Arrestage
International, Inc.
20343
N. Hayden Road, STE 105/193
Scottsdale, AZ
85255
March
9, 2018
Ms.
Asia Timmons-Pierce Assistant Director
Securities and
Exchange Commission Div. of Corporate Finance
Mail
Stop 4631
Washington, DC
20549
Arrestage
International, Inc.
Amendment
No. 2 to Registration Statement on Form S-1 Reply to Comments
issued by the SEC on January 19, 2018
Dear
Ladies and Gentlemen:
Below
you will find the replies to your comments, including a narrative
of the changes we made to the S-1 based on those comments. We have
attempted to explain our revisions to the best of our abilities and
have placed our responses directly under the comments you sent. If
you need further clarification, or require more changes, feel free
to contact me at any time.
1.
You appear to be a
shell company as that term is defined in Securities Act Rule 405 of
Regulation C. In this regard, we note that you have nominal
operations, nominal assets and no revenues to date. Please revise
your cover page to disclose that you are a shell company and add a
risk factor that highlights the consequences of shell company
status or otherwise provide us with a detailed legal analysis
explaining why you are not a shell company.
We
did not revise our cover page to disclose that we are a shell
company. Instead we provided a detailed legal analysis, explaining
why Arrestage International Inc. is not a shell
company.
2.
The purpose of the
explanatory note on page 3 is unclear. Please advise or delete the
explanatory note.
Because
of the unclear explanatory note on page 3, we have deleted
it.
3.
We note your
disclosure on page 44 that you “intend to register the Shares
underlying the Shares (and the Shares underlying the Class
“A”) offered in this offering.” Please clarify
what securities you intend to register with this registration
statement. Please revise your statement on page 44.
We
have clarified the registration statement with the correct
securities we intend to register by stating the following on page
44:
We
intend to register the Class A common stock shares offered herein
and register our company as a fully reporting issuer, however, we
may fail to do so.
4.
We note that this
is a firm commitment offering. Please identify your underwriter in
your next amendment. If this is not a firm commitment offering,
then please revise to clarify whether this is a best efforts or a
minimum-maximum basis offering. Please also revise to provide the
information required by Item 501 and Item 508 of Regulation
S-K.
On
page 4, the registration statement misidentifies the offering as a
firm commitment. Therefore, we clarified the status to signify this
as a Best Efforts Offering. Additionally, on page 5 we
added:
This
is a Best Efforts initial public offering of shares of common stock
of Arrestage International, Inc. Also, on page 44 we
added:
Best Efforts Offering
This
is a Best Efforts Offering. Arrestage is currently in the process
of engaging an underwriter. Underwriters are not required to sell
any specific number or dollar amount of securities but will use
their best efforts to sell the securities offered. Since no
arrangements with underwriter currently exist there are currently
no minimum purchase requirements.
The
information in this prospect is not complete and may be changed. We
may not sell these securities until the registration statement
filed with securities and Exchange Commission is effective. These
prospects are not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
Calculation of Registration Fee, page 2
5.
Please revise your
fee table to indicate the appropriate registration fee for each
class of securities that you are registering for sale. Please refer
to the Note to the Calculation of Registration Fee section on Form
S-1.
On
page 2, under calculation of registration fees, we added the
appropriate amount of $498 to signify the amount paid to register
such shares with the securities exchange permission.
Prospectus Summary, page 9
6.
Please disclose
here that you have limited operating history, no revenue, debt, and
that your auditor has raised substantial doubt about your ability
to continue as a going concern.
On
page 9, per SEC guidance we have disclosed the
following:
The company has a limited operating history, is not generating
revenue, and the auditor has raised substantial concern about the
business as a going concern.
The
Company has a limited operating history and faces all the risks and
uncertainties associated with an unproven history. The Company is
not currently generating revenues and does not expect to generate
revenue in this quarter. The Company has debt from its previous
operating history. The audit firm Schumacher and Associates has
expressed substantial doubt about the Company’s ability to
remain a going concern. Investors should understand that there can
be no assurance that the Company will ever achieve revenues or
profitability. The likelihood of our success must be considered in
light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with the formation of a
pre-revenue business.
