Correspondence 0001477932-23-000603 from UNIVERSAL SYSTEMS INC (CIK 0001286768)
UNIVERSAL SYSTEMS INC (CIK 0001286768)
Date: Jan. 30, 2023 · CIK: 0001286768 · Accession: 0001477932-23-000603
AI Filing Summary & Sentiment
File numbers found in text: 024-11969
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Trade and Services Washington, DC 20549
Dear Sir or Madam:
We are submitting this letter on behalf of Universal Systems, Inc. (“UVSS” or “the Company”) in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter on December 16, 2022, relating to the Company’s Registration Statement filed on August 18,2022 and amended on September 12,2022 and November 30, 2022 with the file number 024-11969. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter. We are including as an attachment to this letter a copy of the Registration Statement that has been marked to show changes from the Registration Statement as originally filed.
Amendment No. 2 to Offering Statement on Form 1-A filed November 30, 2022.
General.
We note your response to comment 1, as well as your revised disclosure that "[t]he Company’s purpose is to create, develop, and produce a library of digital media assets." However, we note that your website, digitaldistro.io, indicates that you operate within the space of "Content Acquisition & Distribution" and that you "are a provider of . . . distribution . . . resulting in unique one-of-a-kind Digital Media Experience (DME) powered by blockchain and NFTs." Additionally, we note your press release, dated September 23, 2022, in which your CEO Andrew Lane stated that "[w]e believe that in the 4Q2022, we will be allowing partners, prospects, and clients, to mint and place NFTs on the upcoming proprietary Digital Distro Marketplace." Last, while we note your discussion of your "Memorandum of Understanding with Infinite Auctions, LLC to launch sports memorabilia NFTs" in your revised disclosure, we note that your press release, dated October 4, 2022, discusses a certain Joint Venture and Operating Agreement for revenue distribution and ownership of developed assets," which pertains to the joint launch of an NFT platform. In connection therewith, please:
• Provide a materially complete description of the NFTs related to your business and clarify who creates them;
• Provide a materially complete description of the marketplaces through which the NFTs related to your business are sold.
• Supplementally explain what you mean by the "proprietary Digital Distro Marketplace," and your role and involvement in the operations of this marketplace; Supplementally explain your role in the joint creation of the sports memorabilia platform with Infinite Auctions, LLC, including your continued role in the operation of the platform. Please also indicate how you will generate revenue pursuant to the Joint Venture and Operating Agreement which appears to govern revenue distribution and ownership of developed assets.
Current version:
$7,500,000
$.015 per Unit
100,000,000 Units
Each Unit consisting of 6 Shares of Common Stock and 3 Warrants exercisable at $0.02 per Warrant.
300,000,000 Shares of Common Stock to be issued upon Exercise of Warrants
UNIVERSAL SYSTEMS, INC. (“we” or the “Company”) is offering up to 100,000,000 units at a price of $.015 per unit with each unit consisting of six (6) shares of our common stock, $.001 par value, and three warrants exercisable at $.02 per warrant on a “best efforts” basis, for gross proceeds of up to $1,500,000 before deduction of offering expenses, assuming all shares are sold. 300,000,000 shares of common stock will be issued upon the exercising of the warrants. The minimum investment established for each investor is $1,000.00, unless such minimum is waived by the Company in its sole discretion, which may be done on a case-by-case basis. For more information regarding the securities being offered, see the section entitled “Securities Being Offered” on page 11. There is no minimum aggregate offering amount and no provision to escrow or return investor funds if any minimum number of shares is not sold.
Shares offered by the Company will be sold by our directors and executive officers on a “best efforts” basis. We may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares will be offered on a “best-efforts” basis.
The sale of shares will begin once the offering statement to which this circular relates is qualified by the Securities and Exchange Commission (“SEC”) and will terminate one year thereafter or once all 100,000,000 units are sold, whichever occurs first. We expect the offering to commence on the date on which the offering statement of which this offering circular is a part is qualified by the SEC. Notwithstanding, the Company may extend the offering by an additional 90 days or terminate the offering at any time.
Amended Version:
Page 1
UNIVERSAL SYSTEMS, INC.
