SEC Company Response from Fit For Business International Inc (CIK 0001312623) — Aug 1, 2005
Fit For Business International Inc (CIK 0001312623)
Date: Aug. 1, 2005 · CIK: 0001312623 · Accession: 0001312623-05-000006
AI Filing Summary & Sentiment
File numbers found in text: 333-122176
Letter
August 1, 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 File No. 333-122176
Dear Mr. Ingram:
We have reviewed your July 22, 2005 letter and have the following responses:
General -------
1. We reissue our prior comment 2. Please provide the disclosure required by Item 510 of Regulation S-B; Disclosure of Commission Position on Indemnification for Securities Act Liabilities in the prospectus, We note your supplemental response that the information is located in part 11 of the registration statement; however, this is not part of the prospectus that is delivered to investors.
ANSWER: In Amendment 3 to Form SB-2, the Company has provided the requested disclosure.
Prospectus Cover Page ---------------------
2. We reissue our prior comment 5. Please limit your disclosure to only that information required by Item 501 of Regulation S-B. Specifically, we refer you to the last sentence in the fourth paragraph.
ANSWER: In Amendment 3 to Form SB-2, the company has removed the requested disclosure.
3. We reissue our. prior comment 7. Please disclose whether there are any individual minimum purchase requirements. Refer to here 501(a)(9)(iii) of Regulation S-B.
ANSWER: In Amendment 3 to Form SB-2, the Company has added the requested disclosure.
<PAGE>
4. We reissue our previous comment 8 noting that you twice disclose that the offering is being made on a "self-underwritten, no minimum basis." Revise as appropriate.
ANSWER: In Amendment 3 to Form SB-2, the company has revised the requested disclosure.
5. We reissue our prior continent 10. Please remove the statement that after effectiveness you plan to apply for quotation on the OTC Bulletin Board foam the prospectus cover page.
ANSWER: In Amendment 3 to Form SB-2, the company has removed the requested disclosure.
6. Please update the page number in the cross-reference to the `Risk Factors" section with each amendment, as necessary.
ANSWER: In Amendment 3 to Form SB-2, the company has adjusted the requested information and will do so again if necessary.
Inside Front and Outside Back Cover page ----------------------------------------
7. We reissue our prior comment 13. Please provide the dealer prospectus delivery obligation as required by Item 502(b) of Regulation S-B.
ANSWER: In Amendment 3 to Form SB-2, the Company has added the requested disclosure.
Summary Financial Information, page 7 -------------------------------------
8. The Loss per common share and weighted average number o common. shares outstanding for the years ended June 30, 2004 and 2003 presented in this section do not agree to the amounts disclosed in the financial statements for the years ended June 30, 2004 and 2003. Refer also to our previous comment 85 and revise the document accordingly.
<PAGE>
ANSWER: The loss per common share and weighted average number of common shares outstanding for the years ended June 30, 2004, and 2003, have been corrected in the Summary Financial Information to agree with the amounts disclosed in the audited financial statements.
Risk Factors, page 8 --------------------
9. Please revise risk factor 9 to limit the disclosure in this section. Currently the information in this section is too detailed for the risk factors. More specific disclosure should be relocated to the business section.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
Use of Proceeds, page 15 ------------------------
10. Clarify in the table, if true, that the salaries aspect of working capital will be allocated to salaries of management.
ANSWER: In Amendment No. 3 to Form SB-2, the company has added the words to indicate that working capital will be allocated to salaries of management.
11. Clarify the allocation to cash flow funding.
ANSWER: In Amendment No. 3 to Form SB-2, the company has added an explanation as to what cash flow funding will be used for.
12. We reissue our prior comment 21 Please discuss the allocation of proceeds if your raise less than $350,000.
ANSWER: In Amendment 3 to Form SB-2, the Company has added the requested disclosure.
Management's Discussion and Analysis, page 18 ---------------------------------------------
13. Provide a comparison of the results of operations for the years ended June 30, 2004 and 2003.
<PAGE>
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided the comparison of the results for the financial year ended June 30, 2004 and 2003.
Overview, page 20 -----------------
14. Revise the Overview section to discuss the history of the operating subsidiary prior to the merger, describe how you accounted for the merger and the effect of the merger on the, financial statements.
ANSWER: The Overview has been revised to include additional information pertaining to the history of operating subsidiary prior to the merger, the accounting for the merger, i.e. reverse merger, and its effect on the financial statements.
