SEC Comment Letter for NextTrip, Inc. (NTRP) (CIK 0000788611) (NTRP) — Oct 14, 2010
NextTrip, Inc. (NTRP) (CIK 0000788611)
Date: Oct. 14, 2010 · CIK: 0000788611 · Accession: 0000000000-10-060608
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October 14, 2010
Mark Cola President Framewaves, Inc. 41B Bisbee Court, Unit B4 Santa Fe, New Mexico 87508
Re: Framewaves, Inc.
Current Report on Form 8-K Filed September 17, 2010 File No. 033-02783-S
Dear Mr. Cola:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments a pply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General
1. Throughout your disclosure, plea se differentiate between those aspects of your business
or product(s) that are operati onal and those aspects that are aspirational in nature. For
example, to the extent that certain of your products are not yet functional and require
additional research and devel opment, you should address the current status of the product
and time, costs and risks involved with beco ming operational. You should also clarify
throughout that your company is in the de velopment stage and that the described
operations are either currently happening or are possible in the near future.
Mark Cola
Framewaves, Inc.
October 14, 2010
Page 2
Item 1.01 Entry into a Material Definitive Agreement, page 2
2. We note your disclosure that, in connection with the share exchange transaction, B6
Sigma acquired 738,000 shares of Framewaves common stock from three Framewaves
shareholders for the sum of $195,000. Thes e shares represented a majority of
Framewaves’ outstanding common stock prior to the share exchange transaction. Please
disclose the names of and number of shares acquired from each shareholder. In addition,
please disclose any material relationship between these shareholders, you, any of your
affiliates, B6 Sigma or any affiliates of B6 Sigma. Refer to Item 5.01 of Form 8-K.
Item 2.01 Completion of Acquisition of Assets, page 3
3. Pursuant to Item 2.01(c) of Form 8-K, please disclose any material relationship between
John Furlong and Valerie Vekkos, on one hand, and B6 Sigma and its executive officers and shareholders on the other.
Business, page 3
4. Please provide your website address.
5. Please revise your disclosure in this secti on to provide all inform ation required pursuant
to Item 101(h) of Regulation S-K. For example, please provide information regarding your market and competitors, potential effects of governmental regulations on your business and dependence on one or a few major customers.
6. We note your disclosure on page 5 regarding your intent “to do classified work that
cannot be discussed in this Memorandum but that offers both significant product and
services revenue potential.” Pl ease revise to describe the na ture of this work and explain
the basis for your statement that it offers significant revenue potential.
7. We note your example on page 6 that Boei ng and Airbus are moving towards welded
aircraft structures and coul d potentially benefit from using your IPQA hardware. Please
revise this disclosure to clarify, to the ex tent true, that the co mpany currently does not
have any contractual relations hip or otherwise conduct busin ess with either Boeing or
Airbus.
8. As stated above, please clarif y the status of the technology (i.e. development stage or
operational) described in the “Technical Description of Production Areas” section. For
development stage products or services, provi de information about the current state of
development. In addition, please disclose the name of the company you have partnered with to develop your NanoFlow technology and describe the terms of your relationship
with that company. Explain how this techno logy is expected to fit within your overall
business plan.
Mark Cola
Framewaves, Inc.
October 14, 2010
Page 3
9. We note your statement on page 4 that you believe that B6 Sigma owns all of its
proprietary information and technology. Pleas e disclose any concer ns or uncertainties
surrounding B6 Sigma’s ownership of its proprietary information and technology.
10. Based on your disclosure, it app ears that intellectual property protection for your assets is
fundamental to your business. Please provide additional disclosure regarding the steps you have taken to protect your intellectual property, including the term of your current
patent and the status of your patent applications. Refe r to Item 101(h)(4)(vii) of
Regulation S-K.
Risk Factors, page 7
11. Please add a risk factor highlighting your a uditor’s reservations about your ability to
continue as a going concern.
12. In general, please review your risk factor subheadings to insure that each subheading
clearly and concisely identif ies a risk to your business. For example, you included
several subheadings (e.g. “T iming of Payments” and “Governmental consents and
waivers”) that are generic a nd do not clearly identify what risk these facts pose to your
business. It should also be clear which risks impact your bus iness as currently conducted
and which risks may impact your business if you expand your operations in the future. In
addition, ensure that all risk factor disclosu re is appropriately upda ted for this Form 8-K
filing. For example, we note your refere nces to an Offering on page 7 and your
discussion of a possible reverse merger with a public shell on page 14.
Timing of payments, page 11
13. We note your disclosure that “a significant portion of your expenses are fixed.” Please
provide additional disclosure re garding these fixed expenses.
We have significant competition, page 12
14. We note that you discuss competition in the cons ulting industry as a risk to your business.
Please discuss your consulting operations or plans in the Business section of the Form 8-K.
We depend upon our intellectual property…, page 12
15. Please file the Asset Purchase Agreement with TMC Corporation as a material agreement
pursuant to Item 601 of Registration S-K. In the Overview section of the MD&A,
discuss the terms of this agreement and how it led to your current business. Specifically,
describe the assets acquired, both intellectual property and customer contracts, and how
they are used in your current business.
Mark Cola
Framewaves, Inc.