Risk Factors – Company, page 17
7.
Please include a
prominently placed risk factor alerting investors to the fact that
you have no customers and no revenues.
To
address the comment regarding risk factor of no customers and no
revenue, we have added a new risk disclosure on page 17, alerting
investors to the following:
The Company’s Recent Operating History Has Produced no
Revenue and has no Customers
Although
the company has purchased an exclusive license for products and
formulas it currently has no customers and has generated no
revenues. There is no assurance that the Company can generate
revenues or sell any of its formulas or products in the market
place, and even if revenues are generated there is no assurance
that the Company can earn a profit, in which case the
Investors’ may not realize a return on their equity
investment.
There may not be adequate Liquidity
for Investors to Sell Shares of the Company at Market Price, page
17
8.
Please revise to
clearly state that there is no current market on an exchange for
your securities.
On
page 17, to address that there may not be adequate liquidity for
investors to sell shares of the company at market price, we revised
the registration statement to include the following risk
disclosure:
No Exchange Listing, lack of Liquidity
No
exchange listing currently exists for investors to sell their
securities if securities become listed. Investors in the common
Stock may not be able to realize the listed Market Price due to a
potential lack of liquidity within the Market on which AII will be
eventually offered.
Reliance on Outsourcing for Some Production Could Slow Growth, page
23
9.
We note your
disclosure that you are reliant on licensed laboratories to
manufacture your products. Please disclose whether you have entered
into agreements with third-parties for the manufacturing of your
products.
To
respond to SEC comments as to whether AII has entered into
agreements with third parties for the manufacturing of products we
revised risk factor “Reliance on Outsourcing for Some
Production Could Slow Growth”.
We
have no capacity for producing our product on a large-scale basis,
instead Arrestage has a co- branding licensing strategy it will
implement. Currently there are no manufacturing contracts for our
products; if efforts to co-brand our products do not materialize as
planned, it could negatively affect profitability. We are reliant
on licensed laboratories to contract manufacture them. Should they
be unable to achieve our required levels of production in a timely
manner, then profitability may be affected.
We are in a highly competitive market segment…, page
27
10.
We note your
statement that your products have “certain competitive
advantages” over products offered by your competitors. Please
revise your disclosure to discuss in detail your products and their
“competitive advantages.”
In
response to the SEC note regarding certain competitive advantages
over products offered by AII’s competitors, we have revised
our disclosure, on page 27, to include this detailed
summary:
Our
competitive advantages include access to participating physicians
that have contributed to research and development in the past.
These individuals which include our board members have decades of
experience of developing and delivering products to market
internationally. If these competitors offer new products, or expand
their operations, we may be unable to maintain our competitive
advantages over these competitors.
Emerging Growth Company Status, page 40
11.
We note your
reference to December 31, 2021. Please advise or
revise.
In
responding to the SEC comment regarding an emerging growth company
date of December 31, 2021, we have revised the disclosure by
removing any date which AII would remain an emerging growth
company.
Use of Proceeds, page 42
12.
Please revise to
disclose the approximate amount intended to be used for each
principal purpose for which the proceeds from this offering will be
used. Please see Item 504 of Regulation S-K.
On
Pages 42 and 43 of the S-1 Registration Statement, under Use of
Proceeds, a use of proceeds table has been inserted, presenting
managements estimates as to how the net proceeds from the offering
may be allocated.
Compliance with Federal and State Securities Laws, page
44
13.
Your disclosures on
page 44, including your disclosure that this offering is not
registered does not appear appropriate. Please revise or
advise.
In
revising our registration statement based on the SEC comment asking
for revision on why this offering “is not registered and does
not appear appropriate”, we removed all such
language.
Capitalization, page 45
14.
Please update your
table to reflect the most recent period presented, September 30,
2017.
On
Page 45 of the S-1 Registration Statement, Information as of
September 30, 2017 has been inserted.
Summary Balance Sheet, page 45
15.
Please revise to
provide the disclosure to footnote 2. In the alternative, please
delete footnote 2 if no additional disclosure will be
provided.
Based
on the Comments regarding the Summary Balance sheet, we have
deleted footnote number 2, from page 45.
