SEC Comment Letter for CTT INTERNATIONAL DISTRIBUTORS INC. (CIK 0001106285) — Jun 1, 2005
CTT INTERNATIONAL DISTRIBUTORS INC. (CIK 0001106285)
Date: June 1, 2005 · CIK: 0001106285 · Accession: 0000000000-05-026888
AI Filing Summary & Sentiment
File numbers found in text: 333-124286
Letter
Mail Stop 4561 May 25, 2005 Amit Sankhala President and Chief Executive Officer CTT International Distributors Inc. 1145 West 7th Avenue Vancouver, BC V6H 1B5 Canada
Re: CTT International Distributors Inc. Form SB-2 Filed on April 25, 2005 File No. 333-124286
Dear Mr. Sankhala:
This is to advise you that we have reviewed the above registration statement, except for those portions that relate to your financial statements, and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your registration statement. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General Comments
1. Please update your MD&A and financial statements to reflect first quarter results.
2. Please revise to provide the disclosures required by Item 304 of Regulation S-K. Unless the same accountant reported on the most recent financial statements of both the registrant and the accounting acquirer, a reverse acquisition always results in a change in accountants.
3. Supplementally, please tell us why you do not constitute a blank check company within the meaning of Rule 419 of Reg. C. We note that in Securities Act Release No. 6932 (April 13, 1992) the Commission stated that when determining whether a company is a blank-check company and subject to the requirements of Rule 419, it would "scrutinize ... offerings for attempts to create the appearance that the registrant ... has a specific business plan, in an effort to avoid the application of Rule 419."
We note that CTT has disclosed its plan of operation over the next twelve months, but that it has not generated any significant revenues during the last three years, nor does it have any significant assets or employees aside from its sole executive and director. In view of this, please tell us why CTT`s proposed business is not commensurate in scope with the uncertainty ordinarily associated with a blank- check company. Either revise the SB-2 to provide a more detailed discussion of the steps already completed by CTT to achieve its business plan or revise to comply with the requirements of Rule 419.
4. Supplementally, please provide us with all gatefold information such as pictures, graphics or artwork that will be used in the prospectus. We may have additional comments.
Outside Front Cover of Prospectus
5. Please revise the top of the cover page to include the number of shares to be sold by selling shareholders instead of presenting only the shares being sold by the company.
6. Please clarify whether you intend for both the primary and secondary components of the offering, or just the secondary component, to be sold at a fixed price that can later be changed by an amendment to the registration statement. If not, please tell us why this would not be considered to be a "delayed" offering pursuant to Rule 415(a)(1)(x) which can only be conducted by a registrant that is eligible to utilize Form S-3.
Summary of Offering, page 5
7. As needed, please be sure to make conforming changes throughout your prospectus, reflecting your responses to comments on your summary and risk factors.
8. Please summarize your accountant`s going concern opinion in the forepart of your registration statement.
9. Where relevant, please disclose that your implied value, based on your proposed share price, is $1,281,710. We believe that investors would find this information useful.
10. To comply with the plain English standards set forth in Rule of Reg. C:
* avoid the use of capitalized terms that are clear by their plain meaning, like "Website," "SlabsDirect," "MergeCo," or "Subsidiary;" and
* avoid referring to any company you do business with as a "partner" (see, for instance, pages 5 and 24) unless you actually shares revenues with that company.