October 14, 2010
Page 4
Results of Operations, page 19
16. The revenues disclosed in this section do not app ear consistent with the revenues shown
in your statement of operations for the pe riod ended June 30, 2010. While you disclose
$37,500 in revenue in your financial statemen ts, here you disclose $30,167 from Pratt &
Whitney, $14,086 from Honeywell, and $18,414 from the US Air Force. Please revise to
explain.
17. We note that you received contracts from the US Air Force Materials Research
Laboratory in the amount of $749,682 and ARDEC in the amount of $135,987. Please provide more information about the material terms of these cont racts, including the
timing and amount of anticipated revenues a nd any risks and uncertainties surrounding
your ability to generate these revenues. Pleas e file these contracts as exhibits to your
Current Report on Form 8-K as required pur suant to Item 601 of Regulation S-K or
explain why you believe you are not re quired to file these agreements.
18. We note that in the last sentence on page 19 you state that the $18,414 in revenues you
received from the US Air Force “successfully completed and closed a contract with a
total funding level of $749,728.” Please clarif y how much of this funding you received
pursuant to this agreement. Also clarify wh ether this is a differe nt contract from the
$749,692 US Air Force contract referenced in the beginning of this section.
19. Please provide more insight into the nature of your $216,312 in general and
administrative expenses for the period ended June 30, 2010.
Financial Condition and Liquidity, page 20
20. Please provide a more detailed assessment of your financial c ondition and liquidity
outlook. For example, disclose how long management expects that the private placement funds will sustain the company and how much additional financing the company will require to meet its current and future cash n eeds. Also provide more information about
the company’s specific spending commitmen ts and funding requirements. If you are
unable to obtain additional funds, explain how that you impact your ability to perform
existing contracts, acquire new business, and develop new products and services.
Management and Directors, page 21
21. We note that you do not have a chief financ ial officer. Please include risk factor
disclosure highlighting this fact and addres sing how it will affect your ability to comply
with your financial repor ting obligations pursuant to federal securities laws.
22. Please file the consulting agreement with Ms. Vekkos as an exhibit pursuant to Item 601
of Regulation S-K.
Mark Cola
Framewaves, Inc.
October 14, 2010
Page 5
Certain Relationships and Re lated Transactions, page 29
23. Please file the Stock Purchase Agreement between B6 Sigma and Ms. Walstrand as an exhibit pursuant to Item 601 of Regulation S-K.
24. Provide disclosure required by Item 404(d) of Regulation S-K with respect to the shares
and any other consideration received by Ms. Vekkos in the reorganization.
25. Please explain the basis on which Ms. Walstran d and the Framewaves shareholders that
she represents are related parties. Also disclose whether or not the individuals who
purchased 388,000 shares are related parties.
Recent Sales of Unregistered Securities, page 31
26. Please provide the disclosure required by It em 701 of Regulation S-K related to recent
sales of unregistered securities within the pa st three years for both the registrant and B6
Sigma.
Item 9.01 – Financial Statements and Exhibits, page 32
27. Please file the material agreements with respect to your private placement and debt
conversion as exhibits pursuant to Regulation S-K Item 601.
Exhibit 99.1
B6 Sigma, Inc.
Audited Financial Statements for February 28, 2010
6. Subsequent Events
Asset Purchase Agreement, page 9
28. Refer to the penultimate paragraph of page 9, which indicates that the B6 Sigma, Inc.
entered into a purchase agreement with TM C for certain assets of Beyond 6 Signa, a
division of TMC Corporation (“TMC”). Please disclose and explain to us how you
accounted for this transaction. Describe the assets and operations of Beyond 6 Sigma
prior to the acquisition. Describe which portions of Beyond 6 Sigma you acquired and
what was retained by TMC. Describe for us your consideration of whether the operations of Beyond 6 Sigma constituted a business; and whether historical and pro forma financial statements for Beyond 6 Sigma are requi red pursuant to Rules 8.04 and 8.05 of
Regulation S-X.
29. Tell us if you consider Beyond 6 Sigma to be the predecessor company of B6 Sigma, Inc. If not, please explain why and identify and quantify the assets and operations of the
Beyond 6 Sigma division that were not acquired.
Mark Cola
Framewaves, Inc.
October 14, 2010
Page 6
30. We note you disclose that Beyond 6 Sigma was fo rmerly a division of TMC. Explain to
us, in quantified detail, the nature and extent of TMC’s operations, a ssets and liabilities
that were not acquired as part of the purchase of Beyond 6 Sigma.
Exhibit 99.2
B6 Sigma, Inc.
Note 5 - Organizational Expenditures
31. Costs of start-up activities, incl uding organization costs, should be expenses as incurred
pursuant to ASC 720.15.25-1. Please revise or advise us.
Note 6 – Patents
32. Please disclose the period over which you amortize your patents.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
Mark Cola
Framewaves, Inc.
October 14, 2010 Page 7
You may contact Joseph Kempf, accountant, at (202) 551-3352 or Robert Littlepage,
accountant branch chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Brandon Hill, attorney-advisor, at (202) 551-3268, John Harrington, attorney-a dvisor, at (202) 551-3576 or me at (202) 551-3810 with
any other questions.
Sincerely,
/s/ Celeste Murphy for
Larry Spirgel
Assistant Director