Dilution, page 46
16.
Please update your
table for the most recent period ended, September 30, 2017, and
disclose your net tangible book value as appropriate. In this
regard, we note that net tangible book value may differ from your
working capital calculation. Please also round the per share amount
to the nearest cent.
On
Page 46 of the S-1 Registration Statement, Information as of
September 30, 2017 has been inserted.
Principal Stockholders, page 48
17.
Please disclose
each beneficial owner of more than five percent of your common
stock as required by Regulation S-K Item 403. Also, with respect to
each such beneficial owner that is a legal entity, please disclose
the natural person or persons who exercise the sole or shared
voting and/or investment power with respect to the shares held in
the name of that entity.
On
Page 48 of the S-1 Registration Statement, footnotes to the
Principal Shareholders table were added to identify natural persons
that exercise the sole or shared voting and/or investment power
with respect to shares held by an entity other than a natural
person. Specifically, the following:
(4)
The Demitra Trust-Denise Weisman, daughter of Director Phillip
Weisman, is the beneficiary of The Demetra Trust.
(5)
Plum
Mountain Trust-Phillip Nuciola. President of Capital Markets, is
the beneficiary of the Plum Mountain Trust.
18.
Please update the
number of shares outstanding as of the most recent date
practicable.
On
Page 49 of the S-1 Registration Statement, the Principal
Shareholders table was updated to December 31, 2017. There were no
changes to the capitalization of the Company during the fourth
quarter of 2017.
Plan of Distribution, page 50
19.
Please revise your
cover page and this section to clarify that you will sell shares at
a fixed price for the duration of the offering.
We
revised the cover page of Plan of Distribution on page 50 to
clarify that we will sell shares at a fixed price for the duration
of the offering.
Description of Capital Stock
Preferred stock, page 53
20.
We note your
disclosure that you are authorized to issue up to 5,000,000 shares
of Preferred Stock. Your certificate of incorporation does not
account for the Preferred Stock mentioned here. In that regard, we
note your reference on page 59 to your amended and restated
certificate of incorporation. Please revise your disclosure
accordingly. In addition, please file a complete version of your
articles of incorporation and bylaws, as amended. Please see Item
601(b)(3)(i)-(ii) of Regulation S-K.
In
responding to SEC note 20 regarding preferred stock disclosure, we
have added our revised articles of incorporation and amendment to
the bylaws as exhibit 2.1(i). In addition, we modified the
disclosure within the S-1 within the Capitalization section of the
Summary Balance Sheet Table. We also have disclosed the shares of
preferred stock in pages 52, 71, 111, 132, 144.
Lock-up agreements, page 58
21.
We note your
disclosure that holders of equity prior to this offering have
entered into a lock-up agreement for a period of 360 days after
effectiveness of this registration statement. Please file the
lock-up agreement as an exhibit.
Per
note 21 of the SEC comment letter, AII has added the Lock-Up
agreement as exhibit 10.6.
Summary Historical Financial Data, page 67
22.
Please revise your
filing to clearly indicate that the statement of operations
information you provide on page 71 for the nine months ended
September 30, 2017 and 2016 are unaudited.
Beginning
on page 70, financial statements that refer to September 30, 2017
and/or September 30, 2016 have been changed to clearly indicate
that they are unaudited.
Management’s Discussion and
Analysis of Financial Condition and Results of Operations,
page 71
23.
Please revise your
filing to include a discussion of your results of operations for
the periods presented. In this regard, you should provide a
meaningful explanation of the expenses you have incurred and the
reasons for changes from period to period.
On
Page 76 of the S-1 Registration Statement, an explanation of the
increase in operating expenses was added:
“General
and administrative expenses increased from $11,136 to $29,532 in
the year ended December 31, 2016. During 2017 General and
Administrative Expenses increased to $43,803. Most of the increases
in both periods were an increase in Legal and Professional fees
readying the Company to file the S-1
Registration.”
Acquisition of a Licensing Agreement, page 72
24.
Please expand your
disclosure of the licensing agreement with Ann Shapiro to expand on
the financial terms of the agreement. In addition, please file the
licensing agreement as an exhibit or tell us why you are not
required to do so.
