301 Yamato Road, Suite 1240 Boca Raton, FL 33431 Publicly Traded Stock: TRTB |
March 20, 2015
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: | True 2 Beauty, Inc. |
Registration Statement on Form S-1 | |
Filed February 2, 2015 | |
Amendment No. 1 to Registration Statement on Form S-1 | |
Filed February 6, 2015 | |
File No. 333-201811 |
Dear Ms. Ransom:
On behalf of True 2 Beauty, Inc., a Nevada company (the “Company”), we hereby provide responses to comments (the “Comments) of the staff of the U.S. Securities and Exchange Commission (the “Staff”) issued in a letter dated March 2, 2015 (the “Staff’s Letter”) regarding the Company’s above-referenced Registration on Form S-1, as filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 6, 2015. In order to facilitate your review, we have responded to each of the Comments set forth in the Staff’s Letter, on a point-by-point basis. The Comments are set forth below in bold font and our response follows each respective Comment. Terms used but not defined herein have the respective meanings assigned thereto in the Form S-1.
General
1. | It appearsthatyoumaybeashell companyasdefined inSecuritiesAct Rule 405,becauseyou havenoor nominalassetsrelated toyourintendedbusiness, andyou havenoor nominaloperationsrelated toyourintended business.Accordingly, please reviseyourprospectus,includingthecover pageand prospectussummary, todisclose thatyouare ashellcompany; please furtherdisclose in appropriateplaces, includingtheRiskFactorssection, theconsequences,challenges andrisks ofthatstatus,suchas the restrictions onyourabilityto useregistrationstatements onFormS-8, thelimitations ontheabilityofyoursecurityholders to useRule 144and the potentialreduced liquidityorilliquidity ofyour securities.Ifyoudo not believeyou areashellcompany,pleaseprovide uswithyourlegalanalysis in support ofyourbelief. |
True 2 Beauty, Inc.
March 20, 2015
Page 2
Response to Comment 1
We do not believe we are a shell company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934. We have exerted substantial efforts towards the development of our online shopping platform and marking and authentication services. We had revenue of $35,240 and $79,496 for the years ended March 31, 2014 and 2013, respectively. As evidenced below, we have engaged in a committed business plan of launching our online shopping platform and offering our marking and authentication services by the end of 2015.
Since January 2012 to present, our Chief Executive Officer has oversaw and directed our business activities by, among other things, developing our business concept and coordinating the work of our 3 full time consultants who are: (a) our IT/Programming Consultant, who from July 14, 2014 to present, has been building our website, which includes all backend and front end programming; (b) our Web Designer & Marketing Consultant (working part-time from fall of 2013 to summer 2014 and full-time from August 2014 to present), who is designing our website for the user experience, which includes graphic design and functionality and developing marketing strategies to identify our potential customers, which will include television advertising, print, radio, and online outreach; (c) our Business Development/Marketing/Project Manager (working for us on a full-time basis since January 2012 and who has 35 years of marketing, branding and retail experience) who collaborates on our overall business concepts/goals by overseeing and coordinating the foregoing consultants’ work, attending industry events, including having attended marketing and promotional events surrounding the NBA All-Star week in February 2015 and regional trade shows related to sports merchandise, such as the Sports Licensing Show (Dallas, Texas) in August 2014 and meeting with current and retired professional athletes for them to act as spokesman for our website and sell or promote their memorabilia on our website. Our consultants all work in coordination with one another towards a common goal of completing our online marketplace platform and have collectively worked over 5,000 hours towards that goal. This includes multiple daily conference calls with our Chief Executive Officer and consultants and sharing an office in Las Vegas, Nevada for the past 3 months.As of March 17, 2015, the site is approximately 80% completed, including all of the underlying coding for the database structure, security, registration, and many other key components, as well as the basic design, functionality, and content for the site. We anticipate the site going into an early stage internal beta test by the end of March 2015.
We have also engaged in efforts to promote our planned website and marking and authentication services. We hired a paid spokesperson, Bobby Grich, to promote our website and services. We are attempting to secure agreements with partners, such as the NBA Retired Players Association and NBA Players Association to introduce and support us by increasing the strength of the brand and secure individual agreements with active and retired NBA Players that would bring their sports items to our site for sale to our online population.
