MIAMI DAYS CORP.
1504 Bay Road, Suite #924
Miami, Florida 33139
Tel. 1-786-222-7673
Email: office@miamidayscorp.com
January 3, 2013
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.3 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.3 to the registration statement on
Form S-1 (the "Amended Registration Statement") in response to the Commission's
comments, dated December 21, 2012, with reference to the Company's registration
statement on Form S-1 filed with the Commission on September 11, 2012, as
amended on December 6, 2012.
In addition to the Amended Registration Statement, the Company supplementally
responds to the Commission's comments as follows:
Prospectus Summary, page 3
1. In light of your limited cash on hand and net losses to date, please revise
the first sentence of the fourth paragraph to also disclose your
liabilities as of such date.
Response:
We have revised the first sentence of the fourth paragraph to also disclose our
liabilities as of such date.
2. We note your response to our prior comment 7 and reissue in part. In your
response to our prior comment 7, we note your statement that you deleted
all long term financing estimates due to uncertainties. We also note,
however, that you appear to have certain fixed long term financing
requirements. For example, we note that you owe Mr. Didic $6,600, that you
anticipate the annual cost of running one fast food outlet to be $48,320
and that you anticipate annual public company reporting costs of $10,000.
Please revise this section and the Liquidity and Capital Resources section
on page 23 to disclose your long term financing requirements.
Response:
Prospectus Summary on page 3 and Liquidity and Capital Resources section on page
23 have been revised to disclose our long term financing requirements.
3. We note your revised disclosure in response to our prior comment 8 in which
you disclose the implied aggregate market value of your common stock based
upon the proposed offering price of $0.01 per share as $40,000. It appears
that the implied aggregate market value of your common stock based upon the
proposed offering price of $0.01 per share is $40,000 prior to the sale
securities in this offering and $140,000 assuming a sale of 10,000,000
shares in this offering. In addition, it appears your disclosure here
should be revised to state you have a stockholders' deficit of $5,821.
Please advise or revise your disclosure as appropriate.
Response:
We have revised to disclose that the implied aggregate market value of company's
common stock based upon the proposed offering price of $0.01 per share is
$40,000 prior to the sale of securities in this offering and $140,000 assuming a
sale of 10,000,000 shares in this offering and that we have stockholders'
deficit of $5,821.
4. We note your disclosure in the 12 Month Plan of Operations section on page
19 that you anticipate opening your first fast food outlet by January 2014.
Please revise the sixth paragraph to disclose this timing estimate.
Response:
We have revise the sixth paragraph to disclose that we anticipate opening first
fast food outlet by January 2014.
Risk Factors, page 7
We have not yet opened a fast food outlet, page 9
5. We note your disclosure in the first sentence that Mr. Didic plans to make
trips to Belgrade, Serbia while establishing your first fast food outlet.
We also note that the Use of Proceeds section on page 17 does not appear to
allocate any funds to travel expenses. Please reconcile or advise whether
the travel funds will be used from Mr. Didic's personal funds that will not
be reimbursed by the company. Alternatively, please revise this risk factor
to discuss any risks related to the company having insufficient funds to
cover travel expenses necessary to establish or operate your first fast
food outlet.
2
Response:
We have included the statement that the travel funds will be used from Mr.
Didic's personal funds and Mr. Didic will not seek reimbursement from the
company for any such funds.
Results of Operation, page 23
6. We note your disclosure in the second paragraph that your loss since
inception is $325. Please reconcile such amount with your interim financial
statements which discloses a loss since inception of $9,821.
Response:
We have reconciled to disclose that our loss since inception is $9,821.
Description of Business, page 25
Business in General, page 25
7. We note your response to our prior comment 24 and reissue. 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:
We have deleted the statement that the company is based in Serbia.
8. We note the disclosure in the last paragraph that you plan to generate
revenue by selling traditional Serbian fast food from a "chain of fast food
outlets." Please revise to balance the disclosure by clarifying that you
have not yet opened your pilot restaurant and that at the maximum funding
level you will only be able to open two locations.
Response:
This section has been revised to state that at this point pilot restaurant
hasn't been opened yet and that at the maximum funding level we will only be
able to open two locations.
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
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Bojan Didic, President
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