On
Page 67 of the S-1 Registration Statement, the explanation of the
financial terms of the Licensing Agreement was expanded as
follows:
Acquisition of a Licensing Agreement
Effective
June 22, 2011 Arrestage entered into an agreement to acquire an
exclusive licensing agreement from Ann Shapiro. Ms. Ann Shapiro is
the wife of one of the BOD members Dr. Roy Shapiro, so he had
direct insight on this product line. This transaction was completed
as a related party transaction with Arrestage. As part of the
license agreement Arrestage agreed to pay $50,000 in three
installments of unspecified amounts and on unspecified dates in
exchange for consideration received. The license agreement expires
in 2025.
“GRANT
OF LICENSE. ALS owns Registered Trademark of Arrestage and cosmetic
formulas (“ARRESTAGE MARK & FORMULAS”). In accordance with this
Agreement, ALS grants All an exclusive license to sell the
ARRESTAGE MARK & FORMULAS. ALS retains title and ownership of
the ARRESTAGE MARK & FORMULAS.”
All
rights other than those specifically granted herein to Licensee are
reserved to Licensor, including, without limitation, Licensors
right to continue to use the Licensed Property in any form, manner,
and medium.
Business, page 84
25.
We note your
reference on page 84 to Arrestage Laboratories Corporation. Please
advise if this is a subsidiary of the company.
The
Company has advised on page 79 that Arrestage Laboratories
Corporation is not a subsidiary of the Company, but is rather the
Company from which Arrestage International purchased the exclusive
licensing agreement.
26.
Please
significantly revise your discussion to describe with specificity
your plan for the next twelve months. Provide more detail regarding
your specific plan of operation, including detailed milestones and
the anticipated time frame for beginning and completing each
milestone, and the expected sources of funding for each type of
expenditure.
Regarding
SEC comment 26 on specific planning for the next twelve months, a
detailed description was added under the Business section on pages
79-80 including the plan of operation with detailed milestones,
anticipated time frames, and expected sources of
funding.
27.
Please revise to
disclose, if true, that the company has no revenue.
Regarding
the SEC note 27 on the revision to disclose that the company has no
revenue, this statement was added under the Business section on
page 79 as follows:
Company
will be reliant on such debt financing, access to capital markets,
or future revenues, since the company currently has no
revenue.
28.
Please disclose
your total number of employees and number of full time employees,
as required by Item 101(h)(xii) of Regulation S-K.
Regarding
the SEC note 28, we have disclosed the total number of employees
and full-time employees on page 79 as followed:
Arrestage
international has a total of eight employees, two of which are full
time. As the company’s operations grow, it may add additional
full-time employees within the next six months.
Management, page 89
29.
Please expand the
discussion of your directors and executive officers to disclose the
dates of each person’s principal occupation during the past
five years, and the name and principal business of any corporation
or other organization in which such occupation and employment were
carried on. Please refer to Item 401(e) of Regulation
S-K.
In
answering SEC comment 29, regarding item 401(e) of Regulation S-K
disclosing the dates and
occupations
of each principal of Arrestage during the past 5 years, we have
added the following on pages 84-87:
Kimberly Shapiro- Chairman and Director
During
the past five years, Ms. Shapiro has been in management for
Randstad in Irvine, California.
Prior
to that, Ms. Shapiro focused on financial services management at
Northwest Mutual Life. Neither Randstad nor Northwest Mutual Life
is affiliated with Arrestage in any way.
Dr. Roy Shapiro- Director
Mr.
Shapiro is also a collaborator and officer of CrestRock Advisors,
Inc. (“CrestRock”). CrestRock is located at 20843 N.
Hayden Road, Suite 105-193 in Scottsdale, Arizona 85255. CrestRock
is a structured finance consulting firm. CrestRock is an affiliate
of the offering due to the fact it owns shares of
Arrestage.
Gary Croft- Chief Executive Officer and Director
Mr. Croft is also the Principal of a Los Angeles
based Healthcare consulting firm called The Aesthetics Group that
specializes in aesthetics and skincare sales, marketing and
business development. The Aesthetics Group started in January
of 2009 and still operates today. Neither Yorkshire Square
nor The Aesthetics Group is affiliated with Arrestage International
in any way.
