SEC Comment Letter for AMERICAN REBEL HOLDINGS INC (AREB, AREBW) (CIK 0001648087) (AREB) — Jan 18, 2017
AMERICAN REBEL HOLDINGS INC (AREB, AREBW) (CIK 0001648087)
Date: Jan. 18, 2017 · CIK: 0001648087 · Accession: 0000000000-17-001855
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-55728
Referenced dates: December 20, 2016
Letter
Mail Stop 4631 January 18 , 201 7 Via E -Mail Charles A. Ross, Jr. President and Chief Executive Officer CubeScape, Inc. 1026 16th Avenue South Nashville, Tennessee 37212
Re: CubeScape, Inc. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14C Filed January 5 , 201 7 File No. 000-55728
Dear Mr. Ross:
We have reviewed your filing an d 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.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments app ly to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. We note your response to comment two in our letter dated December 20, 2016. P lease revise your information statement to provide all of the information required by Item 14 of Schedule 14A , as appropriate, including the Item 14 (b)(8) -(11) financial information . See Item 1 of Schedule 14C and Note A to Schedule 14A.
2. We note your respo nse to comment four in our letter dated December 20, 2016 and we are unable to concur with your analysis. We note that you seem to have nominal operations, nominal assets, and you are a shell company under Rule 12b -2 and you intend to complete a reverse m erger with American Rebel, Inc., a private operating business. Please confirm that the surviving entity will report the completion of the transaction under Items 2.01, 5.01 and 5.06 of Form 8 -K.
Charles A. Ross, Jr. CubeScape, Inc. January 18 , 201 7 Page 2
We remind you that the company and its manageme nt are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345 or, in her absence, me at (202) 551 -3397 with any questions.
Sincerely,
/s/ Jay Ingram
Show Raw Text
Mail Stop 4631 January 18 , 201 7 Via E -Mail Charles A. Ross, Jr. President and Chief Executive Officer CubeScape, Inc. 1026 16th Avenue South Nashville, Tennessee 37212 Re: CubeScape, Inc. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14C Filed January 5 , 201 7 File No. 000-55728 Dear Mr. Ross: We have reviewed your filing an d 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. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments app ly to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. We note your response to comment two in our letter dated December 20, 2016. P lease revise your information statement to provide all of the information required by Item 14 of Schedule 14A , as appropriate, including the Item 14 (b)(8) -(11) financial information . See Item 1 of Schedule 14C and Note A to Schedule 14A. 2. We note your respo nse to comment four in our letter dated December 20, 2016 and we are unable to concur with your analysis. We note that you seem to have nominal operations, nominal assets, and you are a shell company under Rule 12b -2 and you intend to complete a reverse m erger with American Rebel, Inc., a private operating business. Please confirm that the surviving entity will report the completion of the transaction under Items 2.01, 5.01 and 5.06 of Form 8 -K. Charles A. Ross, Jr. CubeScape, Inc. January 18 , 201 7 Page 2 We remind you that the company and its manageme nt are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345 or, in her absence, me at (202) 551 -3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief Office of Manufacturing and Construction Cc: Via E -Mail Blair Krueger, Esq.