Correspondence 0001493152-24-039141 from Rocky Mountains Group Ltd (CIK 0002034288)
Rocky Mountains Group Ltd (CIK 0002034288)
Date: Oct. 2, 2024 · CIK: 0002034288 · Accession: 0001493152-24-039141
AI Filing Summary & Sentiment
File numbers found in text: 333-281852
Letter
Via Edgar Division of Corporation Finance Attention: Kate Beukenkamp Re: Rocky Mountains Group Ltd Registration Statement on Form S-1 Filed August 30, 2024 File No. 333-281852
Dear Sir or Madam:
Rocky Mountains Group Ltd. (the “Company”) is filing amendment number 1 (the “Amendment”) to the Registration Statement on Form S-1 (the “Registration Statement”) in response to your recent review letter addressed to Zonghan Wu, Chief Executive Officer of the Company, dated September 26, 2024 (the “SEC Letter”). This response letter, along with the amended Offering Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.
Registration Statement on Form S-1 filed August 30, 2024
Cover page
1. We note that your Chief Executive Officer, Mr. Zonghan Wu, currently owns and controls 100% of the voting power of your outstanding stock and will own and control 71.43% of the voting power should he sell all of his shares. Please revise your cover page disclosure to reflect the same. We note your risk factor beginning “Our President, Zonghan Wu, owns and controls...” on page 6.
Response: We have updated the cover page in the Registration Statement as requested.
Risk Factors, page 4
2. Please revise to provide a risk factor discussing your ability to continue as a going concern. We note the discussion of the substantial doubt as to your ability to continue as a going concern reflected in the report of your independent registered public accountant as well as footnote 2 to your financial statements on page F-7.
Response: We have updated and provided a risk factor discussing our ability to continue as a going concern in the Registration Statement as requested
Risks Relating to our Company and Our Industry
We may fail to establish and maintain strategic relationships., page 5
3. We note your risk factor discussion here that you intend to seek out and enter into strategic alliances and the challenges you may face entering into “strategic partnerships” on commercially reasonable terms. We acknowledge that it appears that this planned business activity is prospective; however, please revise to briefly expand your discussion to describe with what types of parties you intend to seek, establish and maintain these strategic relationships.
Response: We have briefly expanded our discussion to describe with what types of parties we intend to seek, establish and maintain these strategic relationships as requested.
Our President, Zonghan Wu, owns and controls 100% of the voting power..., page 6
4. It does not appear that Mr. Wu is selling any of his own shares in the offering; therefore, please delete the reference to Mr. Wu “sell[ing] all of his shares pursuant to the resale offering” or advise.
Response: We have updated the Registration Statement as requested.
Our principal executive offices are located in New Zealand and our Company has a non-U.S.
resident..., page 6
5. Please revise your risk factor discussion here to briefly elaborate on the specific limitations to the enforceability of civil liability provisions of U.S. federal securities laws against the company’s Officers and Directors. For example, discuss the limitations specific to New Zealand or any other relevant jurisdictions as applicable as we note that company assets are described as being located in foreign jurisdictions (i.e., more than one jurisdiction).
Response: We have updated the Registration Statement as requested.
We are an “emerging growth company” under the JOBS Act of 2012..., page 7
6. Please revise your disclosure here and elsewhere as necessary to reflect the current revenue threshold for remaining an emerging growth company (i.e., if your revenues exceed $1.235 billion as compared to the $1 billion threshold currently disclosed). Refer to Exchange Act Rule 12b-2.
Response: We have updated the Registration Statement as requested.
Risks Relating to the Company’s Securities
We do not intend to pay dividends on our common stock., page 8
7. Please revise this risk factor to concisely explain how each risk affects the registrant or the securities being offered. In this regard, we note that you state that you have no intention to declare or pay any cash dividend; however the disclosure does not address how this may impact you, your common stock, or stockholders. In this regard, we note that there may be additional risk factors where this comment similarly applies, for example, the risk factor beginning “[e]ven if our shares become publicly quoted...” on page 9. Refer to Item 105 of Regulation S-K.
Response: We have updated the Registration Statement as requested.
Description of Business
Session 1: Financial Management Knowledge, Tool and Resources, page 17
8. Please revise your disclosure here and on pages 16 and 18 to provide brief additional detail associated with the referenced “studies,” such as the studies showing that “New Zealanders lack sufficient confidence in their financial knowledge and skills.”
Response: We have updated the Registration Statement as requested.
Marketing, page 19
9. Please revise your disclosure to make clear that your website, www.rockymountainsgroup.com, is not currently operational and does not appear to be meaningfully functional. Provide any revisions to address the timeline or other context for when the website will be functional. We note that you intend to use your website to assist in building and marketing your business.