We have performed the following tasks in connection with our planning marking and authentication services:
· | Secured the Heads of Agreement with Applied DNA Sciences, Inc. |
· | Researched and engaged in discussions with other marking and authentication services. |
True 2 Beauty, Inc.
March 20, 2015
Page 3
As evidenced by the foregoing, we have had operations and revenues that arise well above the “nominal” level. From its inception and especially since April 2014 while engaging in our current business plan, management has been actively pursuing its business plan through the several avenues and tasks described above. In SEC Release No. 33-8869, the SEC, addressed the meaning of “nominal” in footnote 172, which states “[c]contrary to commenters’ concerns, Rule 144(i)(1)(i) is not intended to capture a “startup company”. In other words, we believe that a company with a limited operating history, in the definition of a reporting or non-reporting shell company, does not meet the condition of having “no or nominal operations”, especially considering the substantial development efforts described above. As the SEC noted in footnote 172, it is inappropriate for the SEC to tag a company with a shell designation just because it is new, small and just starting to get its business to market. In conjunction therewith, we have substantially completed our efforts to accomplish our initial goals of completing our website by May 2015, going live with our website by June 2015 and commencing our marking and authentication services at that time and generating revenues thereafter from our online platform.
2. | Please provide uswith copies of allwrittencommunications,asdefined inRule 405under theSecuritiesAct,thatyou, oranyoneauthorized to do so onyour behalf,presenttopotentialinvestorsinrelianceon Section5(d)of theSecuritiesAct, whether ornot theyretaincopies ofthe communications. |
Response to Comment 2
Neither the Company nor anyone authorized to act on its behalf, presented or otherwise provided any such communications.
3. | In theappropriate placeinyourprospectus pleasedisclose howtheofferingprice wasdetermined.PleaseseeItem 505 of Regulation S-K andItem 5 to Form S-1. |
Response to Comment 3
We have included a section “Determination of Offering Price: and have included the following disclosure:
“The offering price of the shares of Common Stock offered by the Selling Security Holders was determined by the Conversion price of $0.02 provided in the Convertible Note Agreements with the Selling Security Holders. The Note Agreements’ contract price was a negotiated price between us and the Note Holders; however, the trading price of the shares on the OTC Pinks during the month from September 2014 to October 2014 (from $0.02 to $0.03) was considered in determining the Note Agreement contract price.”
True 2 Beauty, Inc.
March 20, 2015
Page 4
FrontCover ofProspectus
4. | Pleasenotethedate of the prospectus at the bottom of thecoverpageshould be theapproximatedate oftheeffectiveness of theregistration statement.SeeRule 423 ofRegulation C. |
Response to Comment 4
We have adjusted the date as appropriate.
ProspectusSummary, page1
5. | Revise to clarifythat thesummaryhighlights“material”ratherthan“selected”information. |
Response to Comment 5
We have disclosed that the summary highlights “material” information rather than “selected” information.
6. | Prominentlydisclose on the firstpagethatyourauditorshave raised substantial doubtastoyour abilityto continueas agoingconcern.Also,discloseyouare a developmentstagecompany, havenoorlimitedactive businessoperations, norevenues,and nosignificantassets. Further, quantifytheamount offundingyou willneed toraiseover thenext 12 monthstocontinuein business.This commentalsoapplies toyourdisclosures inyourDescription ofBusinesssection.Withregard toyour fundingneeds,wenoteyourRiskFactor, “Wewill requireadditionalcapitaltoconduct ouroperationsand supportbusinessgrowth..,”discussingyour fundingneedsandyourburn rate. Please provide asimilardiscussion. |
Response to Comment 6
We have included on the first page of the prospectus disclosure regarding:
· | the going concern opinion |
· | our funding needs (also discussed elsewhere in the prospectus) |
· | we have limited active business operations, and no significant assets |
SummaryofFinancialInformation,page4
7. | Please reviseyourdisclosureto alsostate wherethe financialinformationfor the6monthsendedSeptember30, 2013wasderivedfrom. |
Response to Comment 7
We have revised our financial information to reflect the nine months ended December 31, 2014 and disclosed that the source of the financial information for the nine months ended December 31, 2014 and 2013 is our unaudited financial statements for that same period.