11. We note that you will offer shares "inside and outside" of the U.S. Please be specific.
Risk Factors, page 6
12. To the extent material, please include discussion of the following risks in your prospectus:
* risk related to the fact that you have only one (and no independent) board member;
* risk, if any, related to restrictions on the transfer of your common stock, as disclosed on page 23;
* risk related to loss of inventory and, if applicable, lack of insurance, as well as risk related to your physical plant. We note from page 25 that you appear to have a "warehouse." Please attach a copy of all relevant office space and/or warehouse leases as exhibits to this registration statement;
* risk related to your reliance on one or just a few products, suppliers or manufacturers. Please disclose your accounts payable and terms, disclose the key terms of all relevant supply or license agreements and be sure to attach these agreements as exhibits to your registration statement, if material;
* risk related to the fact that your operations are in Canada while your sales appear to primarily be to people outside of Canada, including difficulties associated with customer service and potential conflicts between international regulatory schemes (including those related to the use of customer data);
* risk related to fraudulent sales transactions, refunds and chargebacks, and the collectibility of accounts payable (please quantify);
* risk related to competition with your suppliers, manufacturers or licensors;
* risk related to the fact that Mr. Sankhala, your only officer, director and employee, has little relevant business experience (we note, in this regard, that he devotes part of his time to an unrelated venture and additional time to schoolwork); and
* risk related to provisions of state law or your charter or bylaws or Mr. Sankhala`s majority ownership position that could impede a change of control or sale of assets.
13. Please include a risk factor addressing conflicts of interest described on page 21.
Risks associated with CTT, page 6
CTT is an initial development stage company and may not be able to continue..., page 6
14. Please revise your discussion to clarify that the going concern opinion specifically cites the company`s working capital deficiency and accumulated losses since inception as the factors that raise a substantial doubt about your ability to continue as a going concern. Your disclosure under this heading does not appear to be consistent with Manning Elliott`s audit report. Please revise.
CTT lacks an operating history..., page 6
15. Please discuss the possibility that you will not sell any stock in this offering or be able to raise money in any other way. Also, please disclose when you will run out of money for operations, based on your current rate of spending.
CTT is relatively new to the internet marketplace..., page 7
16. We note your statement that CTT "has no operating history upon which to judge its current operations." This statement does not appear to be consistent with the remainder of your prospectus in light of your limited revenues and expenses. Please revise to remove the statement that the company has no operating history.
CTT does not have sufficient funds..., page 7
17. Please indicate your available cash as of the most recent quarter. In addition, since your capital requirements are greater than the funds that may be raised in this offering, please disclose how you intend to fund the remainder of your business plan.
Failure to successfully compete..., page 7
18. Supplementally, please provide support for your statement that you rank "near" the "bottom half" in terms of your competitive position. Do you mean to suggest that you are in the top half? And if so, what measurement are you using to support this statement? Also, please disclose that there are few barriers to entry in your business (see page 27) and clarify what you mean by "content that is better" than yours.
Since CTT`s success depends upon..., page 8
19. Please explain briefly what Tiger Ventures is. In addition, please explain how your disclosure here comports with disclosure on page 21 that Mr. Sankhala devotes only 10 hours a week to you.
Risks associated with CTT`s industry, page 8
Security of online transactions..., page 9
20. Please disclose what kind of data you retain about your customers and, if true, that your website has no security features. If your data security has ever been compromised, please make a detailed disclosure. On a supplemental basis, please tell us what security measures you have in place to protect confidential data (either online or no online).
Risks associated with this offering, page 9
If and when CTT`s shares of common..., page 9
21. We note that there are currently 1,227,932 shares that may be "freely" traded under Rule 144. We further note that Mr. Sankhala holds 8,634,168. Please disclose how many of Mr. Sankhala`s shares may be freely traded, if any. Assuming none of his shares are currently tradable or being registered, please account for the remaining 455,001 shares outstanding (out of a total 10,317,101)- the shares received by CTT Distributors in the December 2004 transaction. Also, please disclose how many shares will be outstanding and how many shares will be freely tradable following this offering.
Because CTT`s sole officer and director will own more than 50%..., page 10
22. Please revise the heading to make clear that you have only one officer/director that controls the company and that shareholders will not have any say in the election of directors. Your current disclosure implies multiple officers/directors and states that shareholders "may not be able" to elect directors.
"Penny Stock" rules may make..., page 10
23. Please omit Mr. Sankhala`s projection of $1.00 per share trading from this risk factor since there appears to be no basis for this statement. It is sufficient to state merely that should the stock ever be listed for trading, it will likely be subject to the penny- stock rules. Please describe the "additional burdens" that will be placed on brokers as a result of these rules, and also disclose the fact that the market for penny stocks has suffered in recent years from patterns of fraud and abuse, including:
* control of the market for the security by one or a few broker- dealers;
* "boiler room" practices involving high pressure sales tactics;
* manipulation of prices through pre-arranged matching of purchases and sales;
* the release of misleading information;
* excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
* dumping of securities by broker-dealers after prices have been manipulated to a desired level (known as "pump and dump" schemes), which hurts the price of the stock and causes investors to suffer losses.
