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SEC Comment Letter for Artificial Intelligence Technology Solutions Inc. (AITX) (CIK 0001498148) (AITX) — Nov 10, 2010

Artificial Intelligence Technology Solutions Inc. (AITX) (CIK 0001498148)
Date: Nov. 10, 2010 · CIK: 0001498148 · Accession: 0000000000-10-067461

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File numbers found in text: 333-168530

Date
November 10, 2010
Author
John Stickel
Form
UPLOAD
Company
Artificial Intelligence Technology Solutions Inc. (AITX) (CIK 0001498148)

Letter

November 10, 2010 John B. Crawford Chief Executive Officer On the Move Systems Corp. 7674 37 th Street Circle East Sarasota, FL 34243 Re: On the Move Systems Corp. Amendment No. 2 to Registrati on Statement on Form S-1 Filed October 28, 2010 File No. 333-168530

Dear Mr. Crawford:

We have received your response to our pr ior comment letter to you dated October 18, 2010 and have the following additional comments. Business Summary, page 8

1. Refer to the first paragraph of this secti on. Please revise to pr ovide your assets and net losses for your most recent interim stub period ended August 31, 2010. Risk Factors, page 9

If We Cannot Secure Additional Capital, page 15

2. Please revise to disclose the amount of cash you had on hand as of August 31, 2010.

Dilution of the Price You Pay for Your Shares, page 22

3. It appears that the net ta ngible book value per share amounts before and after the offering are based on amounts derived from your financial statements for the period ended May 31, 2010. In this regard, please revise to update such amounts using the most recent financial statements filed in your registration statement (i.e. financial statements for the period ended August 31, 2010). Please revise all affected amounts accordingly.

John B. Crawford On the Move Systems Corp. November 10, 2010 Page 2

Management’s Discussion And Analysis of Financial Conditions and Results of Operations, page

4. We note that you have not provided a response to our prior comment 20. Please revise your filing to disclose, in detail, the st eps you plan to take to identify sources of the $425,000 required to implement your busines s plan. If you are unable to do so, please add a risk factor to discuss this. Balance Sheet, F-12

5. We note that you have included an audited balance sheet as of February 28, 2010 in your most recent interim financial statements ; however, this is inconsistent with your date of inception of March 25, 2010 and previously issued audited financial statements for the period March 25, 2010 through May 31, 2010. Please advise us of the reason for the discrepancy or revise date s contained in the financial statements in your next amendment, accordingly. Dealer Prospectus Delivery Obligation, page II-2

6. We note your response to our prior comment 21 and reissue. You do not appear to have moved your dealer prospectus deliv ery obligation to the back page, which should appear before the Part II information. Please revise or advise. Undertakings, page II-2

7. Please advise as to why you have included undertaking number four. Also advise as to why you have included the undertaking set fo rth in the last paragraph on page II-3, as you do not appear to be relying on Rule 430C of the Securities Act.

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. 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 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;

John B. Crawford On the Move Systems Corp. November 10, 2010 Page 3

• 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 stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jean Yu at (202) 551-3305 or Joe Foti at (202) 551-3816 if you have questions regarding comments on th e financial statements and rela ted matters. Please contact Chanda DeLong at (202) 551-3490 or me at (202) 551-3324 with any other questions. Sincerely,

John Stickel Attorney-Advisor cc: Mr. William L. MacDonald via facsimile (604) 681-4760

Show Raw Text
November 10, 2010
  John B. Crawford Chief Executive Officer On the Move Systems Corp. 7674 37
th Street Circle East
Sarasota, FL 34243
Re: On the Move Systems Corp.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 28, 2010
  File No. 333-168530

Dear Mr. Crawford:

We have received your response to our pr ior comment letter to you dated October 18,
2010 and have the following additional comments.    Business Summary, page 8

1. Refer to the first paragraph of this secti on.  Please revise to pr ovide your assets and
net losses for your most recent interim stub period ended August 31, 2010.
 Risk Factors, page 9

If We Cannot Secure Additional Capital, page 15

2. Please revise to disclose the amount of cash you had on hand as of August 31, 2010.

Dilution of the Price You Pay for Your Shares, page 22

3. It appears that the net ta ngible book value per share amounts before and after the
offering are based on amounts derived from your financial statements for the period
ended May 31, 2010.  In this regard, please revise to update such amounts using the
most recent financial statements filed in your registration statement (i.e. financial
statements for the period ended August 31, 2010).  Please revise all affected amounts
accordingly.

John B. Crawford On the Move Systems Corp.
November 10, 2010 Page 2

Management’s Discussion And Analysis of Financial Conditions and Results of Operations, page
33

4. We note that you have not provided a response to our prior comment 20.  Please revise your filing to disclose, in detail, the st eps you plan to take to identify sources of
the $425,000 required to implement your busines s plan.  If you are unable to do so,
please add a risk factor to discuss this.
 Balance Sheet, F-12

5. We note that you have included an audited balance sheet as of February 28, 2010 in
your most recent interim financial statements ; however, this is inconsistent with your
date of inception of March 25, 2010 and previously issued audited financial statements for the period March 25, 2010 through May 31, 2010.  Please advise us of
the reason for the discrepancy or revise date s contained in the financial statements in
your next amendment, accordingly.
 Dealer Prospectus Delivery Obligation, page II-2

6. We note your response to our prior comment 21 and reissue.  You do not appear to
have moved your dealer prospectus deliv ery obligation to the back page, which
should appear before the Part II information.  Please revise or advise.
 Undertakings, page II-2

7. Please advise as to why you have included undertaking number four.  Also advise as
to why you have included the undertaking set fo rth in the last paragraph on page II-3,
as you do not appear to be relying on Rule 430C of the Securities Act.

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.  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 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;

John B. Crawford On the Move Systems Corp. November 10, 2010 Page 3

• 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 stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Jean Yu at  (202) 551-3305 or Joe Foti at (202) 551-3816 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Chanda DeLong at (202) 551-3490 or me at (202) 551-3324 with any other questions.
Sincerely,

John Stickel Attorney-Advisor
cc:  Mr. William L. MacDonald via facsimile (604) 681-4760