SEC Company Response from Onar Holding Corp (ONAR) (CIK 0001682265) (ONAR) — Jan 12, 2017
Onar Holding Corp (ONAR) (CIK 0001682265)
Date: Jan. 12, 2017 · CIK: 0001682265 · Accession: 0001580695-17-000028
AI Filing Summary & Sentiment
File numbers found in text: 333-214274
Referenced dates: January 11, 2017, November 22, 2016
Show Raw Text
CORRESP
1
filename1.htm
January 12, 2017
Ms. Pamela Long
Assistant Director
Office of Manufacturing and Construction
U.S. Securities and Exchange Commission
Mail Stop 4631
Division of Corporate Finance
Washington, D.C. 20549
Re:
Reliant Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 28, 2016
File No. 333-214274
Dear Ms. Long:
On behalf of Reliant
Holdings, Inc., a Nevada corporation (the “Company”), we are providing the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) the below responses to the Staff’s comment
letter dated January 11, 2017, relating to the Company’s Registration Statement on Form S-1/A Amendment No. 1 (File No. 333-214274)
(the “Registration Statement”) filed with the Commission on December 28, 2016, in connection with the registration
for resale of 3,585,000 shares of the Company’s common stock (“Common Stock”) by the selling stockholders
named in the Registration Statement (collectively, the “Selling Stockholders”).
In connection with
these responses the Company is filing an Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”)
via EDGAR.
The Company’s
responses to the Staff’s comments are indicated below, directly following a restatement of each comment in bold type.
General
1. We
note your revised disclosure in response to comment 1 in our letter dated November 22, 2016. Please disclose in the prospectus
the entire supplemental response.
Ms. Pamela Long
January 12, 2017
Page 2 of 3
RESPONSE:
Amendment No. 2
has been updated with entire supplemental response to the Staff’s prior comment 1.
Risk Factors, page 9
Government regulations could increase
the cost of our construction . . ., page 16
We may incur additional operating
expenses or delays due to . . ., page 17
2. These
risk factors appear to cover the same risk. Please revise your registration statement to combine these two risk factors.
RESPONSE:
The Company has
combined the two risk factors into one risk factor in Amendment No. 2.
Government Regulations, page 37
3. We
note your revised disclosure in response to comment 14 in our letter dated November 22, 2016. Please reconcile your disclosure
that you do not bear the costs or liability associated with environmental laws and your disclosure that you build in the cost of
permitting and compliance with building codes with your risk factor disclosure on page 16 and page 17 that discusses the increased
costs and operating expenses you may incur related to environmental regulations and compliance requirements.
RESPONSE:
The Company currently
builds the cost of permitting and compliance into its current pricing, it cannot however build in the cost of potential future
liability for environmental matters which are currently unknown and can’t be estimated. The Company has clarified in the
updated risk factor that while it currently passes the costs of permitting and compliance on to its customers, if such costs increase
in the future, customers may be unwilling to pay such costs, and it could result in a decrease in demand for the Company’s
services or margins. The Company has also added similar disclosure under “Government Regulations”.
Management’s Discussion and
Analysis of Financial Condition . . ., page 40
4. We
note your response to comment 15 in our letter dated November 22, 2016 and we re-issue our comment. Please revise your disclosure
throughout this section to discuss the specific reasons for the changes in your operating results so that potential investors gain
better insight into your results, particularly for trend purposes and discerning future prospects. By way of example, when discussing
your increase in gross margin for the fiscal year ended December 31, 2015, you reference changes in pricing in the prior period.
It is not clear during which time period you lowered prices and when you raised your prices.
Ms. Pamela Long
January 12, 2017
Page 3 of 3
RESPONSE:
The Company has
expanded upon and clarified the reasons for the changes in its results of operations in Amendment No. 2.
Exhibit 5.1
5. We
note your counsel’s revised legal opinion refers specifically to Amendment No. 1 to your registration statement on Form S-1.
Please have counsel revise its opinion to relate to your next amendment to your registration statement and any potential amendments
thereafter.
RESPONSE:
The legal opinion
has been revised to relate to the registration statement and any potential amendments.
Yours
very truly,
/s/
John S. Gillies
John S. Gillies
Senior
Associate