Phillip Nuciola- President of Capital Markets
Mr.
Nuciola is a product development advisor for CrestRock Advisors,
Inc. CrestRock Advisors is a structure financial consultant firm
and is affiliated with Arrestage by owning shares in the company.
Prior to his tenure at CrestRock, Mr. nuciola was Chairman of the
Board and President of capital markets for Core Resource
Management, Inc. Core Resource Management, Inc. is an oil and gas
finance company located in Scottsdale, Arizona.
Greg Washington- Executive Vice President/ Director of
Marketing
Over
the past five years and prior to joining Arrestage, Mr. Washington
was Chief Executive Officer of Patients Unlimited Marketing
Consultants as a Cosmetic Surgery Consultant. Patients Cosmetic
Surgery Consultant is a company that specializes in consulting on
new plastic surgery techniques and products. Patients Cosmetic
Surgery Consultants is not affiliated with Arrestage in any
way.
Philip Weisman-Director
During
the past five years, in addition to being on the Board of Directors
for Arrestage, Mr. Weisman has been the President of a Nevada based
real estate development firm, Fieldstone Investment, Inc.
Fieldstone has no affiliation with Arrestage
International.
30.
We note that
Kimberly Shapiro was appointed Vice Chairman since inception.
Please confirm that the company operates without a Chairman of the
Board.
In
response to SEC comment 30, we have made the appropriate change on
page 84 that Ms. Kimberly Shapiro is in fact Chairman of the Board
of AII rather than Vice Chairman.
Executive and Director Compensation, page 95
31.
Please reconcile
your disclosures that no executive officer will “collect
salary or [is] anticipated to do so in the near future,” with
disclosure that upon the completion of this offering a compensation
committee “will be responsible for determining the
compensation” of your executive officers.
To
reconcile the other disclosures, we have modified the following on
page 97:
It is anticipated that salaries for the Board of
Directors will be, if any, diminished and have not yet been determined. Currently there
is no direct compensation for participating on the Company Board.
The Company will not pay bonuses to Board Members solely for their
roles on the Board. No bonuses have been paid to date. In addition,
management’s base salaries can be increased by our Board of
Directors based on the attainment of financial and other
performance guidelines set by the management of the
Company.
To
reconcile the discrepancy over timing of executive compensation, we
have modified the section under Executive and Director compensation
on page 101 to say the following:
Our
compensation committee, with input from the board, determines the
compensation for our named executive officers. After completion of
this offering, as company growth permits, we will have an
independent compensation committee that meets the enhanced
independence standards applicable to compensation committees and
that will be responsible for determining the compensation for our
named executive officers and administering our equity compensation
plans and awards. We do not anticipate executive salaries in the
near future.
Summary compensation table, page 96
32.
Please provide the
disclosure required by Item 402(n). Please be sure to include
executive compensation disclosure for the fiscal year ended
December 31, 2017.
On
Page 86 of the S-1 Registration Statement, the following table was
added to disclose Executive Compensation:
Summary Compensation Table
Name and Principal Position |
|
Fiscal Year Ended
December 31, |
|
Salary ($) |
|
Total Compensation |
Gary Croft, |
|
2017 |
|
0 |
|
0
|
CEO |
|
2016 |
|
0 |
|
0 |
Kimberly |
|
2017 |
|
0 |
|
0 |
Shapiro, Vice Chairman |
|
2016 |
|
0 |
|
0 |
Phillip Nuciola, President of |
|
2017 |
|
0 |
|
0 |
Capital Markets |
|
2016 |
|
|
|
|
|
|
|
|
0 |
|
0 |
Greg Van |
|
2017 |
|
0 |
|
0 |
Washington |
|
2016 |
|
0 |
|
0 |
33.
Please clarify
whether executive compensation is being accrued for your executive
officers.
On
Page 98 of the S-1 Registration Statement, as part of the Executive
Compensation schedule, the statement that … “no
salaries are being accrued” has been inserted under
Employment Agreements.
