SEC Comment Letter for iQSTEL Inc (IQST) (CIK 0001527702) (IQST) — May 22, 2012
iQSTEL Inc (IQST) (CIK 0001527702)
Date: May 22, 2012 · CIK: 0001527702 · Accession: 0000000000-12-026544
AI Filing Summary & Sentiment
Reasoning
Referenced dates: May 4, 2012
Letter
May 22, 2012 Via E -mail Anna C. Jones President and Chief Executive Officer B-Maven, Inc. 3272 Reynard Way San Diego, CA 92103
Re: B-Maven, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed May 14 , 2012 File No. 333 -176376
Dear Ms. Jones :
We have reviewed your registration statement and have the following comments.
Risk Factors, page 6
Risks Related to Our Common Stock, page 12
You may have limited access to information regarding our business . . . , page 17
1. We note your response to comment three of our letter dated May 4, 2012, and we reissue the comment as we are unable to locate the updated disclosure referenced in your response. Please revise the disclosure in this risk factor and on page 45 to reflect the changes to shareholder threshold levels made by the Jumpstart Our Business Startups Act.
Use of Proceeds, page 17
2. We note your response to comment four of our letter dated May 4, 201 2. If the company is only required to pay $7,500 in legal fees upon obtaining the maximum offering proceeds, please disclose how the company intends to use the remaining $2,500 in offering proceeds. If the company will have discretion in its use of the r emaining $2,500, please so state. In this regard, we note the SEC registration fee, FINRA filing fee, accounting fees and expenses, transfer agent fees, blue sky fees and expenses, and miscellaneous expenses as disclosed account for $15,000 of the proceed s. If the company then pays $7,500 in legal fees, $2,500 remain unallocated.
Anna C. Jones B-Maven, Inc. May 22, 2012 Page 2
Management’s Discussion and Analysis or Plan of Operation, page 23
Operations, page 23
3. We note your response to comment six of our letter dated May 4, 2012. It appears as though you anticipate carrying out your business plan in four separate phases, each to be carried out as funding becomes available. Please replace the “Months 1 -3,” “Months 3 - 5,” “Months 6 -8,” and “Month 9 -12,” headings on pages 24 -25 with “Phase 1,” “Phas e 2,” “Phase 3,” and “Phase 4.” In this regard, we note the current headings are confusing in that they indicate these phases will be carried out within 12 months when, in reality, these steps could take much longer to complete due to your lack of financi ng. In each phase, please disclose how long you anticipate it will take to complete each phase if the required funding becomes available.
4. On page 25, you now state that if you “complete 75%, 50%, 25% or even 10% of [y]our additional financing objective s, [you] will not be able to pursue any of [y]our time -line goals or action steps.” Please explain why you will not be able to pursue any of your timeline goals upon obtaining partial financing.
Business, page 28
Proposed Products, page 30
5. We note your response to comment nine of our letter dated May 4, 2012, and we reissue the comment. Fiscal year 2012 ends on June 30, 2012. Please revise your disclosures to refer to the appropriate fiscal year.
Certain Relationships and Related Transactions, page 36
6. We note your response to comment 10 of our letter dated May 4, 2012. Please identify Quick Law Group, P.C. as a promoter, or tell us why Quick Law Group has not indirectly taken the initiative in founding and organizing your business. In this regard, we note Quick Law Group is effectively financing this offering, which, as stated in your previous responses to us, you are commencing in order to become more attractive to investors to facilitate the implementation of your business plan.
Anna C. Jones B-Maven, Inc. May 22, 2012 Page 3
You may co ntact Dale Welcome at (202) 551 -3865 or Kevin Stertzel at (202) 551 -3723 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Dickerson at (202) 551 -3749 or me at (202) 551 -3397 with any other qu estions.
Sincerely,
/s/ Jay Ingram
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May 22, 2012 Via E -mail Anna C. Jones President and Chief Executive Officer B-Maven, Inc. 3272 Reynard Way San Diego, CA 92103 Re: B-Maven, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed May 14 , 2012 File No. 333 -176376 Dear Ms. Jones : We have reviewed your registration statement and have the following comments. Risk Factors, page 6 Risks Related to Our Common Stock, page 12 You may have limited access to information regarding our business . . . , page 17 1. We note your response to comment three of our letter dated May 4, 2012, and we reissue the comment as we are unable to locate the updated disclosure referenced in your response. Please revise the disclosure in this risk factor and on page 45 to reflect the changes to shareholder threshold levels made by the Jumpstart Our Business Startups Act. Use of Proceeds, page 17 2. We note your response to comment four of our letter dated May 4, 201 2. If the company is only required to pay $7,500 in legal fees upon obtaining the maximum offering proceeds, please disclose how the company intends to use the remaining $2,500 in offering proceeds. If the company will have discretion in its use of the r emaining $2,500, please so state. In this regard, we note the SEC registration fee, FINRA filing fee, accounting fees and expenses, transfer agent fees, blue sky fees and expenses, and miscellaneous expenses as disclosed account for $15,000 of the proceed s. If the company then pays $7,500 in legal fees, $2,500 remain unallocated. Anna C. Jones B-Maven, Inc. May 22, 2012 Page 2 Management’s Discussion and Analysis or Plan of Operation, page 23 Operations, page 23 3. We note your response to comment six of our letter dated May 4, 2012. It appears as though you anticipate carrying out your business plan in four separate phases, each to be carried out as funding becomes available. Please replace the “Months 1 -3,” “Months 3 - 5,” “Months 6 -8,” and “Month 9 -12,” headings on pages 24 -25 with “Phase 1,” “Phas e 2,” “Phase 3,” and “Phase 4.” In this regard, we note the current headings are confusing in that they indicate these phases will be carried out within 12 months when, in reality, these steps could take much longer to complete due to your lack of financi ng. In each phase, please disclose how long you anticipate it will take to complete each phase if the required funding becomes available. 4. On page 25, you now state that if you “complete 75%, 50%, 25% or even 10% of [y]our additional financing objective s, [you] will not be able to pursue any of [y]our time -line goals or action steps.” Please explain why you will not be able to pursue any of your timeline goals upon obtaining partial financing. Business, page 28 Proposed Products, page 30 5. We note your response to comment nine of our letter dated May 4, 2012, and we reissue the comment. Fiscal year 2012 ends on June 30, 2012. Please revise your disclosures to refer to the appropriate fiscal year. Certain Relationships and Related Transactions, page 36 6. We note your response to comment 10 of our letter dated May 4, 2012. Please identify Quick Law Group, P.C. as a promoter, or tell us why Quick Law Group has not indirectly taken the initiative in founding and organizing your business. In this regard, we note Quick Law Group is effectively financing this offering, which, as stated in your previous responses to us, you are commencing in order to become more attractive to investors to facilitate the implementation of your business plan. Anna C. Jones B-Maven, Inc. May 22, 2012 Page 3 You may co ntact Dale Welcome at (202) 551 -3865 or Kevin Stertzel at (202) 551 -3723 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Dickerson at (202) 551 -3749 or me at (202) 551 -3397 with any other qu estions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Via E -mail Jeffrey M. Quick, Quick Law Group PC