Response: Our website, www.rockymountainsgroup.com, is always operational. We checked with our website designer. The website was under maintenance when accessing, and is back to normal now.
Pricing, page 19
10. We note that you generate revenues by providing PFL Seminar services to New Zealand individuals and families and that this service operates on a flat fee, currently proposed as $5,000 for each client. Further, we note that that to date you have generated $10,000 in revenues from the offering of a single PFL Seminar. Please revise your disclosure here and elsewhere throughout your registration statement as appropriate to make clear whether “a client” refers to individuals, a family business involving more than one individual, or both. Provide this information generally and in the specific instance of the single PFL Seminar provided to date.
Response: A client” refers to one individual. The Company generated revenue in the amount of $10,000. The revenue was generated as a result of the Company having provided two Personal Financial Literacy Seminars (PFL Seminar) to two participant(s). We have updated page 15 & 19 in the Registration Statement as requested
Dilution, page 21
11. It appears your net tangible book value at May 31, 2024 is $(1,933). Please revise this amount where shown here and related per share before the offering amount.
Response: We have updated the Registration Statement as requested.
Exhibits to Registration Statement, page 30
12. Please include a consent of your auditor for the inclusion of their report in this registration statement.
Response: We have added exhibit 23.1 and updated the Registration Statement as requested.
Report of Independent Registered Public Accounting Firm, page F2
13. Please have your auditors revise their report to state, if true, the procedures and opinion are for the period from July 25, 2023 (date of inception) to May 31, 2024 regarding all financial statements other than the balance sheet.
Response: We have updated the Registration Statement as requested.
Notes to Financial Statements, page F7
14. Please revise the notes to the financial statements to remove duplication of the numbering of the notes.
Response: We have updated the Registration Statement as requested.
Exhibit 5.1
15. Please revise the first paragraph of the opinion to reflect the offering accurately. In this regard, we note that the offering price is $.15 per share, and that the offering is a primary offering by the company as opposed to a resale offering by selling shareholders.
Response: We have added exhibit 5.2 and updated the Registration Statement as requested.
We are aware 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. Please let me know if you need anything further.
Sincerely,
Rocky
Mountains Group Ltd
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CORRESP
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filename1.htm
Rocky
Mountains Group Ltd
E
242 Bucklands Beach Road, Bucklands Beach
Auckland
2012, New Zealand
October
2, 2024
Via
Edgar
United
State Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E.
Washington,
DC 20549
Attention:
Kate
Beukenkamp
Lilyanna
Peyser
Abe
Friedman
Doug
Jones
Re:
Rocky
Mountains Group Ltd
Registration
Statement on Form S-1
Filed
August 30, 2024
File
No. 333-281852
Dear
Sir or Madam:
Rocky
Mountains Group Ltd. (the “Company”) is filing amendment number 1 (the “Amendment”) to the Registration Statement
on Form S-1 (the “Registration Statement”) in response to your recent review letter addressed to Zonghan Wu, Chief Executive
Officer of the Company, dated September 26, 2024 (the “SEC Letter”). This response letter, along with the amended Offering
Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.
Registration
Statement on Form S-1 filed August 30, 2024
Cover
page
1. We
note that your Chief Executive Officer, Mr. Zonghan Wu, currently owns and controls 100%
of the voting power of your outstanding stock and will own and control 71.43% of the voting
power should he sell all of his shares. Please revise your cover page disclosure to reflect
the same. We note your risk factor beginning “Our President, Zonghan Wu, owns and controls...”
on page 6.
Response:
We have updated the cover page in the Registration Statement as requested.
Risk
Factors, page 4
2. Please
revise to provide a risk factor discussing your ability to continue as a going concern. We
note the discussion of the substantial doubt as to your ability to continue as a going concern
reflected in the report of your independent registered public accountant as well as footnote
2 to your financial statements on page F-7.
Response:
We have updated and provided a risk factor discussing our ability to continue as a going concern in the Registration Statement as requested
Risks
Relating to our Company and Our Industry
We
may fail to establish and maintain strategic relationships., page 5
3. We
note your risk factor discussion here that you intend to seek out and enter into strategic
alliances and the challenges you may face entering into “strategic partnerships”
on commercially reasonable terms. We acknowledge that it appears that this planned business
activity is prospective; however, please revise to briefly expand your discussion to describe
with what types of parties you intend to seek, establish and maintain these strategic relationships.
Response:
We have briefly expanded our discussion to describe with what types of parties we intend to seek, establish and maintain these strategic
relationships as requested.
