SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Comment Letter for Rezolute, Inc. (RZLT) (CIK 0001509261) (RZLT) — Dec 11, 2012

Rezolute, Inc. (RZLT) (CIK 0001509261)
Date: Dec. 11, 2012 · CIK: 0001509261 · Accession: 0000000000-12-066755

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 000-54495

Date
December 3, 2012
Author
/s/ Maryse Mills -Apenteng
Form
UPLOAD
Company
Rezolute, Inc. (RZLT) (CIK 0001509261)

Letter

December 11 , 2012 Via U.S. Mail Nickolay Kukekov Chief Executive Officer Fits My Style Inc. 305 W. 50th Street, Apt. 25A New York, NY 10019

Re: Fits My Style, Inc. Preliminary Information Statement on Schedule 14C Filed December 3, 2012 File No. 000-54495

Dear Mr. Kukekov :

We have reviewed your filing an d 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 within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply t o 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 filing and the information you provide in response to these comments, we may have additional comment s.

Corporate Action #2 : Change in Our State of Incorporation from Nevada to De laware

Principal Reasons for Reincorporation Under Delaware Law, page 3

1. You disclose the benefits available to you and your officers and directors from your proposed reincorp oration into Delaware. Please provide balancing disclosure regarding the negative effects, such as any disadvantages and burdens on shareholders , as a result of the reincorporation.

Changes to the Articles of Incorporation, page 13

2. Please revise the disc losure in this and the following section to provide a comparison of the material changes between your old and new articles of incorporation and bylaws before and after the change in domicile . In addition, t o the extent the provisions in the new articles or bylaws do not merely reflect the default result of Delaware statutes, please

Nickolay Kukekov Fits My Style Inc. December 11, 2012 Page 2

provide clear and unambiguous disclosure to this effect . For instance, if provisions of your new artic les and bylaws reflect elect ions that offer management greater flexibility or impose greater burdens on shareholders , this should be d isclosed.

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 information the Securities Exchange Act of 1934 and all applicabl e Exchange 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.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments to Gabriel Eckstein, Staff Attorney, at (202) 551-3286 or, in his absence, to the undersigned at (202) 551 -3457.

Sincerely,
/s/ Maryse Mills -Apenteng

Show Raw Text
December 11 , 2012

Via U.S. Mail
Nickolay Kukekov
Chief Executive Officer
Fits My Style Inc.
305 W. 50th Street, Apt. 25A
New York, NY 10019

Re: Fits My Style, Inc.
  Preliminary Information  Statement  on Schedule 14C
Filed December 3, 2012
File No. 000-54495

Dear Mr. Kukekov :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

Corporate Action #2 :  Change in Our State of Incorporation from Nevada to De laware

Principal Reasons for Reincorporation Under Delaware Law, page 3

1. You disclose the benefits available to you and your officers and directors from your
proposed reincorp oration into Delaware.  Please provide balancing disclosure regarding
the negative effects, such as any disadvantages and burdens on shareholders , as a result of
the reincorporation.

Changes to the Articles of Incorporation, page 13

2. Please revise the disc losure in this and the following section to provide a comparison of
the material changes between your old and new articles of incorporation and bylaws
before and after the change in domicile .  In addition, t o the extent the provisions in the
new articles or bylaws do not merely reflect  the default result of Delaware statutes, please

Nickolay Kukekov
Fits My Style Inc.
December 11, 2012
Page 2

 provide clear and unambiguous disclosure to this effect .  For instance, if provisions of
your new artic les and bylaws reflect elect ions that offer management greater flexibility or
impose greater burdens on shareholders , this should be d isclosed.

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 information the Securities Exchange Act of
1934 and all applicabl e Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please direct any  questions or comments to Gabriel Eckstein, Staff Attorney, at
(202)  551-3286 or, in his  absence, to the undersigned at (202) 551 -3457.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
        Special Counsel