True 2 Beauty, Inc.
March 20, 2015
Page 5
RiskFactors, page6
8. | Please add ariskfactorto disclosethatyour ChiefFinancialOfficer is notafull-timeemployee andclarifyhowmuch time heintends todevote toyourcompany.Pleasealsodisclosethat heserves asChiefFinancialOfficer for severalotherpublicandprivatecompaniesand therisk that hemaynot be ableto devotethe time andresourcesyourbusiness mayrequire,especiallyconsideringyouaretryingto developyourdisclosurecontrols andprocedures,internalcontrolsoverfinancial reportingand accountingsystems. |
Response to Comment 8
We have added a risk factor to disclose the risks associated with Chief Financial Officer working for us on part-time basis.
Dilution,page23
9. | Youareregisteringshares that would beissued ifinvestorsconverttheir promissorynotesand that conversion willhaveadilutive effect.Please add asection thatdiscussesdilutionbased upon theissuanceofshares under the convertiblepromissorynotes orreferreaders toyourrisk factor onpage21. |
Response to Comment 9
In the Dilution Section, we have referred the Reader to our risk factor that discusses the sale of Shares by our debt holders (who are also our selling security holders), which will cause our shareholders to experience significant dilution deriving from the resale of a maximum of 26,000,000 shares.
SellingShareholders,page23
10. | InaccordancewithItem507 of Regulation S-K,please provideforeach sellingshareholderits, his or herrelationship to theregistrant within thelastthreeyears |
Response to Comment 10
We have disclosed that there has been no relationship, business or otherwise, between the Company and the selling shareholders for the past 3 years.
True 2 Beauty, Inc.
March 20, 2015
Page 6
11. | Pleaseidentifyall sellingshareholderswhoare registeredbroker-dealersoraffiliates ofbrokerdealers.Pleasenotethat aregistration statementregisteringtheresale ofsharesbeingofferedbyabroker-dealer must identifythebroker-dealeras anunderwriter iftheshares werenot issuedasunderwritingcompensation.Forasellingshareholderthat is anaffiliateofabroker-dealer,theprospectus must statethat:(1)thesellerpurchased in theordinarycourseof business;and(2)at thetime ofpurchaseof theconvertiblepromissorynotesthatareconvertibleintothe securitiesyouare registeringforresale, the sellerhadnoagreements orunderstandings, directlyorindirectly,withanyperson, todistributethesecurities.Ifyouareunabletomakethesestatements in theprospectus,pleasedisclose that the seller isanunderwriter. Wemayhaveadditionalcomments uponreviewofyourresponse. |
Response to Comment 11
We have disclosed that none of our selling shareholders are broker-dealers or affiliates of broker-dealers.
12. | Pleaseclarify your disclosureconcerningthe shares held by“DinaM.Palermo or JeffreySmith.”Please indicatewhetherthese shares areheld jointlyor explain to us howeitherPalermo or Smith owns orcontrols thesecurities. |
Response to Comment 12
We have clarified our disclosure to reflect that Dina M. Palermo/Jeffrey Smith are wife and husband and jointly hold the shares with rights of survivorship. Additionally, we have disclosed that because they jointly own the shares, Dina M. Palermo/Jeffrey Smith jointly control the shares and their resale.
13. | With aviewtounderstandingwhether theconversionpriceyouset fortheconvertiblenoteshasanycorrelationto thequotationpriceofyour shares on thepink sheets at thetimeyou sold the convertiblenotes,pleasetell us exactlywhenyou sold theconvertiblenotes to the variouspurchasers. |
Response to Comment 13
We have included the following table that summarizes the dates that the convertible notes were sold to the 7 selling security holders:
Date | Name | Amount | ||||||
10/15/2014 | Ascendant Partners LLC | $ | 95,000 | |||||
10/21/2014 | Dina M Palermo/Jeffrey Smith (JTWROS) | $ | 75,000 | |||||
10/23/2014 | Eisenberg Family Foundation | $ | 150,000 | |||||
10/23/2014 | Plantation Partners LLC | $ | 25,000 | |||||
11/05/2014 | Gerald E Commissiong | $ | 5,000 | |||||
11/11/2014 | DTMFS LP | $ | 25,000 | |||||
11/19/2014 | David Stefansky | $ | 25,000 | |||||
Total | $ | 400,000 |
True 2 Beauty, Inc.