15. In response to our prior comment 26, we note that you have removed much of the disclosure that was repetitive of the information contained in the business section. You have not, however, addressed in the overview, the events, trends, and uncertainties that management views as most critical to the company's revenues, financial position, liquidity, plan of operations, and results of operations. Revise as appropriate.
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided an explanation of the main trends likely to impact them.
Results of Operations - Period Ended March 31, 2005 Compared to Period Ended -------------------------------------------------------------------------------- March 31,2004 -------------
16. Discuss the reasons for the increase in cost of goods sold and general and administrative expenses. Discuss the amount and reason for the increase in salaries and wages, advertising, training and professional fees.
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided the reasons requested.
Revenues and Cost of Revenue, Page 21 -------------------------------------
17. Revise the first paragraph of this discussion to clarify that the increase in revenue during the period is a result of the license agreement with LR Global.
<PAGE>
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided the clarification requested.
Liquidity and Capital Resources, page 22 ----------------------------------------
18. In the first paragraph of this discussion you state that you. have an accumulated deficit of $115,017. The balance sheet as of March 31, 2005, reflects an accumulated deficit totaling $701,128. Please revise your disclosure so that the amounts disclosed in this section agree to the amounts presented in the financial statements.
ANSWER: The accumulated deficit figure has been corrected to agree with the financial statements as of March 31, 2005.
19. In the second paragraph of this discussion you state that management believes that you have sufficient funds to operate for the next three months. In the following paragraph you state that management believes that you have sufficient funds to continue operations through the end of July 2005. In the fifth paragraph of this disclosure you state that the business needs an additional $80,000 to carry it through to September 2005. Please reconcile these statements and revise the document to present consistent disclosure.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure is consistent.
20. In the fifth paragraph of this discussion, you state that if "we do not raise more than $1.2 million through this prospectus and obtain $180,000 for marketing, promotion, brand campaign costs, we may need to secure additional debt or equity funding to support our marketing and sales strategy in order to secure sufficient sales to become profitable". Revise to clarify the meaning of this sentence and discuss the derivation of the amounts disclosed.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure has been clarified. The derivations of the dollar amounts are based on the Application of proceeds as disclosed previously in the instance where a Net Raise of $1,200,000 is achieved.
21. We reissue our prior comment 31. Given your current cash position, explain how you intend to pay the costs associated with this offering. Please provide greater detail regarding the agreements you have entered into and the contracts you expect to execute in The near future. We may have further comment.
ANSWER: In Amendment 3 to From SB-2, the company has made the requested changes.
<PAGE>
22. Update your disclosure as appropriate, Refer to the statement on page 23 where you disclose that management believes that you have sufficient funds to continue operations through July 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure has been updated and is consistent.
23. Explain the purpose of the trustee position held by LR Global. In doing so, explain the purpose for the establishment of the Fit for Business Australia/New Zealand Trust. We may have further comment.
ANSWER: The Trust was established by LR Global for their own purposes, a vehicle with which to run their licensee program from. This Trust has no relation to Fit For Business' Corporate structure. The company has filed as an exhibit evidencing this.
24. Please explain the reference to $180,000 for marketing, promotion and brand campaign. in the third paragraph on page 23. Also, please reconcile with the reference to $80,000 -needed to sustain, your business through September 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure has been updated as requested in comment 20. As indicated the $180,000 is what has been estimated as being required to undertake marketing, promotion and brand campaign in support of our sales strategy. The reference to $80,000 to sustain the business through to September 2005 is the minimum amount that we require to keep the business operating with only our current staff working on sales only and with no other expenditure being incurred at all - thus only funding minimal working capital. Thus no further work being undertaken on projects such as Purchase of Computer Software and Systems Hardware for Call Center or website Design and Enhancement or Production - Multi Media Training programs, or marketing, Promotion Literature and Brand Campaign Costs, or International market development.
25. We note the disclosure on page 23 that you will need to obtain additional financing if you are unable to raise' at least $1.2 million in this offering. Discuss how your business would be impacted if you are unable to raise the $1.2 million in this offering or from other sources.
ANSWER: In Amendment 3 to Form SB-2, the company has made the requested disclosure.
<PAGE>
26. We note the statement on page 23 that if you are unable to raise money to pay the offering expenses, you. intend to fund these costs through the issuance of promissory notes to Fort Street Equity. Please disclose whether Fort Street Equity has agreed to provide such funding. If so, state the terms of the agreement and file as an exhibit, We may have further comment.