Use of Proceeds, page 10
24. Please separately discuss how you intend to utilize proceeds if the offering is 20 percent subscribed, 40 percent subscribed and percent subscribed. We note that the table on page 10 provides investors some details on how these funds would be allocated in each of the scenarios noted; however, your narrative should further discuss your plans if the offering is not fully subscribed.
25. On page 11, please explain what you mean by "unique online content" and "authorized users."
26. We note from your table on the bottom of page 10 that debt repayments could amount to as much as $25,000 if the offering is fully subscribed. Please revise your description of debt to account for this full amount. Currently, your disclosure appears to account for only $11,156.
27. We refer to your statement that you cannot provide any additional guidance regarding the anticipated use of proceeds since "every time an event occurred that would change its allocation, CTT would have to amend this registration statement." This statement implies that management has specified uses for the proceeds that are not being disclosed in the registration statement. Please revise to include all intended uses of proceeds from this offering or tell us why you believe this statement is necessary.
28. We note that you estimate $32,000 will be needed for working capital in order to pay certain operating costs. Your table on page 10 does not allocate $32,000 to working capital, even if the offering is fully subscribed. Since this section deals with how you intend to utilize proceeds from the proposed offering, please revise to discuss how you intend to utilize the funds allocated to working capital raised in this offering.
Determination of Offering Price, page 12
Dilution, page 12
29. Throughout your discussion, please make it clear that any increase in net tangible book value per share is attributable entirely to cash received from purchasers in this offering. Also, where you state that you received $133,747 in cash contributions "prior to the inception" of your operating company, please make it clear that you are referring to people who invested in Slabsdirect.com, or explain how you were able to accept investment prior to May 17, 2004.
Plan of Distribution, page 15
30. We note your reliance on Rule 3a4-1 for Mr. Sankhala`s participation in this offering. However, we further note from page 11 that Mr. Sankhala will receive at least $11,156 (and possible up to $25,000) in accrued management fees and expense reimbursements from the proceeds of this offering. Supplementally, please tell us how Mr. Sankhala is qualified to conduct this offering under Rule 3a4-1(a)(2).
31. We note that you intend to sell shares outside of the U.S. Please list the countries in which you intend to offer securities and briefly outline the exemptions, or other applicable regulations, upon which you will be relying.
Section 15(g) of the Exchange Act, page 15
32. Please disclose the specific subsection of Rule 15g-1 that you are relying on for an exemption from applicable penny-stock rules and tell us supplementally how you comply with its terms.
Procedures for subscribing, page 16
33. Please disclose how you intend to qualify prospective investors (if at all) and attach a copy of your subscription agreement as an exhibit to this registration statement and. Also, please make it clear in your disclosure that your common stock will be considered a penny stock, even if you are not considered to be a broker-dealer for purposes of the penny stock rules.
Right to reject subscriptions, page 16
34. Please disclose how you will acknowledge acceptance or rejection of an offer to invest (i.e., by mail or phone or simply cashing the check) and describe what kind of materials an investor whose offer is accepted can expect to receive, and when. Will you be sending out stock certificates? Finally, please confirm that you will contact prospective investors over the weekend should you receive offers on a Friday, in order to comply with your 48-hour commitment.
Stockholder`s Offering, page 16
35. With respect to all selling shareholders who are not natural persons, including the Susan C. Buescher Revocable Trust and the Nina K. Wuestling & Richard Wuestling, IV TEN ENT, please disclose the name of the natural person(s) who controls the investment decisions.
36. Please revise to describe how the selling stockh
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 4561
May 25, 2005
Amit Sankhala
President and Chief Executive Officer
CTT International Distributors Inc.
1145 West 7th Avenue
Vancouver, BC V6H 1B5 Canada
Re: CTT International Distributors Inc.
