Correspondence 0001493152-24-008353 from REELCAUSE INC (RCIT) (CIK 0002008670)
REELCAUSE INC (RCIT) (CIK 0002008670)
Date: Feb. 29, 2024 · CIK: 0002008670 · Accession: 0001493152-24-008353
AI Filing Summary & Sentiment
File numbers found in text: 000-56627
Referenced dates: February 13, 2024
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CORRESP
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filename1.htm
BARNETT
& LINN
ATTORNEYS
AT LAW
60
Kavenish Drive, Rancho Mirage, CA 92270
www.barnettandlinn.com
WILLIAM
B. BARNETT
TELEPHONE:
442-599-1299
Attorney/Principal
wbarnett@wbarnettlaw.com
February
29, 2024
Division
of Corporation Finance
Office
of real Estate and Construction
Securities
and Exchange Commission
100
F Street NE
Washington
D.C. 20549
Attn:
Ameen
Hamady, Accountant
Isaac
Esquivel, Accountant
Catherine
De Loenzo, Attorney
Pam
Long, Attorney
Reelcause
Inc. (“Registrant” and/or “Company”)
Amendment
No. 1 to Registration Statement on Form 10-12G
Filed
on January 18, 2024
File
No. 000-56627
Gentlepersons:
The
Registrant hereby files its Amendment No. 1 to Registration Statement on Form 10-12G (“Amendment No. 1”). The Amendment No.
1 has been revised in accordance with the Commission’s comment letter dated February 13, 2024 (“Comment Letter”).
To
assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 1 “marked to show changes”,
and our responses below correspond to each comment number in the Comment Letter.
Registration
Statement on Form 10-12G
Risk
Factors, page 7
1.
In response to your comment, we have revised the disclosure under this Risk Factor and have revised the Job History’s of the
officers and directors listed in Item 5.
Executive
Compensation, page 21
2.
In response to your comment, we have added compensation disclosure for fiscal year ended December 31, 2023.
Item
7. Certain Relationships and Related Transactions. Page 22
3.
In responses to your comment, we have added disclosure under the aforementioned heading on page 22 consistent with such disclosures
set forth in Note 4 to the Registrant’s audited financial statements.
SEC
Reelcause
Inc.
February
29, 2024
The
Company’s executive officers are in a position to influence certain actions requiring shareholder vote, page 25.
4.
In responses to your comment, we have deleted one and added two new Risk Factors on page 12, and added footnote 3 on page 20,
regarding the percentage of shares owned by executive officers and their voting power percentage.
Exhibits
5.
In accordance with your comment we have added attached amendments to Exhibit 3.1 the Articles of Incorporation. Unfortunately, the
original Articles of Incorporation set forth as Exhibit 3.1 are exactly as filed with the State of Nevada. There is nothing missing.
It may be that they were incorrectly numbered when filed.
General
6.
Your Comment 6 is duly noted and will be followed by the Registrant.
7.
No officer or director is involved with any other Blank Check or Shell Company; we have added a paragraph to this effect under Item
7. “Involvement with other blank check or shell companies” on page 22.
8.
The website in question has been deleted from the internet. This was a left over from prior management. We apologize for this
oversight. However we can disclose to you, that although the CEO/CFO is located in Korea the Company does not do any business in
Korea. The Company is currently seeking an operating business in the United States. The Korean government does not control Mr.
Jeon’s actions as an officer of a U.S. company.
9.
Please see are response to Comment 8 above. In addition we have removed all reference to a Company website. ReelCause R&D and
Reelcause Inc. are the same company. The name was changed incorrectly for a few weeks. It was later changed back to Reelcause Inc.
with an amendment filed with Nevada on October 2, 2023.
We
believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon
as possible should you have any further questions or comments.
Thank
you for your cooperation and courtesies in this matter.
Very
truly yours,
Barnett
& Linn
William
B. Barnett