ANSWER: In Amendment No. 3 to Form SB-2, the company has made the disclosure that Fort Street has provided $60,000 via 2 promissory notes and filed the notes as an exhibit.
Plan Of Operations, page 24 ---------------------------
27. We note that the content of the June 2005 plan of operations included in the previously filed Form SB-2 is now disclosed as the September 2005 plan of operations in the currently amended Form. Also, the content of the September 2005 plan of operations is now disclosed as the December 2005 plan of operation. Please explain to us and revise to disclose why the plan of operations has been delayed by three months.
ANSWER: In Amendment No. 3 to Form SB-2, the company has made the required disclosure. The reason that the plan has been delayed is that we anticipated that we would have gone effective and would have raised sufficient funds to pursue the plan of operations as outlined previously. As the company has not gone effective and been able to raise the funds the company has not been able to pursue the plan of operations as anticipated. The company has disclosed the anticipated expenditure on a quarterly basis to pursue the plan of operation in each quarter.
28. Update the disclosure in this section as appropriate. Disclosure in the first sentence references March 31, 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
29. Expand your disclosure, as appropriate, as it pertains to the information relating to your "methods of achieving objectives." To this extent, we reissue our prior comment 37. Please provide as much disclosure as necessary so that a potential investor may understand the specific activities and costs associated with the achievement of sustained revenues. Currently, you merely identify the individuals or entities who will participate in the achievement of your objectives.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
<PAGE>
30. Update the disclosure relating to your TV pilot program as appropriate. Currently, we note references to dates that have since passed, e.g., May 29, 2005 and June 13, 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
31. Please provide reasonable basis for your revenue projections. Refer to Item 10(d)(1) of Regulation S-B. Revise to provide the basis for or delete the assumptions and projected amounts. The discussion of management's plans and strategy is encouraged.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure and deleted the reference.
32. Please explain the references to South Korea at the top of page 29, when discussing plans to commence business in Japan by March 2006. Also, please explain this disclosure in light of the plans regarding commencing business in Japan in September 2005, as discussed on page 27.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
33. Throughout the plan of operations you discuss the assistance you are receiving from Insource Pty Ltd. Revise to discuss the nature of your agreement with Insource Pty. Ltd and any material terms.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the dis
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 1, 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
File No. 333-122176
Dear Mr. Ingram:
We have reviewed your July 22, 2005 letter and have the following responses:
General
-------
1. We reissue our prior comment 2. Please provide the disclosure required by
Item 510 of Regulation S-B; Disclosure of Commission Position on
Indemnification for Securities Act Liabilities in the prospectus, We note
your supplemental response that the information is located in part 11 of
the registration statement; however, this is not part of the prospectus
that is delivered to investors.
ANSWER: In Amendment 3 to Form SB-2, the Company has provided the requested
disclosure.
Prospectus Cover Page
---------------------
2. We reissue our prior comment 5. Please limit your disclosure to only that
information required by Item 501 of Regulation S-B. Specifically, we
refer you to the last sentence in the fourth paragraph.
ANSWER: In Amendment 3 to Form SB-2, the company has removed the requested
disclosure.
3. We reissue our. prior comment 7. Please disclose whether there are any
individual minimum purchase requirements. Refer to here 501(a)(9)(iii) of
Regulation S-B.
ANSWER: In Amendment 3 to Form SB-2, the Company has added the requested
disclosure.
<PAGE>
4. We reissue our previous comment 8 noting that you twice disclose that the
offering is being made on a "self-underwritten, no minimum basis." Revise
as appropriate.
ANSWER: In Amendment 3 to Form SB-2, the company has revised the requested
disclosure.
5. We reissue our prior continent 10. Please remove the statement that after
effectiveness you plan to apply for quotation on the OTC Bulletin Board
foam the prospectus cover page.
ANSWER: In Amendment 3 to Form SB-2, the company has removed the requested
disclosure.
6. Please update the page number in the cross-reference to the `Risk
Factors" section with each amendment, as necessary.
ANSWER: In Amendment 3 to Form SB-2, the company has adjusted the requested
information and will do so again if necessary.
Inside Front and Outside Back Cover page
----------------------------------------
7. We reissue our prior comment 13. Please provide the dealer prospectus
delivery obligation as required by Item 502(b) of Regulation S-B.
ANSWER: In Amendment 3 to Form SB-2, the Company has added the requested
disclosure.
Summary Financial Information, page 7
-------------------------------------
8. The Loss per common share and weighted average number o common. shares
outstanding for the years ended June 30, 2004 and 2003 presented in this
section do not agree to the amounts disclosed in the financial statements
for the years ended June 30, 2004 and 2003. Refer also to our previous
comment 85 and revise the document accordingly.