Our
President, Zonghan Wu, owns and controls 100% of the voting power..., page 6
4. It
does not appear that Mr. Wu is selling any of his own shares in the offering; therefore,
please delete the reference to Mr. Wu “sell[ing] all of his shares pursuant to the
resale offering” or advise.
Response:
We have updated the Registration Statement as requested.
Our
principal executive offices are located in New Zealand and our Company has a non-U.S.
resident...,
page 6
5. Please
revise your risk factor discussion here to briefly elaborate on the specific limitations
to the enforceability of civil liability provisions of U.S. federal securities laws against
the company’s Officers and Directors. For example, discuss the limitations specific
to New Zealand or any other relevant jurisdictions as applicable as we note that company
assets are described as being located in foreign jurisdictions (i.e., more than one jurisdiction).
Response:
We have updated the Registration Statement as requested.
We
are an “emerging growth company” under the JOBS Act of 2012..., page 7
6. Please
revise your disclosure here and elsewhere as necessary to reflect the current revenue threshold
for remaining an emerging growth company (i.e., if your revenues exceed $1.235 billion as
compared to the $1 billion threshold currently disclosed). Refer to Exchange Act Rule 12b-2.
Response:
We have updated the Registration Statement as requested.
Risks
Relating to the Company’s Securities
We
do not intend to pay dividends on our common stock., page 8
7. Please
revise this risk factor to concisely explain how each risk affects the registrant or the
securities being offered. In this regard, we note that you state that you have no intention
to declare or pay any cash dividend; however the disclosure does not address how this may
impact you, your common stock, or stockholders. In this regard, we note that there may be
additional risk factors where this comment similarly applies, for example, the risk factor
beginning “[e]ven if our shares become publicly quoted...” on page 9. Refer to
Item 105 of Regulation S-K.
Response:
We have updated the Registration Statement as requested.
Description
of Business
Session
1: Financial Management Knowledge, Tool and Resources, page 17
8. Please
revise your disclosure here and on pages 16 and 18 to provide brief additional detail associated
with the referenced “studies,” such as the studies showing that “New Zealanders
lack sufficient confidence in their financial knowledge and skills.”
Response:
We have updated the Registration Statement as requested.
Marketing,
page 19
9. Please
revise your disclosure to make clear that your website, www.rockymountainsgroup.com, is not
currently operational and does not appear to be meaningfully functional. Provide any revisions
to address the timeline or other context for when the website will be functional. We note
that you intend to use your website to assist in building and marketing your business.
Response:
Our website, www.rockymountainsgroup.com, is always operational. We checked with our website designer. The website was under maintenance
when accessing, and is back to normal now.
Pricing,
page 19
10. We
note that you generate revenues by providing PFL Seminar services to New Zealand individuals
and families and that this service operates on a flat fee, currently proposed as $5,000 for
each client. Further, we note that that to date you have generated $10,000 in revenues from
the offering of a single PFL Seminar. Please revise your disclosure here and elsewhere throughout
your registration statement as appropriate to make clear whether “a client” refers
to individuals, a family business involving more than one individual, or both. Provide this
information generally and in the specific instance of the single PFL Seminar provided to
date.
Response:
A client” refers to one individual. The Company generated
revenue in the amount of $10,000. The revenue was generated as a result of the Company having provided two Personal Financial Literacy
Seminars (PFL Seminar) to two participant(s). We have updated page 15 & 19 in the Registration Statement as requested
Dilution,
page 21
11. It
appears your net tangible book value at May 31, 2024 is $(1,933). Please revise this amount
where shown here and related per share before the offering amount.
Response:
We have updated the Registration Statement as requested.
Exhibits
to Registration Statement, page 30
12. Please
include a consent of your auditor for the inclusion of their report in this registration
statement.
Response:
We have added exhibit 23.1 and updated the Registration Statement as requested.
Report
of Independent Registered Public Accounting Firm, page F2
13. Please
have your auditors revise their report to state, if true, the procedures and opinion are
for the period from July 25, 2023 (date of inception) to May 31, 2024 regarding all financial
statements other than the balance sheet.
Response:
We have updated the Registration Statement as requested.
Notes
to Financial Statements, page F7
14. Please
revise the notes to the financial statements to remove duplication of the numbering of the
notes.
Response:
We have updated the Registration Statement as requested.
Exhibit
5.1
15. Please
revise the first paragraph of the opinion to reflect the offering accurately. In this regard,
we note that the offering price is $.15 per share, and that the offering is a primary offering
by the company as opposed to a resale offering by selling shareholders.
Response:
We have added exhibit 5.2 and updated the Registration Statement as requested.
We
are aware 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. Please let me know if you need anything further.
Sincerely,
Rocky
Mountains Group Ltd
/s/
Zonghan Wu
Zonghan
Wu
CEO