SEC Comment Letter 0000000000-22-013766 to Bellatora, Inc. (ECGR) (CIK 0001945619) (KSEZ)
Bellatora, Inc. (ECGR) (CIK 0001945619)
Date: Dec. 21, 2022 · CIK: 0001945619 · Accession: 0000000000-22-013766
AI Filing Summary & Sentiment
File numbers found in text: 000-56478
Letter
United States securities and exchange commission logo December 21, 2022 Erik S. Nelson Chief Executive Officer Bellatora, Inc. 2030 Powers Ferry Road SE, Suite #212 Atlanta, GA 30339 Re:Bellatora, Inc. Amendment No. 1 to Registration Statement on Form 10-12G Filed December 1, 2022 File No. 000-56478 Dear Erik S. Nelson: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 15, 2022 letter. Amendment No. 1 to Registration Statement on Form 10-12G filed December 1, 2022 Item 1A. Risk Factors Risks Related to Our Securities, page 12 1.We note your response to comment 1. Please further revise the page 14 risk factor on Rule 144 sales in the future to clearly reflect that you are a shell company and thus Rule 144 is not currently available for resales.
FirstName LastNameErik S. Nelson Comapany NameBellatora, Inc. December 21, 2022 Page 2 FirstName LastName Erik S. Nelson Bellatora, Inc. December 21, 2022 Page 2 Item 2. Financial Information Results of Operations for the Period Ended December 31, 2021 Compared to the Year Ended December 31, 2020, page 17 2.We note your response to comment 3. We reissue the comment in part, please revise to address the material terms of the extinguished debt and quantify the principal and interest outstanding at the time the debt was extinguished. Financial Statements for the Three and Six Months Ended June 30, 2022 and 2021, page F-10 3.Please revise to include updated unaudited interim financial statements as of and for the three and nine months ended September 30, 2022 and 2021, as required by Rule 8- 08 of Regulation S-X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at 202-551-3438 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Robert J. Mottern, Esq.
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United States securities and exchange commission logo
December 21, 2022
Erik S. Nelson
Chief Executive Officer
Bellatora, Inc.
2030 Powers Ferry Road SE, Suite #212
Atlanta, GA 30339
Re:Bellatora, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed December 1, 2022
File No. 000-56478
Dear Erik S. Nelson:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments. Unless we note otherwise, our references to prior
comments are to comments in our October 15, 2022 letter.
Amendment No. 1 to Registration Statement on Form 10-12G filed December 1, 2022
Item 1A. Risk Factors
Risks Related to Our Securities, page 12
1.We note your response to comment 1. Please further revise the page 14 risk factor on
Rule 144 sales in the future to clearly reflect that you are a shell company and thus Rule
144 is not currently available for resales.
FirstName LastNameErik S. Nelson
Comapany NameBellatora, Inc.
December 21, 2022 Page 2
FirstName LastName
Erik S. Nelson
Bellatora, Inc.
December 21, 2022
Page 2
Item 2. Financial Information
Results of Operations for the Period Ended December 31, 2021 Compared to the Year Ended
December 31, 2020, page 17
2.We note your response to comment 3. We reissue the comment in part, please revise to
address the material terms of the extinguished debt and quantify the principal and interest
outstanding at the time the debt was extinguished.
Financial Statements for the Three and Six Months Ended June 30, 2022 and 2021, page F-10
3.Please revise to include updated unaudited interim financial statements as of and for the
three and nine months ended September 30, 2022 and 2021, as required by Rule 8-
08 of Regulation S-X.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Robert J. Mottern, Esq.