SEC Comment Letter for FOCUS UNIVERSAL INC. (FCUV) (CIK 0001590418) (FCUV) — Feb 19, 2014
FOCUS UNIVERSAL INC. (FCUV) (CIK 0001590418)
Date: Feb. 19, 2014 · CIK: 0001590418 · Accession: 0000000000-14-008385
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193087
Referenced dates: January 22, 2014
Letter
February 19, 2014 Via E -mail Tatyana Popova Chief Executive Officer Focus Universal, Inc. 8275 S. Eastern Avenue Suite 200 -674 Las Vegas, Nevada 89123
Re: Focus Universal , Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed February 10, 2014 File No. 333-193087
Dear Ms. Popova :
We have reviewed your amended registration statement and 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.
Pleas e 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 registration statement and the information you provide in response to these comments, we may have additional comments.
Our Officers, directors, consultants and advisors are involved in other businesses…, page 10
1. We note your response to comment 9 in our letter dated January 22, 2014. Please revise your disclosure to clarify what type of business Most Marketing, Inc. is and Ms. Popova’s relationship to that entity, and describe more fully the nature of her fiducia ry duty to that company and the conflict with her duties to the registrant. Also please clarify what conflicts, actual or potential, exist with respect to your consultants and advisors.
2. Please revise to provide examples of potential “self -dealing” trans actions that could possibly occur due to the overlapping businesses of the company and Most Marketing, Inc.
Tatyana Popova Focus Universal, Inc. February 19 , 2014 Page 2
Liquidity, page 27
3. Please revise to disclose whether you expect to have sufficient funds to sustain your business for 12 months if you receive t he minimum and maximum proceeds from the offering, respectively.
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 Act of 193 3 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.
You may contact Joseph Cascarano , Staff Accountant , at (202) 551 -3376, or Robert Littlepage , Accountant Branch Chief, at (202) 551 -3361, if you have questions regarding comments on the financial statements and related matters. Please contact Gregory Dundas, Attorney -Adviso r, at (202) 551 -3436, or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
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February 19, 2014 Via E -mail Tatyana Popova Chief Executive Officer Focus Universal, Inc. 8275 S. Eastern Avenue Suite 200 -674 Las Vegas, Nevada 89123 Re: Focus Universal , Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed February 10, 2014 File No. 333-193087 Dear Ms. Popova : We have reviewed your amended registration statement and 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. Pleas e 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 registration statement and the information you provide in response to these comments, we may have additional comments. Our Officers, directors, consultants and advisors are involved in other businesses…, page 10 1. We note your response to comment 9 in our letter dated January 22, 2014. Please revise your disclosure to clarify what type of business Most Marketing, Inc. is and Ms. Popova’s relationship to that entity, and describe more fully the nature of her fiducia ry duty to that company and the conflict with her duties to the registrant. Also please clarify what conflicts, actual or potential, exist with respect to your consultants and advisors. 2. Please revise to provide examples of potential “self -dealing” trans actions that could possibly occur due to the overlapping businesses of the company and Most Marketing, Inc. Tatyana Popova Focus Universal, Inc. February 19 , 2014 Page 2 Liquidity, page 27 3. Please revise to disclose whether you expect to have sufficient funds to sustain your business for 12 months if you receive t he minimum and maximum proceeds from the offering, respectively. 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 Act of 193 3 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. You may contact Joseph Cascarano , Staff Accountant , at (202) 551 -3376, or Robert Littlepage , Accountant Branch Chief, at (202) 551 -3361, if you have questions regarding comments on the financial statements and related matters. Please contact Gregory Dundas, Attorney -Adviso r, at (202) 551 -3436, or me at (202) 551 -3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel Assistant Director cc: Via E -mail Eric M. Stein, Esq. Szaferman Lakind Blumstein & Blader, PC