SEC Comment Letter for Azar International Corp. (LQLY) (CIK 0001787123) — Jan 30, 2020
Azar International Corp. (LQLY) (CIK 0001787123)
Date: Jan. 30, 2020 · CIK: 0001787123 · Accession: 0000000000-20-000866
AI Filing Summary & Sentiment
File numbers found in text: 333-234137
Letter
January 30, 2020 Hilario Lopez Vargas President, Treasurer, Secretary and Director Azar International Corp. Carretera Turistica, Luperon, 12th km, No. 7 Grand Parada, Puerto Plata, Dominican Republic Re:Azar International Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 17, 2020 File No. 333-234137 Dear Mr. Lopez Vargas: We have reviewed your amended registration 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 registration 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 registration 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 November 5, 2019 letter. Amendment No. 1 to Registration Statement on Form S-1 General 1.We note your response to our prior comment 5. We continue to believe that you appear to be a shell company as defined in Rule 405 under the Securities Act of 1933. In this regard, we note that you have had no operating revenues since inception on September 20, 2018, and your assets consist only of cash or cash equivalents. Please disclose on the cover page and in the risk factors section that you are a shell company and discuss the restrictions imposed on such companies. In addition, please revise your disclosure under “Future Sales By Existing Stockholders” on page 16 accordingly.
FirstName LastNameHilario Lopez Vargas Comapany NameAzar International Corp. January 30, 2020 Page 2 FirstName LastName Hilario Lopez Vargas Azar International Corp. January 30, 2020 Page 2 Exhibits 2.We note that the date of your auditor's consent filed as Exhibit 23.1 appears to incorrectly reference the year 2019. Please revise as necessary. You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan Horowitz, Accounting Branch Chief, at 202-551-3331 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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January 30, 2020
Hilario Lopez Vargas
President, Treasurer, Secretary and Director
Azar International Corp.
Carretera Turistica, Luperon, 12th km, No. 7
Grand Parada, Puerto Plata, Dominican Republic
Re:Azar International Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 17, 2020
File No. 333-234137
Dear Mr. Lopez Vargas:
We have reviewed your amended registration 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 registration 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 registration 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 November 5, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to our prior comment 5. We continue to believe that you appear to
be a shell company as defined in Rule 405 under the Securities Act of 1933. In this
regard, we note that you have had no operating revenues since inception on September 20,
2018, and your assets consist only of cash or cash equivalents. Please disclose on the
cover page and in the risk factors section that you are a shell company and discuss the
restrictions imposed on such companies. In addition, please revise your disclosure under
“Future Sales By Existing Stockholders” on page 16 accordingly.
FirstName LastNameHilario Lopez Vargas
Comapany NameAzar International Corp.
January 30, 2020 Page 2
FirstName LastName
Hilario Lopez Vargas
Azar International Corp.
January 30, 2020
Page 2
Exhibits
2.We note that the date of your auditor's consent filed as Exhibit 23.1 appears to incorrectly
reference the year 2019. Please revise as necessary.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan
Horowitz, Accounting Branch Chief, at 202-551-3331 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation