SEC Company Response from Fit For Business International Inc (CIK 0001312623) — May 4, 2005
Fit For Business International Inc (CIK 0001312623)
Date: May 4, 2005 · CIK: 0001312623 · Accession: 0001312623-05-000002
AI Filing Summary & Sentiment
File numbers found in text: 333-123176
Referenced dates: June 7, 1999
Letter
May 4, 2005 Jay Ingram, Esq. United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549
RE: Fit For Business International, Inc. ("FFB") Registration Statement on Form SB-2 Filed: March 7, 2005 File No. 333-123176
Dear Mr. Ingram:
We have reviewed your April 6, 2005 letter and have the following responses:
General -------
1. We note that your registration statement registers the resale of up to 2,870,000 shares of common stock by selling shareholders. We also note that there is currently no market for your common shares. Given this, please revise your prospectus cover page, the risk factors section, and the plan of distribution section to provide that selling security holders will sell at a stated, fixed price until the securities are quoted on the OTC Bulletin Board and, thereafter, the selling security holders may sell at prevailing market prices or privately negotiated prices. See Item 16 of Schedule A to the Securities Act of 1933. Recalculate your registration fee, if necessary, based upon this offering price.
ANSWER: In Amendment No. 1 to Form SB-2, we have made the requested changes on the prospectus cover page and plan of distribution, added a risk factor and plan of distribution. Based on our revisions, there was no need to recalculate the registration fee.
2. We note the registration of 2,000,000 shares of common stock to be issued "in connection with the conversion of options issued to Fort Street Equity." You are reminded that it is the position of the staff that the securities underlying securities that were sold privately must also be converted privately pursuant to an exemption from registration. They are part of the same transaction. Only the resales of the underlying securities may be registered by this registration statement and the exercise or conversion transaction between the selling shareholders and the company remains private, subject to the limitations of available exemptions. Please revise disclosure throughout the prospectus accordingly.
ANSWER: In Amendment No. 1 to Form SB-2, we have made the requested changes to indicate that FFB is registering the resale of the shares underlying the conversion of options.
<PAGE>
3. Revise your disclosure referencing your intent to have the company's securities listed on the OTC Bulletin Board to clarify that there is no assurance that such securities will be listed for trading on the OTC Bulletin Board.
ANSWER: In Amendment No. 1 to Form SB-2, we have revised our disclosure to clarify that there is no assurance that FFB's securities will be quoted on the OTC Bulletin Board.
4. Please provide the disclosure required by Item 510 of Regulation S-B, Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
ANSWER: The original filed SB-2 registration statement contained the information required by this question in Item 24 (Commission's position on indemnification) and Item 28 (B) (undertaking in the first sentence of Item 512(e)).
Prospectus Cover Page ---------------------
5. Please limit your disclosure on the cover page to that information required by Item 501 of Regulation S-B. For example, consider removing the reference to the state of incorporation, the par value of the common stock, and the information contained in the third paragraph. Since the information in the third paragraph will be addressed later in the prospectus, you do not need to include this disclosure on the cover page. Also, please remove all parenthetically defined terms such as "the Company," "the Offering," and "the Initial Offering Period." The use of these defined terms inhibits the readability of the cover page.
ANSWER: In Amendment No. 1 to Form SB-2, we have made revisions to limit our disclosure on the cover page.
6. Please limit the outside front cover of the prospectus to one page. Refer to Item 501(a) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have limited the front cover of the prospectus to one page.
7. Please disclose the type of offering by the company. For instance, is this a self underwritten no minimum, minimum-maximum or all-or-none? Also, please disclose whether there are any minimum purchase requirements and whether or not there are any arrangements to place the funds in an escrow, trust or similar account, as required by Item 501(a)(9)(iii) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have included language stating that the offering is a self underwritten, no minimum offering and that there is no requirement to place any proceeds in escrow.
8. Clarify what you mean when you disclose that the company's shares "are not listed on any recognized exchange."
<PAGE>
ANSWER: In Amendment No. 1 to Form SB-2, we have deleted the word "recognized" and added the word "stock."
9. Revise your cross-reference to the risk factors section by including a page number where the risk factors section appears in the prospectus. See Item 501(a)(5) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have added a cross reference page number.
10. Please provide the disclosure required by Item 501(a)(9)(iv) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have provided the required disclosure.
11. We do not understand the following disclosure: "This registration statement will be amended and completed from time to time, as necessary." Supplementally advise.
