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SEC Comment Letter for Rezolute, Inc. (RZLT) (CIK 0001509261) (RZLT) — Jul 11, 2011

Rezolute, Inc. (RZLT) (CIK 0001509261)
Date: July 11, 2011 · CIK: 0001509261 · Accession: 0000000000-11-041882

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Summary

Reasoning

File numbers found in text: 333-174892

Date
July 11, 2011
Author
/s/ Evan S. Jacobson
Form
UPLOAD
Company
Rezolute, Inc. (RZLT) (CIK 0001509261)

Letter

July 11, 2011 Via Email Nir Bar President Fits My Style Inc. 9A Yadin Igal St. Ra'anana, Israel 43582 Re: Fits My Style Inc. Registration Statement on Form S-1 Filed June 14, 2011 File No. 333-174892

Dear Mr. Bar: We have reviewed your registration statem ent and have the following comments. In some of our comments, we may ask you to provi de 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 appropriate, 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.

General

1. Please move your financial statements so that they are included in your prospectus and follow the section of Part I of your regist ration statement titled “Where You Can Find More Information.” Prospectus Summary, page 3

Business, page 3

2. Please revise to briefly describe the timelin e for the development of your business, the associated costs, and the uncertainties as to whether you will succeed in those efforts. Revise the discussion of your product’s intended features to clearly indicate that such product features are based on your curre nt expectations.

Nir Bar Fits My Style Inc. July 11, 2011 Page 2

Summary Financial Information, page 4

3. In the table on page 4, and in the antepenulti mate sentence of the second risk factor on page 5, you state that you were formed on Ju ly 26, 2011. Please revise to accurately reflect your July 26, 2010 formation date. Risk Factors, page 5

4. If you do not intend to register a class of secu rities under Section 12 of the Exchange Act, please include a risk factor that informs poten tial investors that you will be not be a fully reporting company and will only comply with the limited reporting requirements imposed on Section 15(d) registrants. Briefly explai n how those reports vary from the reporting obligations imposed on Sec tion 12 registrants.

“We are exposed to the whims of industry,” page 6

5. This risk factor states that a major part of your core development relies on a technology developed by a third party vendor with whom you have no contract. This appears to be the only disclosure regarding this issue in your registration statement; the remainder of the registration statement suggests that the entire development of your product will be outsourced to beIT Visual Co mmunications Ltd., which is co ntrolled by your president, pursuant to the agreement filed as Exhi bit 10.2. Please revise or advise.

“The costs to meet our reporting and other requirements as a public company…,” page 10

6. This risk factor refers to the costs and expenses you will incur “if” you become a public entity. Please revise to clea rly state that after your regi stration statement is declared effective, you will become a public company. Selling Shareholders, page 11

7. The tabular disclosure on page 12 states th at Dor Evron will continue to have a 1.6% ownership stake in your company, despite ow ning no shares after completion of the offering. Please revi se or explain.

Description of Capital Stock, page 15

8. We note your statement that the “description of [y]our capital stock is intended as a summary only and is qualified in its entirety by reference to [y]our charter and by-laws included as exhibits to [y]our registration statement on Form S-1 filed with the SEC and to Nevada law.” You are required to provi de a materially complete description and investors are entitled to rely upon such disclosu re. Please revise the statement to indicate that the summaries provided are materially complete. We will not object if you suggest that investors see the exhibits for th e complete terms of the agreements.

Nir Bar Fits My Style Inc. July 11, 2011 Page 3

Business, page 17

9. Please revise your disclosure throughout this section to disclose and reflect that you are currently working on the alpha version of your product. For example, instead of stating that the web service you are currently devel oping “can be integrated” into an existing vendor’s online catalog, and the smart phone application “will have the same functionality” as the website, state that you are currently designing your product with the hopes of achieving these results. Management

Directors and Executive Officers, page 24

10. Please disclose the name of the “large inte rnational bank” where Mr. Turnowski currently works. See Item 401(e)(1) of Regulation S-K. Executive Compensation, page 26

11. Footnote one states that you “have no empl oyment or consulting agreement with Mr. Bar.” Please explain how this is consiste nt with the terms of the web site design consultation agreement between you and beIT Visual Communications Ltd., or revise your disclosure throughout this secti on accordingly. See Item 402(a)(2) of Regulation S-K. Certain Relationships and Re lated Transactions, page 26

12. Please revise to include a more detailed description of the material terms of your agreement with beIT Visual Communications Ltd., including, without limitation, the term of the agreement, any payments that have been made, and how the agreement was negotiated. See Item 404(a )(6) of Regulation S-K.

Recent Sales of Unregister ed Securities, page II-1

13. For each unregistered offering, please revise to briefly state the facts relied upon to make the referenced exemption available. See Item 701(d) of Regulation S-K. Undertakings, page II-2

14. Undertaking 6 appears to be identica l to undertaking 4. Please revise.

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

Nir Bar Fits My Style Inc. July 11, 2011 Page 4

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 th e 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 Joyce Sween ey, Staff Accountant, at (202) 551-3449 if you have questions regarding comments on the financial statem ents and related matters. Please contact me at (202) 551-3428 with any other questions. If you thereafter re quire further assistance, you may contact the Assistant Di rector, Barbara Jacobs, at (202) 551-3735.

