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SEC Comment Letter for VivoSim Labs, INC. (VIVS) (CIK 0001497253) (VIVS) — Apr 26, 2011

VivoSim Labs, INC. (VIVS) (CIK 0001497253)
Date: April 26, 2011 · CIK: 0001497253 · Accession: 0000000000-11-025955

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File numbers found in text: 333-169928

Date
April 26, 2011
Author
Tom Kluck
Form
UPLOAD
Company
VivoSim Labs, INC. (VIVS) (CIK 0001497253)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE April 26, 2011 Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer 710 Wellingham Drive Durham, North Carolina 27713

Re: Real Estate Restoration and Rental, Inc. Amendment No. 4 to Registra tion Statement on Form S-1 Filed April 7, 2011 File No. 333-169928

Dear Ms. Lovig:

We have reviewed your registration statemen t and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropria te, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments , we may have additional comments. Management’s Discussion and Analys is of Financial Condition…, page 16

Plan of Operations, page 16 1. We note you indicate that you have not entere d into any contracts to provide renovation and management services and that you also ha ve not identified any re al estate developers or hedge funds. Given that your Company wa s established in December 2009 to provide renovation and management services, please tell us how likely it is that you will have three vacation homes under management and available for rent during May to August 2011. Please amend your Plan of Operations as necessary. 2. We note your licensing agreement with Madi son Energy Group that allows you to sell Frigitek products. Please update your disclosu re to indicate if you ha ve sold any Frigitek products.

Ms. Deborah Lovig Real Estate Restoration and Rental, Inc. April 26, 2011 Page 2

3. We note you indicate if it becomes necessa ry to raise additional capital you may approach one or more of your property manageme nt services clients to establish strategic funding partnerships. Please revise to clarify. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Si nce the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Bill Demarest at (202) 551-3432 or Eric McPhee at (202) 551-3693 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Sandra B. Hunter, Atto rney-Advisor, at (202) 551-3758 or me at (202) 551-3233 with any other questions. Sincerely,

Tom Kluck B r a n c h C h i e f

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
         April 26, 2011
 Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer 710 Wellingham Drive Durham, North Carolina 27713

Re: Real Estate Restoration and Rental, Inc.   Amendment No. 4 to Registra tion Statement on Form S-1
 Filed April 7, 2011  File No. 333-169928

Dear Ms. Lovig:

We have reviewed your registration statemen t and have the following comments. In some
of our comments, we may ask you to provide us  with information so we may better understand
your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropria te, please tell us why in your response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Management’s Discussion and Analys is of Financial Condition…, page 16

Plan of Operations, page 16
1. We note you indicate that you have not entere d into any contracts to provide renovation
and management services and that you also ha ve not identified any re al estate developers
or hedge funds.  Given that your Company wa s established in December 2009 to provide
renovation and management services, please tell  us how likely it is that you will have
three vacation homes under management and available for rent during May to August
2011.  Please amend your Plan of Operations as necessary.
2. We note your licensing agreement with Madi son Energy Group that allows you to sell
Frigitek products.  Please update your disclosu re to indicate if you ha ve sold any Frigitek
products.

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc. April 26, 2011
Page 2

3. We note you indicate if it becomes necessa ry to raise additional capital you may
approach one or more of your property manageme nt services clients to  establish strategic
funding partnerships.  Please revise to clarify.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Bill Demarest at (202) 551-3432 or Eric McPhee at (202) 551-3693 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Sandra B. Hunter, Atto rney-Advisor, at (202) 551-3758 or me at (202) 551-3233 with
any other questions.
Sincerely,

Tom Kluck
        B r a n c h  C h i e f