Correspondence 0001493152-23-026022 from Deep Green Waste & Recycling, Inc. (CIK 0001637866)
Deep Green Waste & Recycling, Inc. (CIK 0001637866)
Date: July 31, 2023 · CIK: 0001637866 · Accession: 0001493152-23-026022
AI Filing Summary & Sentiment
File numbers found in text: 333-273222
Referenced dates: July 26, 2023
Letter
DEEP GREEN WASTE & RECYCLING, INC.
Edwards Plz, #21266
Saint Simons Island, GA 31522
(833) 304-7336
July 31, 2023
United States
Securities and Exchange Commission
Division of Corporate Finance
Office of Energy & Transportation
Washington, DC 20549
Re: Deep Green Waste & Recycling, Inc.
Registration Statement on Form S-1
Filed July 13, 2023
File No. 333-273222
To Whom It May Concern:
On behalf of the Company, this letter sets forth the responses of the Company to the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated July 26, 2023 (the “Comment Letter”) regarding the Staff’s review of the Company’s Registration Statement on Form S-1 submitted July 13, 2023 (File No. 333-273222) (the “Filing”). The Company’s responses set forth below correspond to the comments as numbered in the Comment Letter.
Registration Statement on Form S-1 filed July 13, 2023
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders, page 42
1. Please update the information in this section as of the most recent practicable date and ensure your disclosure reflects beneficial ownership prior to the resale offering contemplated in this registration statement. In that regard, we note your disclosure of beneficial ownership and percentage of common stock owned before offering in your selling shareholder table.
Response: In response to the Staff’s comments, the Company has updated its beneficial ownership table as well as the selling shareholder table.
Bill Edmonds
Deep Green Waste & Recycling, Inc.
July 31, 2023
Page
General
2. We note that your common stock is quoted on the OTC Pink Market and that the selling shareholders may offer, sell or distribute all or a portion of the shares of common stock at prevailing market prices or at negotiated prices. Please note that the OTC Pink Market is not an established public trading market into which a selling shareholder may offer and sell shares at other than a fixed price. Accordingly, please revise your cover page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose a fixed price at which the selling stockholders will offer and sell shares until your shares are listed on a national securities exchange or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing market prices. Refer to Item 501(b)(3) of Regulation S-K.
Response: In response to the Staff’s comments, the Company has revised its disclosures throughout to disclose that the selling shareholders may offer, sell or distribute their shares of common stock at a fixed price until our shares are listed on a national securities exchange or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing market prices.
3. Please revise to provide, in a separate section, all of the information required by the applicable provisions of Item 404 of Regulation S-K.
Response: In response to the Staff’s comments, the Company has included information required by the applicable provisions of Item 404 of Regulation S-K on page 41.
4. Please revise your signature page to comply with the requirements of Form S-1 and the instructions thereto.
Response: In response to the Staff’s comments, the Company has revised its signature page to comply with the requirements of Form S-1 and the instructions.
The Company respectfully believes that the proposed modifications to the Registration Statement, and the supplemental information contained herein, are responsive to the Staff’s comments. If you have any questions or would like further information concerning the Company’s responses to your comment letter, please do not hesitate to contact me at (833) 304-7336.
Securities and Exchange Commission
July 31, 2023
Page
Sincerely,
/s/
Bill Edmonds
Show Raw Text
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filename1.htm
DEEP
GREEN WASTE & RECYCLING, INC.
260
Edwards Plz, #21266
Saint
Simons Island, GA 31522
(833)
304-7336
July
31, 2023
United
States
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Energy & Transportation
Washington,
DC 20549
Re:
Deep
Green Waste & Recycling, Inc.
Registration
Statement on Form S-1
Filed
July 13, 2023
File
No. 333-273222
To
Whom It May Concern:
On
behalf of the Company, this letter sets forth the responses of the Company to the comments of the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated July 26, 2023 (the “Comment
Letter”) regarding the Staff’s review of the Company’s Registration
Statement on Form S-1 submitted July 13, 2023 (File No. 333-273222) (the “Filing”).
The Company’s responses set forth below correspond to the comments as numbered in the Comment Letter.
Registration Statement
on Form S-1 filed July 13, 2023
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholders, page 42
1.
Please
update the information in this section as of the most recent practicable date and ensure your disclosure reflects beneficial ownership
prior to the resale offering contemplated in this registration statement. In that regard, we note your disclosure of beneficial ownership
and percentage of common stock owned before offering in your selling shareholder table.
Response:
In response to the Staff’s comments, the Company has updated its beneficial ownership table as well as the selling
shareholder table.
Bill
Edmonds
Deep
Green Waste & Recycling, Inc.
July
31, 2023
Page
2
General
2.
We
note that your common stock is quoted on the OTC Pink Market and that the selling shareholders may offer, sell or distribute all
or a portion of the shares of common stock at prevailing market prices or at negotiated prices. Please note that the OTC Pink Market
is not an established public trading market into which a selling shareholder may offer and sell shares at other than a fixed price.
Accordingly, please revise your cover page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose a
fixed price at which the selling stockholders will offer and sell shares until your shares are listed on a national securities exchange
or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing market prices. Refer to Item 501(b)(3) of Regulation
S-K.
Response:
In response to the Staff’s comments, the Company has revised its disclosures throughout to disclose that the selling
shareholders may offer, sell or distribute their shares of common stock at a fixed price until our shares are listed on a national
securities exchange or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing market prices.
3.
Please
revise to provide, in a separate section, all of the information required by the applicable provisions of Item 404 of Regulation
S-K.
Response:
In response to the Staff’s comments, the Company has included information required by the applicable provisions
of Item 404 of Regulation S-K on page 41.
4.
Please
revise your signature page to comply with the requirements of Form S-1 and the instructions thereto.
Response:
In response to the Staff’s comments, the Company has revised its signature page to comply with the requirements
of Form S-1 and the instructions.
The
Company respectfully believes that the proposed modifications to the Registration Statement, and the supplemental information contained
herein, are responsive to the Staff’s comments. If you have any questions or would like further information concerning the Company’s
responses to your comment letter, please do not hesitate to contact me at (833) 304-7336.
Securities
and Exchange Commission
July
31, 2023
Page
3
Sincerely,
/s/
Bill Edmonds
Bill
Edmonds
Chief
Executive Officer
Cc:
Law Offices of Gary L. Blum, care of Gary L. Blum, Esquire