$450,000
$.015 per Unit
30,000,000 Units
Each Unit consisting of 8 Shares of Common Stock
UNIVERSAL SYSTEMS, INC. (“we” or the “Company”) is offering up to 30,000,000 units at a price of $.015 per unit with each unit consisting of eight (8) shares of our common stock, $.001 par value on a “best efforts” basis, for gross proceeds of up to $450,000 before deduction of offering expenses, assuming all shares are sold. The minimum investment established for each investor is $1,000.00, unless such minimum is waived by the Company in its sole discretion, which may be done on a case-by-case basis. For more information regarding the securities being offered, see the section entitled “Securities Being Offered” on page 11. There is no minimum aggregate offering amount and no provision to escrow or return investor funds if any minimum number of shares is not sold.
Shares offered by the Company will be sold by our directors and executive officers on a “best efforts” basis. We may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares will be offered on a “best-efforts” basis.
The sale of shares will begin once the offering statement to which this circular relates is qualified by the Securities and Exchange Commission (“SEC”) and will terminate one year thereafter or once all 30,000,000 units are sold, whichever occurs first. We expect the offering to commence on the date on which the offering statement of which this offering circular is a part is qualified by the SEC. Notwithstanding, the Company may extend the offering by an additional 90 days or terminate the offering at any time.
Page 2
Current Version:
Total Offered
Price to
public
per unit
or share
Proceeds to Company (1)(2)
Per unit shares of common stock included in the units
300,000,000
$ 0.015
$ 1,500,000.00
Warrants included in the units
300,000,000
Common stock issuable upon exercise of the
Warrants
300,000,000
$ 0.020
$ 6,000,000.00
Total Maximum
$ 7,500,000.00
Amended Version:
Total Offered
Price to
public
per unit
or share
Proceeds to Company (1)(2)
Per unit shares of common stock included in the units
240,000,000
$ 0.001875
$ 450,000.00
Total Maximum
$ 450,000.00
Page 5
Current Version
The Company’s purpose is to create, develop, and produce a library of digital media assets (film, video, music, motion graphics, and artwork) costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The digital media assets can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio, websites and/or the digital media assets are developed and distributed for metaverses, and web3 content channels. The company also provides consulting and digital production services for companies and projects that wish to convert existing content distribution businesses into Web 3 business models of which the Company’s services may include artwork for NFTs, film/video content appropriate for Web3 use, and music production to create Digital Media Experiences that complement, inform, and/or entertain within traditional websites or metaverses. We expect to use all the proceeds from this offering in the development and production of this media content to include motion pictures, musical soundtracks and productions, motion graphics, website development, and artwork. The company also owns and operates www.TheDailyCrypto.io, an online website with daily updates of the blockchain, metaverse, crypto, and regulatory headlines combined with the updates of music, film, sports, and financial markets as these markets are experiencing transformation as the result of the integration of various blockchains and metaverse opportunities.
The Company is focused to being a premium creator of digital content that can be used in traditional or advanced web3 distribution channels. We rely on our technology partners to implement, create, and program the technology that distributes the content and media that we develop. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.
Amended Version:
The Company’s purpose is to create, develop, and produce a library of films, videos, and music productions costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The films, videos, and music productions can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio. We expect to use all the proceeds from this offering in the development and production of films, videos, and music productions to include motion pictures, musical soundtracks and productions, motion graphics, website development, and artwork.
The Company is focused to being a premium creator of films, videos, and music productions that can be distributed in traditional channels. We rely on our technology partners to implement, create, and program the technology that distributes the films, videos, and music productions that we develop. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.
Page 6
Current Version
Business Overview
“The Company’s purpose is to create, develop, and produce a library of digital media assets (film, video, music, motion graphics, and artwork) costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The digital media assets can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio, websites and/or the digital media assets are developed and distributed for metaverses, web3 content channels. The company also provides services for companies and projects convert existing content distribution businesses into Web 3 business models of which the Company’s services may include artwork for NFTs, film/video content appropriate for Web3 use, and music production to create Digital Media Experiences that complement, inform, and/or entertain within traditional websites or metaverses. We expect to use all the proceeds from this offering in the development and production of this media content to include film, video, musical soundtracks and productions, motion graphics, website development, and artwork.
The company also owns and operates www.TheDailyCrypto.io, an online website with daily updates of the blockchain, metaverse, crypto, and regulatory headlines combined with the updates of music, film, sports, and financial markets as these markets are experiencing transformation as the result of the integration of various blockchains and metaverse opportunities.
The Company is focused to being a premium creator of digital content i.e., film, video, music that can be used in traditional or advanced web3 distribution channels. The Company is a content developer, and we rely on our technology partners to implement, create, and program the technology that distributes the content. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.”