Sincerely,
/s/ Evan S. Jacobson
Evan S. Jacobson Attorney-Advisor
cc: Via Email
David Lubin, Esq. David Lubin & Associates, PLLC

Show Raw Text
July 11, 2011
 Via Email

 Nir Bar President
Fits My Style Inc.
9A Yadin Igal St. Ra'anana, Israel 43582
Re: Fits My Style Inc.
  Registration Statement on Form S-1
Filed June 14, 2011
  File No. 333-174892

Dear Mr. Bar:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 appropriate, 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.

General

 1. Please move your financial statements so that  they are included in your prospectus and
follow the section of Part I of your regist ration statement titled “Where You Can Find
More Information.”
Prospectus Summary, page 3

 Business, page 3

 2. Please revise to briefly describe the timelin e for the development of your business, the
associated costs, and the uncertainties as to  whether you will succeed in those efforts.
Revise the discussion of your product’s intended features to clearly indicate that such
product features are based on your curre nt expectations.

Nir Bar Fits My Style Inc.  July 11, 2011 Page 2

Summary Financial Information, page 4

 3. In the table on page 4, and in the antepenulti mate sentence of the second risk factor on
page 5, you state that you were formed on Ju ly 26, 2011.  Please revise to accurately
reflect your July 26, 2010 formation date.
Risk Factors, page 5

 4. If you do not intend to register a class of secu rities under Section 12 of the Exchange Act,
please include a risk factor that informs poten tial investors that you will be not be a fully
reporting company and will only comply with the limited reporting requirements imposed
on Section 15(d) registrants.  Briefly explai n how those reports vary  from the reporting
obligations imposed on Sec tion 12 registrants.

“We are exposed to the whims of industry,” page 6

 5. This risk factor states that a major part of your core development relies on a technology
developed by a third party vendor with whom you have no contract.  This appears to be
the only disclosure regarding this issue in your registration statement; the remainder of
the registration statement suggests that the entire development of your product will be
outsourced to beIT Visual Co mmunications Ltd., which is co ntrolled by your president,
pursuant to the agreement filed as Exhi bit 10.2.  Please revise  or advise.

“The costs to meet our reporting and other requirements as a public company…,” page 10

 6. This risk factor refers to the costs and expenses you will incur “if” you become a public
entity.  Please revise to clea rly state that after your regi stration statement is declared
effective, you will become a public company.
Selling Shareholders, page 11

 7. The tabular disclosure on page 12 states th at Dor Evron will continue to have a 1.6%
ownership stake in your company, despite ow ning no shares after completion of the
offering.  Please revi se or explain.

Description of Capital Stock, page 15

 8. We note your statement that the “description of [y]our capital stock is intended as a
summary only and is qualified in its entirety by reference to  [y]our charter and by-laws
included as exhibits to [y]our registration statement on Form S-1 filed with the SEC and
to Nevada law.”  You are required to provi de a materially complete description and
investors are entitled to rely upon such disclosu re.  Please revise the statement to indicate
that the summaries provided are materially complete.  We will not object if you suggest
that investors see the exhibits for th e complete terms of the agreements.

Nir Bar Fits My Style Inc.  July 11, 2011 Page 3

Business, page 17

 9. Please revise your disclosure throughout this section to disclose and reflect that you are
currently working on the alpha version of your product.  For example, instead of stating
that the web service you are currently devel oping “can be integrated” into an existing
vendor’s online catalog, and the smart phone application “will have the same
functionality” as the website, state that you are currently designing your product with the
hopes of achieving these results.
Management

 Directors and Executive Officers, page 24

 10. Please disclose the name of the “large inte rnational bank” where Mr. Turnowski currently
works.  See Item 401(e)(1) of Regulation S-K.
Executive Compensation, page 26

 11. Footnote one states that you “have no empl oyment or consulting agreement with Mr.
Bar.”  Please explain how this is consiste nt with the terms of the web site design
consultation agreement between you and beIT  Visual Communications Ltd., or revise
your disclosure throughout this secti on accordingly.  See Item 402(a)(2) of
Regulation S-K.
Certain Relationships and Re lated Transactions, page 26

 12. Please revise to include a more detailed description of the material terms of your
agreement with beIT Visual Communications  Ltd., including, without limitation, the term
of the agreement, any payments that have been made, and how the agreement was negotiated.  See Item 404(a )(6) of Regulation S-K.

Recent Sales of Unregister ed Securities, page II-1

 13. For each unregistered offering, please revise to  briefly state the facts relied upon to make
the referenced exemption available.  See Item 701(d) of Regulation S-K.
 Undertakings, page II-2

 14. Undertaking 6 appears to be identica l to undertaking 4.  Please revise.

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

Nir Bar Fits My Style Inc.  July 11, 2011 Page 4

 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 th e 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 Joyce Sween ey, Staff Accountant, at  (202) 551-3449 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3428 with any other questions.  If you thereafter re quire further assistance, you may
contact the Assistant Di rector, Barbara Jacobs, at (202) 551-3735.

Sincerely,
   /s/ Evan S. Jacobson
Evan S. Jacobson Attorney-Advisor
 cc: Via Email

David Lubin, Esq. David Lubin & Associates, PLLC