March 20, 2015
Page 7
As mentioned previously in our response to Comment 3, we have included the following disclosure regarding correlation to the quotation price of our shares on the Pink Sheets to the conversion price.
“The offering price of the shares of Common Stock offered by the Selling Security Holders was determined by the Conversion price of $0.02 provided in the Convertible Note Agreements with the Selling Security Holders. The Note Agreements’ contract price was a negotiated price between us and the Note Holders; however, the trading price of the shares on the OTC Pinks during the month from September 2014 to October 2014 (from $0.02 to $0.03) was considered in determining the Note Agreement contract price.”
Plan ofDistribution,page24
14. | Please reviseyourdisclosureheretoreflectyourdisclosureonyourcoverpagesuchthatyou should specificallyreferencethe OTCQBratherthan theOTC Marketswhenreferringto the marketyouaspireto bequoted on. |
Response to Comment 14
We have revised our disclosure to consistently reference the OTCQB.
Description ofBusiness,page25
15. | Inanappropriate placeinthisdiscussion, please elaborate uponyourrelationship withAppliedDNA Sciencesto explain exactlywhichproducts the“Mark”youdescribewillbe affixed. Wenoteyourexplanation ofthe“Original” products and“Secondary”products,however, itappearsthat bothproductsare intended to be soldbythirdpartiesonyourplatform, inwhichcaseit’s unclear how such products willprocurea“Mark.”Clarifyhow the“Mark” will be affixed toproducts and howthecostsassociated with thisaspect ofyourbusiness will beabsorbed. |
Response to Comment 15
We have provided more specific disclosure to explain which products upon which the “Mark” will be affixed, Original products v. Secondary products and what is involved in affixing a Mark and Applied DNA Sciences involvement in the foregoing:
“We will provide marking and authentication services for Original items only, which are those that we document as authentic when they are created. This includes following a chain of custody for the “Mark”, marking the item, guaranteeing the creator’s identity is validated, and ownership registered in the LegacyXChange database. Chain of custody requires control of the “Mark” throughout the creation process, not allowing the “Mark” to be used for any other purpose than to “Mark” the specified items. This includes our designated handler for the mark and a video of the handling of the “Mark”. Most of these items will either already be in the possession of the Originator or will be supplied by LegacyXChange, such as rookie cards, photos, team jerseys, and other sports related merchandise.
True 2 Beauty, Inc.
March 20, 2015
Page 8
With respect to secondary items, those items that already exist in the marketplace, there is no forum under which we may witness the creation of such items to enable us to authenticate such items. Accordingly, we will only provide marking services and not authentication services for secondary items. We will mark secondary items for the first time when they are sold on our site, once a sale has been completed. The items will be sent to our offices for marking, and once marked will be sent to the buyer. We reserve the right to terminate any transaction for a secondary item if such item is deemed counterfeit, either through outside authentication services or through information acquired that suggests an item may not be authentic. These items generally consist of memorabilia and collectibles associated with the Originator, usually bearing their name, such as signed sports cards, autographed photos and clothing.
These “Marks” are easily applied through ink in a pen or through use of a small applicator such as a swab or nail polish brush, invisible to the naked eye. The “Marks” can be applied anywhere on an item. The cost of the “mark” application and the labor involved is negligible, less than ten cents per application, and will be performed in seconds at either our own facility or in the field. These marking costs will be offset by revenue generated from the sale of items sold on our site.”
