SEC Comment Letter for Evolution Development Group, Inc. (CIK 0001758533) — Jun 1, 2020
Evolution Development Group, Inc. (CIK 0001758533)
Date: June 1, 2020 · CIK: 0001758533 · Accession: 0000000000-20-004867
AI Filing Summary & Sentiment
File numbers found in text: 024-11127
Letter
United States securities and exchange commission logo June 1, 2020 John Norman Chief Executive Officer Evolution Development Group, Inc. 10949 Esteban Drive Ft. Myers, FL 33912 Re:Evolution Development Group, Inc. Amendment No. 3 to Offering Statement on Form 1-A Filed May 28, 2020 File No. 024-11127 Dear Mr. Norman: We have reviewed your amended offering 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. Please respond to this letter by amending your offering 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 offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 1, 2020 letter. Amendment No. 3 to Offering Statement on Form 1-A Part II Directors and Executive Officers, page 62 1.We note that you hired James Norman as your chief financial officer on April 23, 2020. To the extent he is related to John Norman, please add the disclosure required by Item 10(b) of Part II of Form 1-A.
FirstName LastNameJohn Norman Comapany NameEvolution Development Group, Inc. June 1, 2020 Page 2 FirstName LastName John Norman Evolution Development Group, Inc. June 1, 2020 Page 2 Exhibits 2.We note your response to comment 1 that you filed the written consent of Kendall Almerica. However, the consent does not appear to be filed as an exhibit or listed in your exhibit index on page 123. Please file the written consent of Kendall Almerica as an exhibit to your offering statement. In addition, please refile the employment agreements so that they are legible. 3.We note your testing the waters materials filed as Exhibit 17.13 to your offering statement. It does not appear that the advertisements you list beginning on page 13-26 of Exhibit 17.13 contain the statements required by Rule 255(b) of Regulation 1-A. Please add these statements to each of your testing the waters advertisements regarding your offering, including any statements you make regarding your offering on Twitter, Facebook and any other social media sites. 4.Please make arrangements with your auditors to revise their consent to use the correct registrant's name. You may contact Theresa Brillant at 202-551-3307 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
June 1, 2020
John Norman
Chief Executive Officer
Evolution Development Group, Inc.
10949 Esteban Drive
Ft. Myers, FL 33912
Re:Evolution Development Group, Inc.
Amendment No. 3 to
Offering Statement on Form 1-A
Filed May 28, 2020
File No. 024-11127
Dear Mr. Norman:
We have reviewed your amended offering 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.
Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 1, 2020 letter.
Amendment No. 3 to Offering Statement on Form 1-A
Part II
Directors and Executive Officers, page 62
1.We note that you hired James Norman as your chief financial officer on April 23, 2020.
To the extent he is related to John Norman, please add the disclosure required by Item
10(b) of Part II of Form 1-A.
FirstName LastNameJohn Norman
Comapany NameEvolution Development Group, Inc.
June 1, 2020 Page 2
FirstName LastName
John Norman
Evolution Development Group, Inc.
June 1, 2020
Page 2
Exhibits
2.We note your response to comment 1 that you filed the written consent of Kendall
Almerica. However, the consent does not appear to be filed as an exhibit or listed in your
exhibit index on page 123. Please file the written consent of Kendall Almerica as an
exhibit to your offering statement. In addition, please refile the employment agreements
so that they are legible.
3.We note your testing the waters materials filed as Exhibit 17.13 to your offering
statement. It does not appear that the advertisements you list beginning on page 13-26 of
Exhibit 17.13 contain the statements required by Rule 255(b) of Regulation 1-A. Please
add these statements to each of your testing the waters advertisements regarding your
offering, including any statements you make regarding your offering on Twitter, Facebook
and any other social media sites.
4.Please make arrangements with your auditors to revise their consent to use the correct
registrant's name.
You may contact Theresa Brillant at 202-551-3307 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services