Form SB-2
Filed on April 25, 2005
File No. 333-124286
Dear Mr. Sankhala:
This is to advise you that we have reviewed the above
registration statement, except for those portions that relate to
your
financial statements, and have the following comments. Where
indicated, we think you should revise your documents in response
to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
registration statement. We look forward to working with you in
these
respects. We welcome any questions you may have about our
comments
or on any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.
General Comments
1. Please update your MD&A and financial statements to reflect
first
quarter results.
2. Please revise to provide the disclosures required by Item 304
of
Regulation S-K. Unless the same accountant reported on the most
recent financial statements of both the registrant and the
accounting
acquirer, a reverse acquisition always results in a change in
accountants.
3. Supplementally, please tell us why you do not constitute a
blank
check company within the meaning of Rule 419 of Reg. C. We note
that
in Securities Act Release No. 6932 (April 13, 1992) the Commission
stated that when determining whether a company is a blank-check
company and subject to the requirements of Rule 419, it would
"scrutinize ... offerings for attempts to create the appearance
that
the registrant ... has a specific business plan, in an effort to
avoid the application of Rule 419."
We note that CTT has disclosed its plan of operation over the next
twelve months, but that it has not generated any significant
revenues
during the last three years, nor does it have any significant
assets
or employees aside from its sole executive and director. In view
of
this, please tell us why CTT`s proposed business is not
commensurate
in scope with the uncertainty ordinarily associated with a blank-
check company. Either revise the SB-2 to provide a more detailed
discussion of the steps already completed by CTT to achieve its
business plan or revise to comply with the requirements of Rule
419.
4. Supplementally, please provide us with all gatefold information
such as pictures, graphics or artwork that will be used in the
prospectus. We may have additional comments.
Outside Front Cover of Prospectus
5. Please revise the top of the cover page to include the number
of
shares to be sold by selling shareholders instead of presenting
only
the shares being sold by the company.
6. Please clarify whether you intend for both the primary and
secondary components of the offering, or just the secondary
component, to be sold at a fixed price that can later be changed
by
an amendment to the registration statement. If not, please tell
us
why this would not be considered to be a "delayed" offering
pursuant
to Rule 415(a)(1)(x) which can only be conducted by a registrant
that
is eligible to utilize Form S-3.
Summary of Offering, page 5
7. As needed, please be sure to make conforming changes throughout
your prospectus, reflecting your responses to comments on your
summary and risk factors.
8. Please summarize your accountant`s going concern opinion in the
forepart of your registration statement.
9. Where relevant, please disclose that your implied value, based
on
your proposed share price, is $1,281,710. We believe that
investors
would find this information useful.
10. To comply with the plain English standards set forth in Rule
421
of Reg. C:
* avoid the use of capitalized terms that are clear by their plain
meaning, like "Website," "SlabsDirect," "MergeCo," or
"Subsidiary;"
and
* avoid referring to any company you do business with as a
"partner"
(see, for instance, pages 5 and 24) unless you actually shares
revenues with that company.
11. We note that you will offer shares "inside and outside" of the
U.S. Please be specific.
Risk Factors, page 6
12. To the extent material, please include discussion of the
following risks in your prospectus:
* risk related to the fact that you have only one (and no
independent) board member;
* risk, if any, related to restrictions on the transfer of your
common stock, as disclosed on page 23;
* risk related to loss of inventory and, if applicable, lack of
insurance, as well as risk related to your physical plant. We
note
from page 25 that you appear to have a "warehouse." Please attach
a
copy of all relevant office space and/or warehouse leases as
exhibits
to this registration statement;
* risk related to your reliance on one or just a few products,
suppliers or manufacturers. Please disclose your accounts payable
and terms, disclose the key terms of all relevant supply or
license
agreements and be sure to attach these agreements as exhibits to
your
registration statement, if material;
* risk related to the fact that your operations are in Canada
while
your sales appear to primarily be to people outside of Canada,
including difficulties associated with customer service and
potential
conflicts between international regulatory schemes (including
those
related to the use of customer data);
* risk related to fraudulent sales transactions, refunds and
chargebacks, and the collectibility of accounts payable (please
quantify);
* risk related to competition with your suppliers, manufacturers
or
licensors;
* risk related to the fact that Mr. Sankhala, your only officer,
director and employee, has little relevant business experience (we
note, in this regard, that he devotes part of his time to an
unrelated venture and additional time to schoolwork); and
* risk related to provisions of state law or your charter or
bylaws
or Mr. Sankhala`s majority ownership position that could impede a
change of control or sale of assets.
