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SEC Comment Letter for VivoSim Labs, INC. (VIVS) (CIK 0001497253) (VIVS) — May 5, 2011

VivoSim Labs, INC. (VIVS) (CIK 0001497253)
Date: May 5, 2011 · CIK: 0001497253 · Accession: 0000000000-11-028250

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 5, 2011
Author
Tom Kluck
Form
UPLOAD
Company
VivoSim Labs, INC. (VIVS) (CIK 0001497253)

Letter

Re: Real Estate Restoration and Rental, Inc. Registration Statement on Form S -1 Amendment No. 5 Filed May 2, 2011 File No. 333 -169928 Dear Ms. Lovig :

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

DIVISION OF CORPORATION FINANCE

May 5, 2011 Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer 710 Wellingham Drive Durham, North Carolina 27713

We have reviewed your registration statement and have the following comment . Please respond to this letter by amending your registration statement and providing the requested information. If you do not be lieve our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the informatio n you provide in response to this comment , we may have additional comments.

Management’s Discussion and Analysis of Financial Condition…, page 16 Plan of Operations, page 16 1. We note you indicate if it becomes necessary to raise additional capital you may approach one or more of your pr operty management services clients to establish strategic funding partnerships. Please revise to clarify. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the inf ormation the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosur es they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

Ms. Deborah Lovig Real Estate Restoration and Rental, Inc. May 5 , 2011 Page 2

• should the Commission or the staff , acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declarin g 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 and 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 requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange 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. Please contact Sandra B. Hunter at (202) 551 -3758 or me at (202) 551 -3233 with any questions. Sincerely,

Tom Kluck Branch Chief

cc: Gregg E. Jaclin, Esq. Anslow & Jaclin, LLP Via facsimile : (732) 577- 1188

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

       DIVISION OF
CORPORATION FINANCE

         May 5, 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.
 Registration Statement on Form S -1
 Amendment No. 5  Filed  May 2, 2011
 File No. 333 -169928
 Dear Ms. Lovig :

We have reviewed your registration statement  and have the following comment . Please
respond to this letter by amending your registration statement and providing the requested information. If you do not be lieve our comment  applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the informatio n you
provide in response to this comment , we may have additional comments.

Management’s Discussion and Analysis of Financial Condition…, page 16
 Plan of Operations, page 16
1. We note you indicate if it becomes necessary to raise additional capital you may
approach one or more of your pr operty management services clients to establish strategic
funding partnerships.  Please revise to clarify.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the inf ormation the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosur es they have made.
 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
May 5 , 2011
Page 2

• should the Commission or the staff , acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declarin g 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 and 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  requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange 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.
 Please contact Sandra B. Hunter at (202) 551 -3758 or me at (202) 551 -3233 with any
questions.
Sincerely,

        Tom Kluck
        Branch Chief

cc:  Gregg E. Jaclin, Esq. Anslow & Jaclin, LLP
Via facsimile : (732) 577- 1188