. Please reconcile
such disclosure 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 the payment of offering expenses.
Response:
The disclosure has been revised to state that the minimum funding required to
carry out the Company's plan of operations for 12 month is $33,700. Any offering
expenses will not be paid out of the use of proceeds. The Company's director has
informally agreed to loan funds necessary to cover any offering expenses.
12. We note your disclosure in the last paragraph of the prospectus summary
that you intend to hire a local manager within the first 12 months of
operations since your sole officer and director resides in the U.S. Please
reconcile such disclosure 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 the hiring of a local manager.
Response:
The chart in Use of Proceeds has been revised to include funds allocated to the
hiring of staff and their salaries.
13. We note that your use of net proceeds 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 or $12,000 per year.
Additionally, we note your response to our prior comment 30 and the
statement that "Mr. Didic has verbally agreed to pay for the rent if the
funding from the offering is insufficient to cover such expense." Please
revise this section to clarify that the $5,000 allocated to rent at the 25%
5
funding level will not be sufficient to cover your rent expense. Please
also revise to disclose, if true, that Slavko Didic has agreed to loan the
company the funds necessary to cover this rent expense. Please also revise
the summary section and prospectus throughout, if true, to clarify that the
minimum funding of $25,000 is not sufficient to satisfy your existing
expenses or to complete your plan of operations without relying upon loans
from Slavko Didic.
Response:
The disclosure has been revised to indicate that $2,300 is allocated towards
rent at the 25% funding level and that such amount will not be sufficient to
cover the Company's rent expense. Furthermore, the disclosure has been revised
to disclose that Bojan Didic has agreed to loan the Company the funds necessary
to cover this rent expense and also that the minimum funding of $25,000 is not
sufficient to satisfy the Company's existing expenses or to complete its plan of
operations without relying upon loans from Bojan Didic.
Dilution, page 15
14. We note your response to our prior comment 26 in which you say that the
dilution table has been revised in response to our comment. However, it
does not appear that the dilution table has been revised. 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 to respond to the Commission's comments.
Plan of Operation, page 17
15. We note your response to our prior comment 28 and reissue. 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 generate revenue. In this regard, we note that your 12 month plan of
operations does not address the above items in sufficient detail.
Additionally, we note that the Use of Proceeds section on page 14 details
different funding scenarios. We also note your disclosure in the first
paragraph of the 12 Month Plan of Operations section on page 17 that
additional funding will allow you to open more locations, hire more workers
and improve your marketing. Please revise to specifically identify the
differences in each alternate plan of operations at the different funding
thresholds (25%, 50%, 75% and 100%). Please also identify the main
differences in each alternate plan of operations to include the associated
timelines and costs. Additionally, please revise the Prospectus Summary
section on page 3 accordingly.
6
Response:
The disclosure has been revised to include a detailed 12-month plan of
operations as follows:
MAIN DIFFERENCES IN EACH ALTERNATE PLAN OF OPERATIONS:
$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Proceed less public reporting
fees will be used as follows:
Kitchen and food equipment $ 4,500 $13,500 $15,000 $22,000
Marketing & advertising $ 2,000 $ 6,000 $10,000 $17,000
Office equipment $ 2,000 $ 2,000 $ 3,000 $ 4,000
Salaries $ 2,700 $ 3,000 $ 8,000 $10,000
Inventory of raw food products $ 1,500 $ 4,500 $ 8,000 $13,000
Rent $ 2,300 $11,000 $24,000 $24,000
$25,000 FUNDING LEVEL: we will run out of funds allocated for rent and will rely
on director loans to pay for this expense by month 3 of our 12 month plan of
operations
$50,000 FUNDING LEVEL: more personnel are hired in month 12 of operations.
Operations expand and expenditures increase as stated in the table above. By
expanding our operations, we purchase more equipment and raw products, hire more
personnel and increase marketing efforts.
$75,000 FUNDING LEVEL: rent additional space to open an additional location for
an added cost of $1,000 per month during month 1 of plan of operations.
Operations expand from previous funding level and expenditures increase as
stated in the table above and work capacity increases in each location.
$100,000 FUNDING LEVEL: operations expand further from previous funding level
and expenditures increase further as stated in the table above, this allows us
to run 2 locations and have significantly greater marketing efforts and hire
more personnel.
12 Month Plan of Operations, page 17
16. We note that certain milestones within your 12 month plan of operations
have been achieved. For example, we note that you have signed a rental
agreement. Please reconcile.
Response:
The milestone regarding the rental agreement has been deleted from the 12 month
of operations since it has been achieved.
17. We note that the Description of Business section on page 21 references
certain dates with respect to the completion of certain milestones within
your 12 month plan of operations. Please revise this section to reference
such dates so that an investor will have a better understanding of your
plan of operations and the related timelines.
7
Response:
The referenced dates have been included within the 12 month of operations
disclosure.
18. We note that your rental agreement with Slavko Didic has a base rent of
$1,000 per month or $12,000 per year. We also note your response to our
prior comment 30 and the statement that "Mr. Didic has verbally agreed to
pay for the rent if the funding from the offering is insufficient to cover
such expense." Please revise this section to correctly reflect your rent
expense over your 12 month plan of operations. To the extent that you will
need to rely upon loans from Slavko Didic to cover your rent expense,
please disclose that fact in this section.