ANSWER: In Amendment No. 1 to Form SB-2, this statement has been deleted.
Inside Front and Outside Back Cover Page ----------------------------------------
12. Please provide the dealer prospectus delivery obligation as required by Item 502(b) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have provided the dealer prospectus delivery obligation.
Prospectus Summary ------------------
13. Please add summary financial data.
ANSWER: In Amendment No. 1 to Form SB-2, we have added a summary financial data table.
14. Please add disclosure addressing the company's going concern qualification.
ANSWER: In Amendment No. 1 to Form SB-2, we have added disclosure regarding the company's going concern qualification.
About Us --------
15. Clarify your disclosure in this section regarding the corporate history of the registrant. For example, when addressing the acquisition of all of the issued and outstanding shares of Fit For Business (Australia) Pty Limited, consider disclosing that Mark A. Poulsen and Mark Poulsen & Associates Pty. Ltd were, as it
<PAGE>
currently appears, 100% owners of Fit For Business (Australia). Also, in the second paragraph, explain your use of the term "wholly owned subsidiary" as it relates to the reverse merger. Revise similar disclosure in the "Business" section. Are your operations conducted through your subsidiary? If so, please make this explicit.
ANSWER: In Amendment No. 1 to Form SB-2, we have made the requested disclosures.
Securities Offered By Us ------------------------
16. Please add disclosure addressing the nature of the secondary offerings.
ANSWER: In Amendment No. 1 to Form SB-2, we have added the requested disclosure.
17. Please explain the statement on page 8 that "you will be purchasing our shares from us and not our selling security holders." This registration statement includes the resale of the selling security holders.
ANSWER: This statement has been deleted. This statement was included to disclose that purchasers of the 1,500,000 shares offered were receiving the shares from us and not from the shares being offered by the selling security holders.
Risk Factors ------------
18. Please add an introductory paragraph that states all "material" risks are disclosed in this section.
ANSWER: In Amendment No. 1 to Form SB-2, we have added such disclosure.
19. Revise your risk factor subheadings to ensure that your subheadings clearly reflect the material risk enclosed in the narrative. For example, the subheading for risk factor 4 merely states the fact your business is subject to extensive government regulation. Please revise your subheadings so that they adequately describe the specific risk that results from the stated fact. To assist you in this regard, we refer you to " Plain English Handbook-How to Create Clear SEC Disclosure Documents," issued by the Office of Investor Education and Assistance, which is available on our website at www.sec.gov , and the updated version of Staff Legal Bulletin No. 7, dated June 7, 1999.
ANSWER: In Amendment No.1 to Form SB-2, we have revised the risk factor headings.
20. In the first risk factor, disclose the circumstances under which the stated risk could materialize. For example, describe the circumstances under which the company will lose these key personnel. Also, explain why these persons are "essential" to your operations and growth. What are the roles and responsibilities of these individuals?
ANSWER: In Amendment No.1 to Form SB-2, we have revised the first risk factor accordingly.
<PAGE>
21. Please avoid generic conclusion you reach in many of your risk factors that the risk could negatively impact or have an adverse effect on your business or your business could suffer negative consequences. Instead, replace this language with specific disclosure of how your business and operations would be affected.
ANSWER: In Amendment No.1 to Form SB-2, we have revised certain risk factors accordingly.
22. Consider combining the fourth and fifth risk factor, as they both focus on the governmental regulations regarding your business and Herbalife.
ANSWER: In Amendment No.1 to Form SB-2, we have combined the fourth and fifth risk factor.
23. Please remove risk factors six and nine, as they are generic risks.
ANSWER: In Amendment No.1 to Form SB-2, we have removed risk factors six and nine.
24. Please add risk factors discussing dilution to investors in this offering, risks associated with doing business in a foreign country, currency fluctuations, and the going concern raised by the independent auditors.
ANSWER: In Amendment No.1 to Form SB-2, we have added risk factors as follows: dilution to investors in this offering, risks associated with doing business in a foreign country, currency fluctuations, and the going concern raised by the independent auditors.
Use of Proceeds ---------------
25. To the extent practicable, please provide more specific disclosure regarding the allocation of the use of proceeds. For each enumerated use, add disclosure discussing the items that comprise each use. We specifically refer you to the Multi Media Training Programs; Marketing, Promotion Literature and Brand Campaign Costs; International Market Development. Currently, the disclosure is vague. Also, provide more specificity concerning the amount allocated to working capital.