13. Please include a risk factor addressing conflicts of interest
described on page 21.
Risks associated with CTT, page 6
CTT is an initial development stage company and may not be able to
continue..., page 6
14. Please revise your discussion to clarify that the going
concern
opinion specifically cites the company`s working capital
deficiency
and accumulated losses since inception as the factors that raise a
substantial doubt about your ability to continue as a going
concern.
Your disclosure under this heading does not appear to be
consistent
with Manning Elliott`s audit report. Please revise.
CTT lacks an operating history..., page 6
15. Please discuss the possibility that you will not sell any
stock
in this offering or be able to raise money in any other way.
Also,
please disclose when you will run out of money for operations,
based
on your current rate of spending.
CTT is relatively new to the internet marketplace..., page 7
16. We note your statement that CTT "has no operating history upon
which to judge its current operations." This statement does not
appear to be consistent with the remainder of your prospectus in
light of your limited revenues and expenses. Please revise to
remove
the statement that the company has no operating history.
CTT does not have sufficient funds..., page 7
17. Please indicate your available cash as of the most recent
quarter. In addition, since your capital requirements are greater
than the funds that may be raised in this offering, please
disclose
how you intend to fund the remainder of your business plan.
Failure to successfully compete..., page 7
18. Supplementally, please provide support for your statement that
you rank "near" the "bottom half" in terms of your competitive
position. Do you mean to suggest that you are in the top half?
And
if so, what measurement are you using to support this statement?
Also, please disclose that there are few barriers to entry in your
business (see page 27) and clarify what you mean by "content that
is
better" than yours.
Since CTT`s success depends upon..., page 8
19. Please explain briefly what Tiger Ventures is. In addition,
please explain how your disclosure here comports with disclosure
on
page 21 that Mr. Sankhala devotes only 10 hours a week to you.
Risks associated with CTT`s industry, page 8
Security of online transactions..., page 9
20. Please disclose what kind of data you retain about your
customers
and, if true, that your website has no security features. If your
data security has ever been compromised, please make a detailed
disclosure. On a supplemental basis, please tell us what
security
measures you have in place to protect confidential data (either
online or no online).
Risks associated with this offering, page 9
If and when CTT`s shares of common..., page 9
21. We note that there are currently 1,227,932 shares that may be
"freely" traded under Rule 144. We further note that Mr. Sankhala
holds 8,634,168. Please disclose how many of Mr. Sankhala`s
shares
may be freely traded, if any. Assuming none of his shares are
currently tradable or being registered, please account for the
remaining 455,001 shares outstanding (out of a total 10,317,101)-
the
shares received by CTT Distributors in the December 2004
transaction.
Also, please disclose how many shares will be outstanding and how
many shares will be freely tradable following this offering.
Because CTT`s sole officer and director will own more than 50%...,
page 10
22. Please revise the heading to make clear that you have only one
officer/director that controls the company and that shareholders
will
not have any say in the election of directors. Your current
disclosure implies multiple officers/directors and states that
shareholders "may not be able" to elect directors.
"Penny Stock" rules may make..., page 10
23. Please omit Mr. Sankhala`s projection of $1.00 per share
trading
from this risk factor since there appears to be no basis for this
statement. It is sufficient to state merely that should the stock
ever be listed for trading, it will likely be subject to the
penny-
stock rules. Please describe the "additional burdens" that will
be
placed on brokers as a result of these rules, and also disclose
the
fact that the market for penny stocks has suffered in recent years
from patterns of fraud and abuse, including:
* control of the market for the security by one or a few broker-
dealers;
* "boiler room" practices involving high pressure sales tactics;
* manipulation of prices through pre-arranged matching of
purchases
and sales;
* the release of misleading information;
* excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and
* dumping of securities by broker-dealers after prices have been
manipulated to a desired level (known as "pump and dump" schemes),
which hurts the price of the stock and causes investors to suffer
losses.