Response:
We have revised this section to reflect our rent expense in our 12 month plan of
operations and to disclose that we will need to rely upon loans from Bojan Didic
to cover our rent expense.
19. We note your response to our prior comment 31, but find it unresponsive. 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.
Response:
The disclosure has been revised to allocate funds to these hires.
Liquidity and Capital Resources, page 19
20. Please revise the first paragraph to also disclose your cash on hand and
liabilities as of the most recent practicable date.
Response:
The disclosure has been revised to disclose cash on hand and liabilities as of
the most recent practicable date.
21. We note your disclosure in the last risk factor on page 6 that as of
October 23, 2012, Mr. Didic had loaned the company a total of $6,300.
Please revise the first paragraph to also disclose the amount owed to Mr.
Didic as of the most recent practicable date. Please revise to discuss the
terms and conditions of these loans, how you anticipate repaying such
loans, the anticipated timing of any repayment, and the impact on the
company if funding cannot be obtained.
Response:
The referenced risk factor and disclosure under Liquidity and Capital Resources
has been revised to disclose that $6,600 is currently owed to Mr. Didic, the
terms of the loans, and the anticipated repayment of the loans and the impact on
the Company if funding cannot be obtained.
8
22. We note your response to our prior comment 32 and reissue in part. We note
your disclosure in this section that your near term, i.e. less than 12
months, and long term, i.e. greater than 12 months, financing requirements
are $25,000 and $45,000 respectively. We note that the above amounts do not
appear to factor in your plan of operations or all of your existing near
term and long term liabilities. For example, we note that you currently
have certain related-party loans totaling $6,300, that your rent expense
pursuant to the rental agreement with Slavko Didic totals $12,000 per year,
that you anticipate $20,000 of U.S. expansion costs, that you anticipate
$10,000 of offering expenses and that you anticipate $10,000 per year in
public company reporting expenses. We also note that you will incur certain
expenses to open and operate your first fast food outlet as discussed in
the Description of Business section on page 21. Please confirm that the
disclosed near term and long term financing requirements include all
financing requirements which are necessary to continue operations and to
implement your plan of operations.
Response:
The disclosure has been revised to disclose that the Company's near term
financing requirements are approximately $32,540, which includes financing
requirements necessary to continue operations and to implement the Company's
plan of operations. Long-term financial requirements have been deleted due to
too many uncertainties at this time.
Description of Business, page 21
Business in General, page 21
23. We note your response to our prior comment 33 and reissue in part. Please
revise this section and the Prospectus Summary on page 3 to provide a clear
picture of your business and current operations. The revised description of
your business and current operations continues to unduly focus on and
disproportionately emphasize your future plans and aspirations. 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, particularly in the countries of Serbia, Montenegro and
Croatia, 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. Alternatively, please revise to delete disclosure
regarding aspirations that are not included in a detailed plan of
operations.
Response:
The disclosure has been revised to delete disclosure regarding future plans and
aspirations.
9
24. We note your disclosure in the first paragraph that you are "based in
Serbia." We also note that you have not opened your first fast food outlet,
that your sole officer and director resides in the U.S. and that your
principal executive office is located in Florida. Please reconcile.
Response:
The disclosure has been revised to delete the statement that the Company is
based in Serbia.
25. We note your response to our prior comment 34, but find it unresponsive.
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 alternate plan of operations and
detail how the different funding levels will affect your business and
current operations.
Response:
Disclosure has been added to discuss the Company's alternative plan of
operations at various funding levels.
26. We note your response to our prior comment 35 and reissue in part. Please
revise to clarify the anticipated costs to open and annually operate your
first fast food outlet in Belgrade, Serbia. In this regard, we note that
you have estimated an opening cost of $25,000 and an annual operating cost
of $20,000. We note that these amounts appear to match your near term and
long term financing requirements which include costs related to being a
public reporting company. Please confirm that the disclosed opening and
annual operating costs estimates are specific to opening and operating your
first fast food outlet in Belgrade, Serbia and do not include any costs
related to you as a public reporting company. In this regard, these cost
estimates should disclose the costs related to opening and operating one
fast food outlet. Please also revise to disclose the specific assumptions
used to calculate such cost estimates. In this regard, we note that the
disclosed assumptions are generic in nature and do not help investors
understand how these cost estimates were calculated.
Response:
The disclosure has been revised to clarify costs associated with opening and
operating the Company's first fast food outlet in Belgrade, Serbia and to
include the specific assumptions used to calculate cost estimates.
Signatures, page II-5
27. Please revise the second half of your signature page to have your director
sign in such capacity. Refer to Instruction 1 to Signatures on Form S-1.
10
Response:
The signature page has been revised to indicate that Mr. Didic is also signing
in his capacity as a director.
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
david@dlubinassociates.com
Sincerely,
/s/ Bojan Didic
-----------------------------
Bojan Didic, President
11