SEC Comment Letter for RumbleOn, Inc. (RMBL) (CIK 0001596961) (RDNW) — Mar 12, 2014
RumbleOn, Inc. (RMBL) (CIK 0001596961)
Date: March 12, 2014 · CIK: 0001596961 · Accession: 0000000000-14-012454
AI Filing Summary & Sentiment
File numbers found in text: 333-193523
Letter
March 12, 2014 Via E -mail Matthew Lane Chief Executive Officer Smart Server , Inc. 2956 Worden St. San Diego, CA 92110
Re: Smart Server , Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed February 26 , 2014 File No. 333-193523
Dear Mr. Lane :
We have reviewed your amended registration statement and have the following comment. Where indicated, we think you should revise your document in response to th is comment. Unless otherwise noted, where a prior comment is referred to it refer s to our letter dated February 20 , 2014.
Cover Page
1. We note your response to prior comment 2 and continue to believe that you are a shell company as defined in Rule 405. We note that you have minimal assets excluding cash, no revenues to date and appear to have only nominal operations. In this regard, we note that significant steps remain to commence the operations of your business and to launch your mobile application. As such, you should disclose that you are a shell company on your prospectus cover page and add a risk factor that highlights the consequences of shell company status. Alternatively, advise why you believe your company has more than nominal operations.
Matthew Lane Smart Server, Inc. March 12 , 2014 Page 2
If you have any questions regarding th is comment, please contact Jeff Kauten, Attorney - Advisor, at (202) 551 -3447 or, in his absence, me at (202) 551 -3456 . If you need additional assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Matthew Crispino
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March 12, 2014 Via E -mail Matthew Lane Chief Executive Officer Smart Server , Inc. 2956 Worden St. San Diego, CA 92110 Re: Smart Server , Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed February 26 , 2014 File No. 333-193523 Dear Mr. Lane : We have reviewed your amended registration statement and have the following comment. Where indicated, we think you should revise your document in response to th is comment. Unless otherwise noted, where a prior comment is referred to it refer s to our letter dated February 20 , 2014. Cover Page 1. We note your response to prior comment 2 and continue to believe that you are a shell company as defined in Rule 405. We note that you have minimal assets excluding cash, no revenues to date and appear to have only nominal operations. In this regard, we note that significant steps remain to commence the operations of your business and to launch your mobile application. As such, you should disclose that you are a shell company on your prospectus cover page and add a risk factor that highlights the consequences of shell company status. Alternatively, advise why you believe your company has more than nominal operations. Matthew Lane Smart Server, Inc. March 12 , 2014 Page 2 If you have any questions regarding th is comment, please contact Jeff Kauten, Attorney - Advisor, at (202) 551 -3447 or, in his absence, me at (202) 551 -3456 . If you need additional assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Matthew Crispino Matthew Crispino Staff Attorney cc: Via E -mail Donald J. Stoecklein, Esq. Stoecklein Law Group, LLP