Amended Version:
The Company’s purpose is to create, develop, and produce a library of films, videos, and music productions costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The films, videos, and music productions can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio. We expect to use all the proceeds from this offering in the development and production of films, videos, and music productions to include motion pictures, musical soundtracks and productions, motion graphics, website development, and artwork.
The Company is focused to being a premium creator of films, videos, and music productions that can be distributed in traditional channels. We rely on our technology partners to implement, create, and program the technology that distributes the films, videos, and music productions that we develop. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.
Page 6
Current version:
Going Concern
As of June 30, 2022, the Company had an accumulated deficit of $1,454,169.00.00. Management has taken a certain action and continues to implement changes designed to improve the Company’s financial results and operating cash flows. The actions involve certain – growing strategies, including – expansion of the business model into new markets. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations. As a result, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.
Summary of the Offering
Securities Offered
100,000,000 units of shares of common stock, par value $0.001 plus 3 warrants exercisable at $.02 (the “Units”) on a best-efforts basis.
Additional information about the Offering
Shares offered by the Company will be sold by our directors and executive officers. We may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares will be offered on a “best-efforts” basis. Investors may be publicly solicited provided the “blue sky” regulations in the states in which the Company solicits investors allow such solicitation.
Offering price per Unit
$.0015 per common share and $.02 exercise price per warrant
Number of shares outstanding before the offering of common shares
286,049,052 shares of Common Stock as of the date hereof.
Number of shares outstanding after the offering of common shares if all the units being offered are sold
996,049,052 shares of Common Stock will be issued and outstanding after this offering is completed if all the shares being offered are sold.
Minimum number of units to be sold in this offering
None
Amended Version:
Going Concern
As of December 31, 2022, the Company had an accumulated deficit of $1,454,169.00.00. Management has taken a certain action and continues to implement changes designed to improve the Company’s financial results and operating cash flows. The actions involve certain – growing strategies, including – expansion of the business model into new markets. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations. As a result, the financial statements do n
Show Raw Text
CORRESP
1
filename1.htm
univ_corresp.htm
J. STEPHEN MILLS
Attorney at Law
PO Box 281077
Nashville, TN 37228
315 Deadrick Street
Nashville, TN 37203
615-476-1151
Steve@SteveMillslaw.com
January 25, 2023
Securities and Exchange Commission
Division of Corporate Finance
Office of Trade and Services
Washington, DC 20549
Dear Sir or Madam:
We are submitting this letter on behalf of Universal Systems, Inc. (“UVSS” or “the Company”) in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter on December 16, 2022, relating to the Company’s Registration Statement filed on August 18,2022 and amended on September 12,2022 and November 30, 2022 with the file number 024-11969. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter. We are including as an attachment to this letter a copy of the Registration Statement that has been marked to show changes from the Registration Statement as originally filed.
Amendment No. 2 to Offering Statement on Form 1-A filed November 30, 2022.
General.
We note your response to comment 1, as well as your revised disclosure that "[t]he Company’s purpose is to create, develop, and produce a library of digital media assets." However, we note that your website, digitaldistro.io, indicates that you operate within the space of "Content Acquisition & Distribution" and that you "are a provider of . . . distribution . . . resulting in unique one-of-a-kind Digital Media Experience (DME) powered by blockchain and NFTs." Additionally, we note your press release, dated September 23, 2022, in which your CEO Andrew Lane stated that "[w]e believe that in the 4Q2022, we will be allowing partners, prospects, and clients, to mint and place NFTs on the upcoming proprietary Digital Distro Marketplace." Last, while we note your discussion of your "Memorandum of Understanding with Infinite Auctions, LLC to launch sports memorabilia NFTs" in your revised disclosure, we note that your press release, dated October 4, 2022, discusses a certain Joint Venture and Operating Agreement for revenue distribution and ownership of developed assets," which pertains to the joint launch of an NFT platform. In connection therewith, please:
• Provide a materially complete description of the NFTs related to your business and clarify who creates them;
• Provide a materially complete description of the marketplaces through which the NFTs related to your business are sold.
• Supplementally explain what you mean by the "proprietary Digital Distro Marketplace," and your role and involvement in the operations of this marketplace; Supplementally explain your role in the joint creation of the sports memorabilia platform with Infinite Auctions, LLC, including your continued role in the operation of the platform. Please also indicate how you will generate revenue pursuant to the Joint Venture and Operating Agreement which appears to govern revenue distribution and ownership of developed assets.
