SEC Comment Letter 0000000000-23-009404 to MADE IN USA INC. (USDW)
MADE IN USA INC.
Date: Aug. 25, 2023 · CIK: 0001977837 · Accession: 0000000000-23-009404
AI Filing Summary & Sentiment
File numbers found in text: 333-272825
Letter
United States securities and exchange commission logo August 25, 2023 Roman Zhezhel President Alixo-Yolloo Corporation 1065 SW 8th St Miami, FL 33130 Re:Alixo-Yolloo Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed August 11, 2023 File No. 333-272825 Dear Roman Zhezhel: 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 July 19, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Risk Factors We Solely Dependent Upon the Funds Raised In This Offering ..., page 11 1.You indicate on page 11 that "Mr. Sadakbayev has no formal commitment, arrangement, or legal obligation to advance or loan funds to the company. " Your loan agreement filed as Exhibit 10.1, indicates that Mr. Sadakbayev "has agreed to loan the Loan Amount [up to $43,000] to the Company in the event of not raising sufficient amount of funds from the offering in accordance to the Form S-1 registration statement of the Company." Please revise to reconcile.
FirstName LastNameRoman Zhezhel Comapany NameAlixo-Yolloo Corporation August 25, 2023 Page 2 FirstName LastName Roman Zhezhel Alixo-Yolloo Corporation August 25, 2023 Page 2 Management's Discussion and Analysis or Plan of Operation Results of Operations, page 23 2.We note your response to prior comment 3 regarding the source of your revenue in fiscal year 2022, which appears to be selling a piece of discontinued software for $2,245. Please incorporate this response into your registration statement in your Results of Operations discussion. Further, we note that your revenues for the fiscal quarter ended May 31, 2023 was $7,933. Similarly, please disclose the source of this revenue given your mobile app has not been monetized yet and has not generated revenue according to your response to prior comment 4. Description of Business, page 25 3.Please incorporate your response to prior comment 4 in your registration statement regarding your business plan and the development of the app. In particular, please disclose that the Alixo app has not experienced any downloads or registered users. You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Blaze Gries, CPA
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United States securities and exchange commission logo
August 25, 2023
Roman Zhezhel
President
Alixo-Yolloo Corporation
1065 SW 8th St
Miami, FL 33130
Re:Alixo-Yolloo Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed August 11, 2023
File No. 333-272825
Dear Roman Zhezhel:
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 July 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
We Solely Dependent Upon the Funds Raised In This Offering ..., page 11
1.You indicate on page 11 that "Mr. Sadakbayev has no formal commitment, arrangement,
or legal obligation to advance or loan funds to the company. " Your loan agreement filed
as Exhibit 10.1, indicates that Mr. Sadakbayev "has agreed to loan the Loan Amount [up
to $43,000] to the Company in the event of not raising sufficient amount of funds from the
offering in accordance to the Form S-1 registration statement of the Company." Please
revise to reconcile.
FirstName LastNameRoman Zhezhel
Comapany NameAlixo-Yolloo Corporation
August 25, 2023 Page 2
FirstName LastName
Roman Zhezhel
Alixo-Yolloo Corporation
August 25, 2023
Page 2
Management's Discussion and Analysis or Plan of Operation
Results of Operations, page 23
2.We note your response to prior comment 3 regarding the source of your revenue in fiscal
year 2022, which appears to be selling a piece of discontinued software for $2,245. Please
incorporate this response into your registration statement in your Results of Operations
discussion. Further, we note that your revenues for the fiscal quarter ended May 31, 2023
was $7,933. Similarly, please disclose the source of this revenue given your mobile app
has not been monetized yet and has not generated revenue according to your response to
prior comment 4.
Description of Business, page 25
3.Please incorporate your response to prior comment 4 in your registration statement
regarding your business plan and the development of the app. In particular, please
disclose that the Alixo app has not experienced any downloads or registered users.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Blaze Gries, CPA