We have included additional disclosure to clarify:
a) | which “Mark” will be affixed to an item; |
b) | The nature of Original products v. Secondary products; |
c) | what is involved in affixing a Mark; and |
d) | Applied DNA Sciences involvement in the foregoing: |
16. | Disclosethelength ofyour HeadsofAgreementwithAppliedDNASciences with aviewtounderstandinghow longyou have procured theright to affixthe“Mark”onyourseller’s products. Also,please filetheHeadsofAgreementasan exhibit tothisregistrationstatement ortell us whyyoudon’t believefilingtheagreementisrequired. |
Response to Comment 16
The Heads of Agreement with Applied DNA Sciences expires on May 1, 2015. The Heads of Agreement was completed in order begin to build a relationship with Applied DNA Sciences and to explore a permanent arrangement/agreement with Applied DNA. Due to the transitory and short term nature of this arrangement/agreement, we do not believe that filing the agreement is material to understanding of our business. Additionally, we have not made and do not intend to make remaining payments until such time as Applied DNA performs its tasks as defined in the agreement which as of the date of this letter have not been completed.
True 2 Beauty, Inc.
March 20, 2015
Page 9
SharesEligibleforFuture Sale,page36
17. | Clarify yourreferencetothe 8,051,007remaining shares that constituteyourpublic floatto explainwhatyou meanbyyourreferenceto “remaining.” |
Response to Comment 17
The inclusion of the word “remaining” was an error and has been eliminated.
Management’sDiscussionandAnalysis ofFinancial Condition andResultsofOperations
Critical AccountingPoliciesandEstimates,page37
18. | Ascommonstockissued tonon-employees is asignificant item inyourconsolidatedfinancialstatements, please revise toincludeadiscussion ofthevaluationof commonstockissued tonon-employees withinyourcriticalaccountingpoliciesandestimates ortell us whyyou believeit is notnecessary.Refer toSection V ofSECReleaseNo. 33-8350. |
Response to Comment 18
We will revise our critical accounting policies and estimates to includeadiscussion ofthevaluationof commonstockissued tonon-employees withinyourcriticalaccountingpoliciesandestimates
LiquidityandCapitalResources, page43
19. | DespiteworkingcapitaldecreasingfromMarch 31, 2013 toMarch 31, 2014,youstatethatworkingcapitalincreased in thesecondparagraphunderLiquidityandCapitalResources.Please reviseyourdisclosureorexplain. |
Response to Comment 19
We revised our disclosure to properly reflect the change in working capital.
Plan ofOperations, page47
20. | Please reviseyourdisclosureto explain howyourcontract with Applied DNA Sciences isreflected inyourPlan ofOperations.In this regard, wenotethatyou discloseonpage F-16 thatyou havetwo additionalinstallmentsdue,oneofwhich was dueandpayable onFebruary1, 2015andwepresumewas paid out ofavailablecash onhand. |
True 2 Beauty, Inc.
March 20, 2015
Page 10
Response to Comment 20
We have revised our disclosure to discuss howourcontract with Applied DNA Sciences isreflected inourPlan ofOperations.We made a first installment to Applied DNA Sciences; however, we are waiting on certain tasks to be completed by Applied DNA Sciences prior to making other installment payments. As reflected in our response to Comment 16, these tasks have not been completed and we are exploring a permanent agreement with Applied DNA Sciences to integrate their services in our Plan of Operations.
SecurityOwnership of CertainBeneficial OwnersandManagement,page53
21. | Please reviseyourtableto includethoseholders ofconvertiblenotes that havetheright toacquireinexcess of 5%ofyourcommonstock uponconversion ofthe notes. |
Response to Comment 21
We have revised our security ownership table to reflect those convertible note holders that have the right to acquire in excess of 5% of our common stock upon conversion of the notes.
ConsolidatedFinancial Statements,March 31, 2014and 2013
Notes to ConsolidatedFinancialStatements
Note2–Basis of Presentation, GoingConcern and Summaryof SignificantAccountingPolicies
Stock-basedcompensation,pageF-9
22. | Youdisclose thatyou have determined thefair value ofyour common stockissued tonon-employees forservicesrendered, the settlement ofaccruals and other purposes,asdisclosed onpagesF-13,F-14,F-17andF-28, tobe$0.0551pershare.Youalso disclosed thepriceis based onrecent sales ofyourcommonstock. Wenote the fair valueyou have assigned toshares issuedtonon-employees hasremained the sameover thefiscalyearsendedMarch31, 2014and 2013through the 6 monthsended September 30,2014.Pleasetell us indetail howyoudeterminedthefair valueof theshares issuedtonon-employees citingrelevantaccountingliteratureinyourresponse.Inyour response,pleasetell us indetail howyouconsideredASC505-50-30-2and-6, includingwhyyoubelievethefairvalue of theequityinstruments issuedwas morereadilymeasurablethan thevalue ofthegoodsandservices received.Pleasefinallyaddresswhy theissuancepriceforthe6.954 millionshares issuedforcashandsubscription receivables infiscal2013was not used as a basis to value non-cash stocktransactionsat oraround thedate such issuance occurred. |
Response to Comment 22
The Company looked at the guidance of ASB 505-50 Equity-based payments to Non-employees. Pursuant to ASB 505-50-30-2, Paragraph 505-50-30-6 establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
True 2 Beauty, Inc.
