March 18, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Jay Ingram, Legal Branch Chief
Re: Nimtech Corp.
Registration Statement on Form S-1/A
Filed December 9, 2014
File No. 333-199438
Ladies and Gentlemen:
This letter sets forth the responses of Nimtech Corp. ("Company") to the
comments of the reviewing staff of the Securities and Exchange Commission (the
"Staff") in connection with the above referenced filing as set forth in the
comment letter of December 22, 2014.
General
1. We note your response to comment one of our letter dated November 13, 2014
stating that you are not a blank check company because you have a business plan
for the manufacture and distribution of paper cup products. We note that you
have had very limited operations, have realized no revenues to date, require a
minimum of $30,000 from this offering to implement your plan of operations for
the next 12 months, are issuing penny stock, have no arrangements for additional
financing, expect to suffer significant losses into the foreseeable future, have
leased a space that is only approximately 500 square feet where you purport to
house your paper cup forming machines along with the finished products prior to
its delivery to customers, and there is substantial doubt about your ability to
continue as a going concern, produce any operating revenues, or ever achieve
profitable operations. Thus we continue to believe that your proposed business
is commensurate in scope with the uncertainty ordinarily associated with a blank
check company and that this offering should comply with Rule 419 of Regulation C
under the Securities Act. Please either revise the registration statement to
comply with Rule 419, or alternatively, provide us with an enhanced legal
analysis explaining why you believe your company is not a blank check company
and make respective disclosures in the filing.
Response: The Company has commenced operational activities, entered additional
commercial contracts, has received orders and payments for products, and has
fulfilled such orders. Additionally, the Company has occupied its leased space
and entered into a loan agreement for financing. All of this serve to further
demonstrate it is not a blank check company under Rule 419.
* The Company amended its prior lease with Ismail Kaya for space to
forward the occupancy of the premises to January 1, 2015 in response
to its recent operations and to fulfill product orders.
* The Company entered into a second distributor contract with Panda Dis
Ticaret Ltd on January 30, 2015. The contract is for a one year term,
with purchase of products totaling $13,860 in 6 installments of 30,000
paper cups each. The Company issued the first PO on January 30, 2015
and it will be paid till March 30, 2015.
* The Company received orders and payment for paper cup from its other
customer Paul's Cafeteria in the amount of $1,925 on January 23, 2015.
* The Company entered into a loan agreement with its sole officer and
director Badria Alhussin on January 1, 2015, whereby she has agreed to
loan the Company $30,000.
2. We note that your counsel, Scott D. Olson, has recently been involved in the
initial filings of several development stage and shell companies, primarily
involving companies located in Eastern Europe and Russia. Please provide us with
an analysis regarding why Mr. Olson should not be considered a promoter as that
term is defined under Rule 405 of Regulation C under the Securities Act.
Response: Mr. Olson was retained as special counsel solely to render the legal
opinion for the registration statement. Now Mr. Olson is assisting the Company
in responding to some of the comments in this SEC process. Mr. Olson owns no
equity in our Company, has no rights to acquire equity in the Company, and is
paid for any legal services in cash. Mr. Olson has had no part in the founding,
operations, or promotion of the Company as defined in Rule 405.
Risk Factors, page 5
We are solely dependent upon the funds to be raised in this offering . . ., page
5
Our ability to sustain our operations is dependent on our ability . . ., page 6
3. We note that these two risk factors are duplicative. Please revise your
registration statement to include one risk factor that addresses the risks
associated with Nimtech Corp.'s dependence on the funds to be raised by this
offering.
Response: We have removed the second reference risk factor in the amended
registration statement.
Management's Discussion and Analysis or Plan of Operation, page 11
Estimated Expenses For The Next Twelve Month Period, page 13
4. We note your disclosure that because Ms. Alhussin will only be devoting
limited time to Nimtech Corp.'s operations, Nimtech Corp.'s operations may be
sporadic, which could affect revenue. Please add a risk factor that describes
this risk.
Response: A risk factor has been added to discuss the risk related to Ms.
Alhussin's part-time obligation.
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Management's Discussion and Analysis or Plan of Operation, page 11 Marketing,
page 13
5. We note your statement that your marketing strategy is a "proven, valid
strategy . . . This strategy generates a repeated customer base. . ." Please
revise this section to provide specific examples that substantiate your
statement regarding the validity of your marketing strategy.
Response: We have removed the statement from our amended registration statement.
The Company acknowledges that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
Very Truly Yours,
/s/ Badria Alhussin
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Badria Alhussin
President of Nimtech Corp.
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