<PAGE>
ANSWER: The loss per common share and weighted average number of common shares
outstanding for the years ended June 30, 2004, and 2003, have been corrected in
the Summary Financial Information to agree with the amounts disclosed in the
audited financial statements.
Risk Factors, page 8
--------------------
9. Please revise risk factor 9 to limit the disclosure in this section.
Currently the information in this section is too detailed for the risk
factors. More specific disclosure should be relocated to the business
section.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
Use of Proceeds, page 15
------------------------
10. Clarify in the table, if true, that the salaries aspect of working
capital will be allocated to salaries of management.
ANSWER: In Amendment No. 3 to Form SB-2, the company has added the words to
indicate that working capital will be allocated to salaries of management.
11. Clarify the allocation to cash flow funding.
ANSWER: In Amendment No. 3 to Form SB-2, the company has added an explanation as
to what cash flow funding will be used for.
12. We reissue our prior comment 21 Please discuss the allocation of proceeds
if your raise less than $350,000.
ANSWER: In Amendment 3 to Form SB-2, the Company has added the requested
disclosure.
Management's Discussion and Analysis, page 18
---------------------------------------------
13. Provide a comparison of the results of operations for the years ended
June 30, 2004 and 2003.
<PAGE>
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided the comparison
of the results for the financial year ended June 30, 2004 and 2003.
Overview, page 20
-----------------
14. Revise the Overview section to discuss the history of the operating
subsidiary prior to the merger, describe how you accounted for the merger
and the effect of the merger on the, financial statements.
ANSWER: The Overview has been revised to include additional information
pertaining to the history of operating subsidiary prior to the merger, the
accounting for the merger, i.e. reverse merger, and its effect on the financial
statements.
15. In response to our prior comment 26, we note that you have removed much
of the disclosure that was repetitive of the information contained in the
business section. You have not, however, addressed in the overview, the
events, trends, and uncertainties that management views as most critical
to the company's revenues, financial position, liquidity, plan of
operations, and results of operations. Revise as appropriate.
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided an explanation
of the main trends likely to impact them.
Results of Operations - Period Ended March 31, 2005 Compared to Period Ended
--------------------------------------------------------------------------------
March 31,2004
-------------
16. Discuss the reasons for the increase in cost of goods sold and general
and administrative expenses. Discuss the amount and reason for the
increase in salaries and wages, advertising, training and professional
fees.
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided the reasons
requested.
Revenues and Cost of Revenue, Page 21
-------------------------------------
17. Revise the first paragraph of this discussion to clarify that the
increase in revenue during the period is a result of the license
agreement with LR Global.
<PAGE>
ANSWER: In Amendment No. 3 to Form SB-2, the company has provided the
clarification requested.
Liquidity and Capital Resources, page 22
----------------------------------------
18. In the first paragraph of this discussion you state that you. have an
accumulated deficit of $115,017. The balance sheet as of March 31, 2005,
reflects an accumulated deficit totaling $701,128. Please revise your
disclosure so that the amounts disclosed in this section agree to the
amounts presented in the financial statements.
ANSWER: The accumulated deficit figure has been corrected to agree with the
financial statements as of March 31, 2005.
19. In the second paragraph of this discussion you state that management
believes that you have sufficient funds to operate for the next three
months. In the following paragraph you state that management believes
that you have sufficient funds to continue operations through the end of
July 2005. In the fifth paragraph of this disclosure you state that the
business needs an additional $80,000 to carry it through to September
2005. Please reconcile these statements and revise the document to
present consistent disclosure.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure
is consistent.
20. In the fifth paragraph of this discussion, you state that if "we do not
raise more than $1.2 million through this prospectus and obtain $180,000
for marketing, promotion, brand campaign costs, we may need to secure
additional debt or equity funding to support our marketing and sales
strategy in order to secure sufficient sales to become profitable".
Revise to clarify the meaning of this sentence and discuss the derivation
of the amounts disclosed.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure
has been clarified. The derivations of the dollar amounts are based on the
Application of proceeds as disclosed previously in the instance where a Net
Raise of $1,200,000 is achieved.
21. We reissue our prior comment 31. Given your current cash position,
explain how you intend to pay the costs associated with this offering.
Please provide greater detail regarding the agreements you have entered
into and the contracts you expect to execute in The near future. We may
have further comment.
