SEC Comment Letter for Zeo ScientifiX, Inc. (ZEOX) (CIK 0001557376) (ZEOX) — Oct 22, 2012
Zeo ScientifiX, Inc. (ZEOX) (CIK 0001557376)
Date: Oct. 22, 2012 · CIK: 0001557376 · Accession: 0000000000-12-058071
AI Filing Summary & Sentiment
Referenced dates: September 26, 2012
Letter
October 22 , 201 2 Via E -mail John Goodhew President and Chief Executive Officer Bespoke Tricycles Inc. 145-147 St. John Street London, United Kingdom EC1V 4PW
Re: Bespoke Tricycles Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 11 , 2012 File No. 333 -183710
Dear Mr. Goodhew :
We have reviewed your responses to the comments in our letter dated September 26, 2012 and have the following additional comment s.
Because our offering will be conducted on a best efforts basis, page 7
1. We note your response to our prior comment 8. Please expand your disclosure in this risk factor to discuss in greater detail the risks related to the fact that there will be “no minim um” amount that must be raised for your best efforts offering. For example, given your need for significant additional financing, it would appear that your right to retain investment proceeds regardless of the amount raised in the offering may result in greater risks for investors if you cannot raise enough funds to proceed with your business plans.
We will incur increased costs and our management will face increased demands, page 11
2. We note your response to our prior comment 12. Please revise to also d isclose an estimate of the additional costs you expect to incur as a public company .
Description of Business, page 23
3. We note your response to our prior comment 14 and reissue in part. Please revise your disclosure to provide a basis for the follow assertions or beliefs in this section, or revise to remove the relevant statements:
Page 25: Your tricycles are ideal for a large number of people currently wishing to start their own small business.
John Goodhew Bespoke Tricycles Inc. October 22 , 2012 Page 2
Page 25: In the current economic environment more and m ore people are setting up their own small scale businesses.
Management’s Discussion and Analysis of Financial Condition, page 32
Our Plan for the Next 12 Months , page 32
4. We note response to our prior comment 23 and reissue in part. Please expand your disclosure to provide a detailed timeline for each of the steps you intend to take over the next twelve months as part of your business plan. Please also revise to provide a clearer understanding of your budget for each of the steps you plan to take as part of your business plan, and how this budget reconciles with the disclosure in your Use of Proceeds section on page 15.
We urge all persons who are responsible for the accu racy and adequacy of the disclosure in the filing to be certain that the filing includes 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 relati ng to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Effie Simpson at (202) 551 -3346 or Linda Cvrkel at (202) 551 -3813 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3750 with any other questions.
Sincerely,
/s/ Max A. Webb
Show Raw Text
October 22 , 201 2
Via E -mail
John Goodhew
President and Chief Executive Officer
Bespoke Tricycles Inc.
145-147 St. John Street
London, United Kingdom EC1V 4PW
Re: Bespoke Tricycles Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 11 , 2012
File No. 333 -183710
Dear Mr. Goodhew :
We have reviewed your responses to the comments in our letter dated September 26,
2012 and have the following additional comment s.
Because our offering will be conducted on a best efforts basis, page 7
1. We note your response to our prior comment 8. Please expand your disclosure in this
risk factor to discuss in greater detail the risks related to the fact that there will be “no
minim um” amount that must be raised for your best efforts offering. For example, given
your need for significant additional financing, it would appear that your right to retain
investment proceeds regardless of the amount raised in the offering may result in greater
risks for investors if you cannot raise enough funds to proceed with your business plans.
We will incur increased costs and our management will face increased demands, page 11
2. We note your response to our prior comment 12. Please revise to also d isclose an
estimate of the additional costs you expect to incur as a public company .
Description of Business, page 23
3. We note your response to our prior comment 14 and reissue in part. Please revise your
disclosure to provide a basis for the follow assertions or beliefs in this section, or revise
to remove the relevant statements:
Page 25: Your tricycles are ideal for a large number of people currently wishing
to start their own small business.
John Goodhew
Bespoke Tricycles Inc.
October 22 , 2012
Page 2
Page 25: In the current economic environment more and m ore people are setting
up their own small scale businesses.
Management’s Discussion and Analysis of Financial Condition, page 32
Our Plan for the Next 12 Months , page 32
4. We note response to our prior comment 23 and reissue in part. Please expand your
disclosure to provide a detailed timeline for each of the steps you intend to take over the
next twelve months as part of your business plan. Please also revise to provide a clearer
understanding of your budget for each of the steps you plan to take as part of your
business plan, and how this budget reconciles with the disclosure in your Use of Proceeds
section on page 15.
We urge all persons who are responsible for the accu racy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Effie Simpson at (202) 551 -3346 or Linda Cvrkel at (202) 551 -3813 if
you have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at (202) 551 -3324 or me at (202) 551 -3750 with any other questions.
Sincerely,
/s/ Max A. Webb
Max A. Webb
Assistant Director
cc: Scott Doney , Esq.