Use of Proceeds, page 10
24. Please separately discuss how you intend to utilize proceeds
if
the offering is 20 percent subscribed, 40 percent subscribed and
60
percent subscribed. We note that the table on page 10 provides
investors some details on how these funds would be allocated in
each
of the scenarios noted; however, your narrative should further
discuss your plans if the offering is not fully subscribed.
25. On page 11, please explain what you mean by "unique online
content" and "authorized users."
26. We note from your table on the bottom of page 10 that debt
repayments could amount to as much as $25,000 if the offering is
fully subscribed. Please revise your description of debt to
account
for this full amount. Currently, your disclosure appears to
account
for only $11,156.
27. We refer to your statement that you cannot provide any
additional
guidance regarding the anticipated use of proceeds since "every
time
an event occurred that would change its allocation, CTT would have
to
amend this registration statement." This statement implies that
management has specified uses for the proceeds that are not being
disclosed in the registration statement. Please revise to include
all intended uses of proceeds from this offering or tell us why
you
believe this statement is necessary.
28. We note that you estimate $32,000 will be needed for working
capital in order to pay certain operating costs. Your table on
page
10 does not allocate $32,000 to working capital, even if the
offering
is fully subscribed. Since this section deals with how you intend
to
utilize proceeds from the proposed offering, please revise to
discuss
how you intend to utilize the funds allocated to working capital
raised in this offering.
Determination of Offering Price, page 12
Dilution, page 12
29. Throughout your discussion, please make it clear that any
increase in net tangible book value per share is attributable
entirely to cash received from purchasers in this offering. Also,
where you state that you received $133,747 in cash contributions
"prior to the inception" of your operating company, please make it
clear that you are referring to people who invested in
Slabsdirect.com, or explain how you were able to accept investment
prior to May 17, 2004.
Plan of Distribution, page 15
30. We note your reliance on Rule 3a4-1 for Mr. Sankhala`s
participation in this offering. However, we further note from
page
11 that Mr. Sankhala will receive at least $11,156 (and possible
up
to $25,000) in accrued management fees and expense reimbursements
from the proceeds of this offering. Supplementally, please tell
us
how Mr. Sankhala is qualified to conduct this offering under Rule
3a4-1(a)(2).
31. We note that you intend to sell shares outside of the U.S.
Please list the countries in which you intend to offer securities
and
briefly outline the exemptions, or other applicable regulations,
upon
which you will be relying.
Section 15(g) of the Exchange Act, page 15
32. Please disclose the specific subsection of Rule 15g-1 that you
are relying on for an exemption from applicable penny-stock rules
and
tell us supplementally how you comply with its terms.
Procedures for subscribing, page 16
33. Please disclose how you intend to qualify prospective
investors
(if at all) and attach a copy of your subscription agreement as an
exhibit to this registration statement and. Also, please make it
clear in your disclosure that your common stock will be considered
a
penny stock, even if you are not considered to be a broker-dealer
for
purposes of the penny stock rules.
Right to reject subscriptions, page 16
34. Please disclose how you will acknowledge acceptance or
rejection
of an offer to invest (i.e., by mail or phone or simply cashing
the
check) and describe what kind of materials an investor whose offer
is
accepted can expect to receive, and when. Will you be sending out
stock certificates? Finally, please confirm that you will contact
prospective investors over the weekend should you receive offers
on a
Friday, in order to comply with your 48-hour commitment.
Stockholder`s Offering, page 16
35. With respect to all selling shareholders who are not natural
persons, including the Susan C. Buescher Revocable Trust and the
Nina
K. Wuestling & Richard Wuestling, IV TEN ENT, please disclose the
name of the natural person(s) who controls the investment
decisions.
36. Please revise to describe how the selling stockh