ANSWER: In Amendment 3 to From SB-2, the company has made the requested changes.
<PAGE>
22. Update your disclosure as appropriate, Refer to the statement on page 23
where you disclose that management believes that you have sufficient
funds to continue operations through July 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure
has been updated and is consistent.
23. Explain the purpose of the trustee position held by LR Global. In doing
so, explain the purpose for the establishment of the Fit for Business
Australia/New Zealand Trust. We may have further comment.
ANSWER: The Trust was established by LR Global for their own purposes, a vehicle
with which to run their licensee program from. This Trust has no relation to Fit
For Business' Corporate structure. The company has filed as an exhibit
evidencing this.
24. Please explain the reference to $180,000 for marketing, promotion and
brand campaign. in the third paragraph on page 23. Also, please reconcile
with the reference to $80,000 -needed to sustain, your business through
September 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has ensured the disclosure
has been updated as requested in comment 20. As indicated the $180,000 is what
has been estimated as being required to undertake marketing, promotion and brand
campaign in support of our sales strategy. The reference to $80,000 to sustain
the business through to September 2005 is the minimum amount that we require to
keep the business operating with only our current staff working on sales only
and with no other expenditure being incurred at all - thus only funding minimal
working capital. Thus no further work being undertaken on projects such as
Purchase of Computer Software and Systems Hardware for Call Center or website
Design and Enhancement or Production - Multi Media Training programs, or
marketing, Promotion Literature and Brand Campaign Costs, or International
market development.
25. We note the disclosure on page 23 that you will need to obtain additional
financing if you are unable to raise' at least $1.2 million in this
offering. Discuss how your business would be impacted if you are unable
to raise the $1.2 million in this offering or from other sources.
ANSWER: In Amendment 3 to Form SB-2, the company has made the requested
disclosure.
<PAGE>
26. We note the statement on page 23 that if you are unable to raise money to
pay the offering expenses, you. intend to fund these costs through the
issuance of promissory notes to Fort Street Equity. Please disclose
whether Fort Street Equity has agreed to provide such funding. If so,
state the terms of the agreement and file as an exhibit, We may have
further comment.
ANSWER: In Amendment No. 3 to Form SB-2, the company has made the disclosure
that Fort Street has provided $60,000 via 2 promissory notes and filed the notes
as an exhibit.
Plan Of Operations, page 24
---------------------------
27. We note that the content of the June 2005 plan of operations included in
the previously filed Form SB-2 is now disclosed as the September 2005
plan of operations in the currently amended Form. Also, the content of
the September 2005 plan of operations is now disclosed as the December
2005 plan of operation. Please explain to us and revise to disclose why
the plan of operations has been delayed by three months.
ANSWER: In Amendment No. 3 to Form SB-2, the company has made the required
disclosure. The reason that the plan has been delayed is that we anticipated
that we would have gone effective and would have raised sufficient funds to
pursue the plan of operations as outlined previously. As the company has not
gone effective and been able to raise the funds the company has not been able to
pursue the plan of operations as anticipated. The company has disclosed the
anticipated expenditure on a quarterly basis to pursue the plan of operation in
each quarter.
28. Update the disclosure in this section as appropriate. Disclosure in the
first sentence references March 31, 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
29. Expand your disclosure, as appropriate, as it pertains to the information
relating to your "methods of achieving objectives." To this extent, we
reissue our prior comment 37. Please provide as much disclosure as
necessary so that a potential investor may understand the specific
activities and costs associated with the achievement of sustained
revenues. Currently, you merely identify the individuals or entities who
will participate in the achievement of your objectives.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
<PAGE>
30. Update the disclosure relating to your TV pilot program as appropriate.
Currently, we note references to dates that have since passed, e.g., May
29, 2005 and June 13, 2005.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
31. Please provide reasonable basis for your revenue projections. Refer to
Item 10(d)(1) of Regulation S-B. Revise to provide the basis for or
delete the assumptions and projected amounts. The discussion of
management's plans and strategy is encouraged.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure
and deleted the reference.
32. Please explain the references to South Korea at the top of page 29, when
discussing plans to commence business in Japan by March 2006. Also,
please explain this disclosure in light of the plans regarding commencing
business in Japan in September 2005, as discussed on page 27.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the disclosure.
33. Throughout the plan of operations you discuss the assistance you are
receiving from Insource Pty Ltd. Revise to discuss the nature of your
agreement with Insource Pty. Ltd and any material terms.
ANSWER: In Amendment No. 3 to Form SB-2, the company has updated the dis