Current version:
$7,500,000
$.015 per Unit
100,000,000 Units
Each Unit consisting of 6 Shares of Common Stock and 3 Warrants exercisable at $0.02 per Warrant.
300,000,000 Shares of Common Stock to be issued upon Exercise of Warrants
UNIVERSAL SYSTEMS, INC. (“we” or the “Company”) is offering up to 100,000,000 units at a price of $.015 per unit with each unit consisting of six (6) shares of our common stock, $.001 par value, and three warrants exercisable at $.02 per warrant on a “best efforts” basis, for gross proceeds of up to $1,500,000 before deduction of offering expenses, assuming all shares are sold. 300,000,000 shares of common stock will be issued upon the exercising of the warrants. The minimum investment established for each investor is $1,000.00, unless such minimum is waived by the Company in its sole discretion, which may be done on a case-by-case basis. For more information regarding the securities being offered, see the section entitled “Securities Being Offered” on page 11. There is no minimum aggregate offering amount and no provision to escrow or return investor funds if any minimum number of shares is not sold.
Shares offered by the Company will be sold by our directors and executive officers on a “best efforts” basis. We may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares will be offered on a “best-efforts” basis.
The sale of shares will begin once the offering statement to which this circular relates is qualified by the Securities and Exchange Commission (“SEC”) and will terminate one year thereafter or once all 100,000,000 units are sold, whichever occurs first. We expect the offering to commence on the date on which the offering statement of which this offering circular is a part is qualified by the SEC. Notwithstanding, the Company may extend the offering by an additional 90 days or terminate the offering at any time.
Amended Version:
Page 1
2
UNIVERSAL SYSTEMS, INC.
$450,000
$.015 per Unit
30,000,000 Units
Each Unit consisting of 8 Shares of Common Stock
UNIVERSAL SYSTEMS, INC. (“we” or the “Company”) is offering up to 30,000,000 units at a price of $.015 per unit with each unit consisting of eight (8) shares of our common stock, $.001 par value on a “best efforts” basis, for gross proceeds of up to $450,000 before deduction of offering expenses, assuming all shares are sold. The minimum investment established for each investor is $1,000.00, unless such minimum is waived by the Company in its sole discretion, which may be done on a case-by-case basis. For more information regarding the securities being offered, see the section entitled “Securities Being Offered” on page 11. There is no minimum aggregate offering amount and no provision to escrow or return investor funds if any minimum number of shares is not sold.
Shares offered by the Company will be sold by our directors and executive officers on a “best efforts” basis. We may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares will be offered on a “best-efforts” basis.
The sale of shares will begin once the offering statement to which this circular relates is qualified by the Securities and Exchange Commission (“SEC”) and will terminate one year thereafter or once all 30,000,000 units are sold, whichever occurs first. We expect the offering to commence on the date on which the offering statement of which this offering circular is a part is qualified by the SEC. Notwithstanding, the Company may extend the offering by an additional 90 days or terminate the offering at any time.
Page 2
Current Version:
Total Offered
Price to
public
per unit
or share
Proceeds to Company (1)(2)
Per unit shares of common stock included in the units
300,000,000
$ 0.015
$ 1,500,000.00
Warrants included in the units
300,000,000
Common stock issuable upon exercise of the
Warrants
300,000,000
$ 0.020
$ 6,000,000.00
Total Maximum
$ 7,500,000.00
Amended Version:
Total Offered
Price to
public
per unit
or share
Proceeds to Company (1)(2)
Per unit shares of common stock included in the units
240,000,000
$ 0.001875
$ 450,000.00
Total Maximum
$ 450,000.00
Page 5
Current Version
The Company’s purpose is to create, develop, and produce a library of digital media assets (film, video, music, motion graphics, and artwork) costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The digital media assets can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio, websites and/or the digital media assets are developed and distributed for metaverses, and web3 content channels. The company also provides consulting and digital production services for companies and projects that wish to convert existing content distribution businesses into Web 3 business models of which the Company’s services may include artwork for NFTs, film/video content appropriate for Web3 use, and music production to create Digital Media Experiences that complement, inform, and/or entertain within traditional websites or metaverses. We expect to use all the proceeds from this offering in the development and production of this media content to include motion pictures, musical soundtracks and productions, motion graphics, website development, and artwork. The company also owns and operates www.TheDailyCrypto.io, an online website with daily updates of the blockchain, metaverse, crypto, and regulatory headlines combined with the updates of music, film, sports, and financial markets as these markets are experiencing transformation as the result of the integration of various blockchains and metaverse opportunities.