ANSWER: In Amendment No.1 to Form SB-2, we have added specific disclosure regarding the allocation of the use of proceeds.
26. We note your statement that the "[t]he net proceeds may be reallocated among the categories set forth above or otherwise depending upon the state of our business operations and other factors, many of which are beyond our control." Be advised that you may change the use of proceeds provided such reservation is due to certain contingencies that are specifically discussed and the alternatives to such use are indicated. Refer to Instruction 7 to Item 504 of Regulation S-K for guidance. Please revise your disclosure accordingly.
<PAGE>
ANSWER: In Amendment No.1 to Form SB-2, we have deleted this sentence.
27. Please discuss the allocation of proceeds if you raise less than $1 million.
ANSWER: In Amendment No.1 to Form SB-2, we have added a section on a net raise of $700,000.
28. State whether any of the proceeds will be used to compensate officers and directors. We note the reference to allocation of working capital to salaries. If so, please name the officer or director and state the amount so allocated.
ANSWER: In Amendment No.1 to Form SB-2, we have added information on the compensation to officers and directors.
29. Reconcile the disclosure regarding how long the maximum offering will sustain your business. You refer in this section to both 12 and 18 months.
ANSWER: In Amendment No.1 to Form SB-2, we have added language stating that the maximum offering of $4,400,000 will sustain FFB for 18 months. We also have language stating that a raise of $1,000,000 will sustain FFB for 12 months.
Management's Discussion and Analysis General
30. The disclosure in the last sentence of the first paragraph is repetitive. Revise as appropriate.
ANSWER: In Amendment No.1 to Form SB-2, we have deleted this sentence.
31. The disclosure in the second paragraph is confusing. For example, we do not understand that statement that you "believe that the effect implementation of our business plan will result in our position as a provider of wellness programs to the business..." Please revise.
ANSWER: In Amendment No.1 to Form SB-2, we have revised the disclosure in the second paragraph.
Results of Operations and Liquidity and Capital Resources ---------------------------------------------------------
32. Please explain the statement that you have conducted operations since 1998 when your business was not incorporated until 2001. Please include disclosure required by Item 101(a) of Regulation S-B r
Show Raw Text
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<TEXT>
May 4, 2005
Jay Ingram, Esq.
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Fit For Business International, Inc. ("FFB")
Registration Statement on Form SB-2
Filed: March 7, 2005
File No. 333-123176
Dear Mr. Ingram:
We have reviewed your April 6, 2005 letter and have the following responses:
General
-------
1. We note that your registration statement registers the resale of
up to 2,870,000 shares of common stock by selling shareholders. We
also note that there is currently no market for your common
shares. Given this, please revise your prospectus cover page, the
risk factors section, and the plan of distribution section to
provide that selling security holders will sell at a stated, fixed
price until the securities are quoted on the OTC Bulletin Board
and, thereafter, the selling security holders may sell at
prevailing market prices or privately negotiated prices. See Item
16 of Schedule A to the Securities Act of 1933. Recalculate your
registration fee, if necessary, based upon this offering price.
ANSWER: In Amendment No. 1 to Form SB-2, we have made the requested changes on
the prospectus cover page and plan of distribution, added a risk factor and plan
of distribution. Based on our revisions, there was no need to recalculate the
registration fee.
2. We note the registration of 2,000,000 shares of common stock to be
issued "in connection with the conversion of options issued to
Fort Street Equity." You are reminded that it is the position of
the staff that the securities underlying securities that were sold
privately must also be converted privately pursuant to an
exemption from registration. They are part of the same
transaction. Only the resales of the underlying securities may be
registered by this registration statement and the exercise or
conversion transaction between the selling shareholders and the
company remains private, subject to the limitations of available
exemptions. Please revise disclosure throughout the prospectus
accordingly.
ANSWER: In Amendment No. 1 to Form SB-2, we have made the requested changes to
indicate that FFB is registering the resale of the shares underlying the
conversion of options.
<PAGE>
3. Revise your disclosure referencing your intent to have the
company's securities listed on the OTC Bulletin Board to clarify
that there is no assurance that such securities will be listed for
trading on the OTC Bulletin Board.
ANSWER: In Amendment No. 1 to Form SB-2, we have revised our disclosure to
clarify that there is no assurance that FFB's securities will be quoted on the
OTC Bulletin Board.
