Correspondence 0001903596-24-000073 from CAM GROUP, INC. (CAMG) (CIK 0001419559) (CAMG)
CAM GROUP, INC. (CAMG) (CIK 0001419559)
Date: Feb. 9, 2024 · CIK: 0001419559 · Accession: 0001903596-24-000073
AI Filing Summary & Sentiment
File numbers found in text: 024-12339
Letter
Re: CAM Group, Inc.
CAM Group, Inc.
5900 Balcones Drive
Suite 100
Austin, TX
February 08, 2024
Amendment No. 1 to Offering Statement on Form 1-A
Filed December 18, 2023
File No. 024-12339
Dear: Mr. Nicholas Nalbantian
Please see the answer to your comments below.
Amendment No. 1 to Offering Statement on Form 1-A filed December 18, 2023
Risk Factors
Our Business Model is Evolving
Manage potential future acquisitions, investments, divestitures, joint ventures and other transactions successfully, these activities..., page 17
1. We note your disclosure on page 30 that you plan to engage in mergers and acquisition activity in England, France and other NATO countries. Please amend this risk factor, or create a new risk factor, to highlight that you may lose the benefit of a Regulation A exemption in the event your principal place of business shifts to outside the United States or Canada.
Our risk disclosure has been updated to show that we may lose the benefit of a Regulation A exemption in the event that our principal place of business shifts to outside the United States or Canada.
Description of the Business Organization and History, page 29
2. We note your response to comment 5 and reissue. We acknowledge your amended disclosure stating that the March 22, 2022, agreement was with Technomeca Defense, Inc., rather than with Mr. Rafael A. Pinedo. However, since Mr. Pinedo directs Technomeca Defense, Inc. and is now also the President and CEO of the Company, please provide the information required by Item 13 of Form 1-A (Interest of Management and Others in Certain Transactions) or tell us why you believe such information is not required.
We have updated the filing to provide the information required by Item 13 of Form 1-A (Interest of Management and Others in Certain Transactions).
Exhibits
3. Please file or advise why you believe the March 22, 2022, agreement to purchase the control block of CAMG should not be filed under Item 17 of Form 1-A.
We have filed as Exhibit, the March 22, 2022, agreement to purchase the
control block of CAMG.
General
4. We note your response to comment 1 and reissue in part. We acknowledge the inclusion of a new Amended and Restated Articles of Incorporation; however, your file on the website for the Nevada Secretary of State still states that you have authorized 100,000,000 shares of common stock. Please clarify this discrepancy.
This has been updated at the Nevada Secretary of State to show the Company’s authorized as articulated in our restated/amended article of incorporation.
Please contact me at ra.pinedo@camgdefense.com or capitalmarketssecurities@gmail.com with further inquiries.
Thank you.
Sincerely,
/s/ Rafael
Pinedo
Show Raw Text
CORRESP
1
filename1.htm
CAM Group, Inc.
5900 Balcones Drive
Suite 100
Austin, TX
78731
February 08, 2024
Re: CAM
Group, Inc.
Amendment
No. 1 to Offering Statement on Form 1-A
Filed
December 18, 2023
File
No. 024-12339
Dear: Mr. Nicholas Nalbantian
Please see the answer to your comments
below.
Amendment No. 1 to Offering Statement
on Form 1-A filed December 18, 2023
Risk Factors
Our Business Model is Evolving
Manage potential future acquisitions,
investments, divestitures, joint ventures and other transactions successfully, these activities..., page 17
1. We
note your disclosure on page 30 that you plan to engage in mergers and acquisition activity
in England, France and other NATO countries. Please amend this risk factor, or create a new
risk factor, to highlight that you may lose the benefit of a Regulation A exemption in the
event your principal place of business shifts to outside the United States or Canada.
Our risk disclosure has
been updated to show that we may lose the benefit of a Regulation A exemption in the event that our principal place of business shifts
to outside the United States or Canada.
Description of the
Business Organization and History, page 29
2. We
note your response to comment 5 and reissue. We acknowledge your amended disclosure stating
that the March 22, 2022, agreement was with Technomeca Defense, Inc., rather than with Mr.
Rafael A. Pinedo. However, since Mr. Pinedo directs Technomeca Defense, Inc. and is now also
the President and CEO of the Company, please provide the information required by Item 13
of Form 1-A (Interest of Management and Others in Certain Transactions) or tell us why you
believe such information is not required.
We have updated the filing
to provide the information required by Item 13 of Form 1-A (Interest of Management and Others in Certain Transactions).
Exhibits
3. Please
file or advise why you believe the March 22, 2022, agreement to purchase the control block
of CAMG should not be filed under Item 17 of Form 1-A.
We have filed as Exhibit, the
March 22, 2022, agreement to purchase the
control block of CAMG.
General
4. We
note your response to comment 1 and reissue in part. We acknowledge the inclusion of a new
Amended and Restated Articles of Incorporation; however, your file on the website for the
Nevada Secretary of State still states that you have authorized 100,000,000 shares of common
stock. Please clarify this discrepancy.
This has been updated at
the Nevada Secretary of State to show the Company’s authorized as articulated in our restated/amended article of incorporation.
Please contact me
at ra.pinedo@camgdefense.com or capitalmarketssecurities@gmail.com with further inquiries.
Thank you.
Sincerely,
/s/ Rafael
Pinedo
Rafael Pinedo
Chairman, CAM Group,
Inc.