3
The Company is focused to being a premium creator of digital content that can be used in traditional or advanced web3 distribution channels. We rely on our technology partners to implement, create, and program the technology that distributes the content and media that we develop. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.
Amended Version:
The Company’s purpose is to create, develop, and produce a library of films, videos, and music productions costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The films, videos, and music productions can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio. We expect to use all the proceeds from this offering in the development and production of films, videos, and music productions to include motion pictures, musical soundtracks and productions, motion graphics, website development, and artwork.
The Company is focused to being a premium creator of films, videos, and music productions that can be distributed in traditional channels. We rely on our technology partners to implement, create, and program the technology that distributes the films, videos, and music productions that we develop. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.
Page 6
Current Version
Business Overview
“The Company’s purpose is to create, develop, and produce a library of digital media assets (film, video, music, motion graphics, and artwork) costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The digital media assets can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio, websites and/or the digital media assets are developed and distributed for metaverses, web3 content channels. The company also provides services for companies and projects convert existing content distribution businesses into Web 3 business models of which the Company’s services may include artwork for NFTs, film/video content appropriate for Web3 use, and music production to create Digital Media Experiences that complement, inform, and/or entertain within traditional websites or metaverses. We expect to use all the proceeds from this offering in the development and production of this media content to include film, video, musical soundtracks and productions, motion graphics, website development, and artwork.
The company also owns and operates www.TheDailyCrypto.io, an online website with daily updates of the blockchain, metaverse, crypto, and regulatory headlines combined with the updates of music, film, sports, and financial markets as these markets are experiencing transformation as the result of the integration of various blockchains and metaverse opportunities.
The Company is focused to being a premium creator of digital content i.e., film, video, music that can be used in traditional or advanced web3 distribution channels. The Company is a content developer, and we rely on our technology partners to implement, create, and program the technology that distributes the content. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.”
Amended Version:
The Company’s purpose is to create, develop, and produce a library of films, videos, and music productions costing from $50,000 to $5 million dollars for the entertainment, sports, healthcare, and publishing industries. The films, videos, and music productions can be distributed via traditional distribution channels i.e., movie theatres, cable tv, satellite tv, radio. We expect to use all the proceeds from this offering in the development and production of films, videos, and music productions to include motion pictures, musical soundtracks and productions, motion graphics, website development, and artwork.
The Company is focused to being a premium creator of films, videos, and music productions that can be distributed in traditional channels. We rely on our technology partners to implement, create, and program the technology that distributes the films, videos, and music productions that we develop. We may also create joint ventures to further the potential of revenues through acquisitions and partnerships.
Page 6
Current version:
4
Going Concern
As of June 30, 2022, the Company had an accumulated deficit of $1,454,169.00.00. Management has taken a certain action and continues to implement changes designed to improve the Company’s financial results and operating cash flows. The actions involve certain – growing strategies, including – expansion of the business model into new markets. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations. As a result, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.
Summary of the Offering
Securities Offered
100,000,000 units of shares of common stock, par value $0.001 plus 3 warrants exercisable at $.02 (the “Units”) on a best-efforts basis.
Additional information about the Offering
Shares offered by the Company will be sold by our directors and executive officers. We may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares will be offered on a “best-efforts” basis. Investors may be publicly solicited provided the “blue sky” regulations in the states in which the Company solicits investors allow such solicitation.
Offering price per Unit
$.0015 per common share and $.02 exercise price per warrant
Number of shares outstanding before the offering of common shares
286,049,052 shares of Common Stock as of the date hereof.
Number of shares outstanding after the offering of common shares if all the units being offered are sold
996,049,052 shares of Common Stock will be issued and outstanding after this offering is completed if all the shares being offered are sold.
Minimum number of units to be sold in this offering
None
Amended Version:
Going Concern
As of December 31, 2022, the Company had an accumulated deficit of $1,454,169.00.00. Management has taken a certain action and continues to implement changes designed to improve the Company’s financial results and operating cash flows. The actions involve certain – growing strategies, including – expansion of the business model into new markets. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations. As a result, the financial statements do n