4. Please provide the disclosure required by Item 510 of Regulation
S-B, Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
ANSWER: The original filed SB-2 registration statement contained the information
required by this question in Item 24 (Commission's position on indemnification)
and Item 28 (B) (undertaking in the first sentence of Item 512(e)).
Prospectus Cover Page
---------------------
5. Please limit your disclosure on the cover page to that information
required by Item 501 of Regulation S-B. For example, consider
removing the reference to the state of incorporation, the par
value of the common stock, and the information contained in the
third paragraph. Since the information in the third paragraph will
be addressed later in the prospectus, you do not need to include
this disclosure on the cover page. Also, please remove all
parenthetically defined terms such as "the Company," "the
Offering," and "the Initial Offering Period." The use of these
defined terms inhibits the readability of the cover page.
ANSWER: In Amendment No. 1 to Form SB-2, we have made revisions to limit our
disclosure on the cover page.
6. Please limit the outside front cover of the prospectus to one
page. Refer to Item 501(a) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have limited the front cover of the
prospectus to one page.
7. Please disclose the type of offering by the company. For instance,
is this a self underwritten no minimum, minimum-maximum or
all-or-none? Also, please disclose whether there are any minimum
purchase requirements and whether or not there are any
arrangements to place the funds in an escrow, trust or similar
account, as required by Item 501(a)(9)(iii) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have included language stating that
the offering is a self underwritten, no minimum offering and that there is no
requirement to place any proceeds in escrow.
8. Clarify what you mean when you disclose that the company's shares
"are not listed on any recognized exchange."
<PAGE>
ANSWER: In Amendment No. 1 to Form SB-2, we have deleted the word "recognized"
and added the word "stock."
9. Revise your cross-reference to the risk factors section by
including a page number where the risk factors section appears in
the prospectus. See Item 501(a)(5) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have added a cross reference page
number.
10. Please provide the disclosure required by Item 501(a)(9)(iv) of
Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have provided the required
disclosure.
11. We do not understand the following disclosure: "This registration
statement will be amended and completed from time to time, as
necessary." Supplementally advise.
ANSWER: In Amendment No. 1 to Form SB-2, this statement has been deleted.
Inside Front and Outside Back Cover Page
----------------------------------------
12. Please provide the dealer prospectus delivery obligation as
required by Item 502(b) of Regulation S-B.
ANSWER: In Amendment No. 1 to Form SB-2, we have provided the dealer prospectus
delivery obligation.
Prospectus Summary
------------------
13. Please add summary financial data.
ANSWER: In Amendment No. 1 to Form SB-2, we have added a summary financial data
table.
14. Please add disclosure addressing the company's going concern
qualification.
ANSWER: In Amendment No. 1 to Form SB-2, we have added disclosure regarding the
company's going concern qualification.
About Us
--------
15. Clarify your disclosure in this section regarding the corporate
history of the registrant. For example, when addressing the
acquisition of all of the issued and outstanding shares of Fit For
Business (Australia) Pty Limited, consider disclosing that Mark A.
Poulsen and Mark Poulsen & Associates Pty. Ltd were, as it
<PAGE>
currently appears, 100% owners of Fit For Business (Australia).
Also, in the second paragraph, explain your use of the term
"wholly owned subsidiary" as it relates to the reverse merger.
Revise similar disclosure in the "Business" section. Are your
operations conducted through your subsidiary? If so, please make
this explicit.
ANSWER: In Amendment No. 1 to Form SB-2, we have made the requested disclosures.
Securities Offered By Us
------------------------
16. Please add disclosure addressing the nature of the secondary
offerings.
ANSWER: In Amendment No. 1 to Form SB-2, we have added the requested disclosure.
17. Please explain the statement on page 8 that "you will be
purchasing our shares from us and not our selling security
holders." This registration statement includes the resale of the
selling security holders.
ANSWER: This statement has been deleted. This statement was included to disclose
that purchasers of the 1,500,000 shares offered were receiving the shares from
us and not from the shares being offered by the selling security holders.
Risk Factors
------------
18. Please add an introductory paragraph that states all "material"
risks are disclosed in this section.
ANSWER: In Amendment No. 1 to Form SB-2, we have added such disclosure.
19. Revise your risk factor subheadings to ensure that your
subheadings clearly reflect the material risk enclosed in the
narrative. For example, the subheading for risk factor 4 merely
states the fact your business is subject to extensive government
regulation. Please revise your subheadings so that they adequately
describe the specific risk that results from the stated fact. To
assist you in this regard, we refer you to " Plain English
Handbook-How to Create Clear SEC Disclosure Documents," issued by
the Office of Investor Education and Assistance, which is
available on our website at www.sec.gov , and the updated version
of Staff Legal Bulletin No. 7, dated June 7, 1999.