Description of Capital Stock, page 102
34.
Please consolidate
the duplicative disclosure under this section with disclosure found
on pages 50-55.
In
response to the SEC comment 34 on duplicative disclosure of the
Description of Capital Stock, we have now consolidated it under the
corresponding section..
Report of Independent Registered Public Accounting Firm, page
120
35.
Please consolidate
the duplicative disclosure under this section with disclosure found
on page F-2.
In
reference to the SEC comment 35 on the duplicative disclosure under
the section of Report of Independent Registered Public Accounting
Firm, we have consolidated this disclosure to remain only under
exhibit 23.1.
Note 1. Summary of Significant Accounting Policies, page
F-9
36.
Given that you
present unaudited nine month ended September 30 information within
your audited year-end financial statements, please revise your
filing to provide additional disclosure to clearly indicate that
any reference to September 30 information is unaudited.
Alternately, you may revise your filing to include separate audited
December 31 financials and unaudited September 30
financials.
On
Page 128 of the S-1 Registration Statement, financial statements
that refer to September 30, 2017 and/or September 30, 2016 have
been changed to clearly indicate that they are
unaudited.
“The
financial statements of Arrestage International, Inc. as of
December 31, 2016 and 2015, and for each of the years in the
two-year period ended December 31, 2016, have been included herein
and in the registration statement in reliance upon the report of
Schumacher & Associates, Inc. CPA, an independent registered
public accounting firm, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing. The
balance sheets as of September 30, 2017 and December 31, 2017, the
statements of operations and cash flows for the nine month periods
ended September 30, 2017 and 2016 and the year ended December 31,
2017, and the statement of stockholders’ (deficit) for the nine
month period ended September 30, 2017 and the year ended December
31, 2017, have been prepared by the Company without audit, pursuant
to the rules and regulations of the Securities and Exchange
Commission.”
Item 15. Recent sales of unregistered securities, page
II-2
37.
Please revise this
section to describe all sales of unregistered securities for the
past three fiscal years. Further, please disclose the amount of
consideration paid, the value of the shares offered for services,
or the fair value of the services received for shares. In
particular, we note from page F-13 that during the year ended
December 31, 2015, the company issued 10,000 shares of common stock
for services. With regard to issuances of stock to employees,
vendors, and consultants for services, please include a specific
breakdown of who received shares, when you issued the shares, and
the exemption from registration upon which you have relied. See
Item 701of Regulation S-K for further guidance.
The
table presented on page 140 indicates the dates, number of shares
sold and the consideration paid for the sales of unregistered
securities for the past three years. With regard to the 10,000
shares issued in September 2015, the shares were issued consultants
for services to be rendered. The shares were issued to the
following individuals:
|
|
|
Number of shares beneficially owned |
Name |
|
Date of Issue |
|
Number of Shares |
|
Price |
Shares issued for Consulting Services: |
|
|
|
|
|
|
Rick
Gean |
|
9/30/15 |
|
5,000 |
|
$ 1.00 |
Anthony Demasi |
|
9/30/15 |
|
5,000 |
|
$ 1.00 |
38.
Please remove the
table provided in this section.
The
table on page 159 was left in the documents as an explanation
referred to in Item 37 above.
Exhibits
39.
We note that your
legal opinion was improperly filed as Exhibit 23.2. We also note
that Exhibit 5.1 is listed as the opinion of your auditors Opinion
of Schumacher Associates Inc. Please revise to file the consent of
counsel or indicate that it is included in Exhibit 5.1.
Please file your legal opinion as Exhibit 5.1. Refer to Item
601(b)(5) and 601(b)(23) of Regulation S-K.
In
reference to comment 39, regarding improper placement of
auditor’s opinion and legal consent of counsel, we have
properly filed the legal opinion as Exhibit 5.1.
We have
answered the comments with changes to the S-1 as explained within
this letter. In doing so we have referred to the items and rule
stated within Regulation S-K. If you have any further questions,
comments, or require additional clarification, please feel free to
contact me at any time.
Sincerely,
Erica
L. Jozwiak, Esq.
Direct:
727.743.6143