ANSWER: In Amendment No.1 to Form SB-2, we have revised the risk factor
headings.
20. In the first risk factor, disclose the circumstances under which
the stated risk could materialize. For example, describe the
circumstances under which the company will lose these key
personnel. Also, explain why these persons are "essential" to your
operations and growth. What are the roles and responsibilities of
these individuals?
ANSWER: In Amendment No.1 to Form SB-2, we have revised the first risk factor
accordingly.
<PAGE>
21. Please avoid generic conclusion you reach in many of your risk
factors that the risk could negatively impact or have an adverse
effect on your business or your business could suffer negative
consequences. Instead, replace this language with specific
disclosure of how your business and operations would be affected.
ANSWER: In Amendment No.1 to Form SB-2, we have revised certain risk factors
accordingly.
22. Consider combining the fourth and fifth risk factor, as they both
focus on the governmental regulations regarding your business and
Herbalife.
ANSWER: In Amendment No.1 to Form SB-2, we have combined the fourth and fifth
risk factor.
23. Please remove risk factors six and nine, as they are generic
risks.
ANSWER: In Amendment No.1 to Form SB-2, we have removed risk factors six and
nine.
24. Please add risk factors discussing dilution to investors in this
offering, risks associated with doing business in a foreign
country, currency fluctuations, and the going concern raised by
the independent auditors.
ANSWER: In Amendment No.1 to Form SB-2, we have added risk factors as follows:
dilution to investors in this offering, risks associated with doing business in
a foreign country, currency fluctuations, and the going concern raised by the
independent auditors.
Use of Proceeds
---------------
25. To the extent practicable, please provide more specific disclosure
regarding the allocation of the use of proceeds. For each
enumerated use, add disclosure discussing the items that comprise
each use. We specifically refer you to the Multi Media Training
Programs; Marketing, Promotion Literature and Brand Campaign
Costs; International Market Development. Currently, the disclosure
is vague. Also, provide more specificity concerning the amount
allocated to working capital.
ANSWER: In Amendment No.1 to Form SB-2, we have added specific disclosure
regarding the allocation of the use of proceeds.
26. We note your statement that the "[t]he net proceeds may be
reallocated among the categories set forth above or otherwise
depending upon the state of our business operations and other
factors, many of which are beyond our control." Be advised that
you may change the use of proceeds provided such reservation is
due to certain contingencies that are specifically discussed and
the alternatives to such use are indicated. Refer to Instruction 7
to Item 504 of Regulation S-K for guidance. Please revise your
disclosure accordingly.
<PAGE>
ANSWER: In Amendment No.1 to Form SB-2, we have deleted this sentence.
27. Please discuss the allocation of proceeds if you raise less than
$1 million.
ANSWER: In Amendment No.1 to Form SB-2, we have added a section on a net raise
of $700,000.
28. State whether any of the proceeds will be used to compensate
officers and directors. We note the reference to allocation of
working capital to salaries. If so, please name the officer or
director and state the amount so allocated.
ANSWER: In Amendment No.1 to Form SB-2, we have added information on the
compensation to officers and directors.
29. Reconcile the disclosure regarding how long the maximum offering
will sustain your business. You refer in this section to both 12
and 18 months.
ANSWER: In Amendment No.1 to Form SB-2, we have added language stating that the
maximum offering of $4,400,000 will sustain FFB for 18 months. We also have
language stating that a raise of $1,000,000 will sustain FFB for 12 months.
Management's Discussion and Analysis
General
30. The disclosure in the last sentence of the first paragraph is
repetitive. Revise as appropriate.
ANSWER: In Amendment No.1 to Form SB-2, we have deleted this sentence.
31. The disclosure in the second paragraph is confusing. For example,
we do not understand that statement that you "believe that the
effect implementation of our business plan will result in our
position as a provider of wellness programs to the business..."
Please revise.
ANSWER: In Amendment No.1 to Form SB-2, we have revised the disclosure in the
second paragraph.
Results of Operations and Liquidity and Capital Resources
---------------------------------------------------------
32. Please explain the statement that you have conducted operations
since 1998 when your business was not incorporated until 2001.
Please include disclosure required by Item 101(a) of Regulation
S-B r