March 20, 2015
Page 11
Pursuant to 505-50-30-6, if the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.
During fiscal 2013 and 2012 and the nine months ended December 31, 2014, the Company raised funds from the sale of its common stock at an average price of $.0551 per share to all investors. In general, the number of shares to be issued to consultants and service providers were negotiated using $.0551 per common share, the same price as investors. Additionally, no other fair value was indicated by the respective consultant or service provider through issuance of bills or time sheets and, on the date of the contract, no market conditions or performance commitments existed. Accordingly, the Company concluded that the fair value of the equity instruments issued in a share-based payment transaction was a more reliable fair value than the fair value of goods or services received. Additionally, the Company considered the volume and share price of shares traded in the open market on the OTC market and concluded that an active market was not present for the Company’s shares and the price paid by third party investors of $.0551 was a more reliable price that the quoted market price.
In connection with the 6.954 millionshares issuedforcashandsubscription receivables infiscal2013, in fiscal 2012 the Company received $75,000 for stock subscription agreements that had not yet been executed at March 31, 2012, but were executed in fiscal 2013. Therefore the Company recorded these advances as additional paid-in capital at March 31, 2012.
In fiscal 2013 the Company executed the stock subscription agreements that incorporated the previously received $75,000 and issued 2,541,109 shares for $140,000 ($75,000 received in fiscal 2012 and $65,000 received in fiscal 2013) (or $0.0551 per share). The Company also recorded in fiscal 2013 shares issued for cash according to stock subscription agreements aggregating 4,412,600 for $233,180 (or $0.0551 per share).
In fiscal 2014 the Company received $8,000 for stock subscription agreements and issued 145,200 shares ($0.0551 / share).
Note12–Subsequent Events,pageF-16
23. | Pleasetell us indetail howyou willaccount forthe convertiblenotes,citingrelevantaccountingliterature. Based onyourstatement that “…the convertibleinstruments shallbe accountedforas a derivativeliability…”we are unclearas to whetheryou plan toclassifytheentiretyof the convertiblenotesas aderivativeliabilityormerelytheembeddedderivative.Please address this statement inyourresponseand providethesupportingjournal entries asneeded toassist ourunderstanding.Pleaseshow us howyoucalculated the derivativeliabilityof$388,309 providingall the inputs ifyoudetermined thevalue viamodel. |
True 2 Beauty, Inc.
March 20, 2015
Page 12
Response to Comment 23
We have revised our disclosure to reflect that the fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 175% to 188%, (3) weighted average risk-free interest rate of 0.73% to 1.10%, (4) expected lives of 2.8 to 3.0 years, and (5) estimated fair value of the Company’s common stock from $0.02 to $0.05 per share. The initial fair value of the embedded debt derivative of approximately $419,000 was allocated as a debt discount up to the proceeds of the note ($383,125) with the remainder ($35,875) charged to current period operations as interest expense.
We made the following journal entries to reflect the initial derivative liability.
Dr. Discount of loan | 25,000 | |
Dr. Interest expense | 35,875 | |
Cr. Derivative liabilities | 60,875 | |
Dr. Discount of loan | 358,125 | |
Cr. Derivative liabilities | 358,125 |
InterimReport, September 30,2014, page F-19
24. | Please updateyourfinancialstatements to complywith Rule 8-08 of Regulation S-X. |
Response to Comment 24
We have updated our financials statement to reflect the nine month period ended December 31, 2014.
Notes toUnauditedCondensed ConsolidatedFinancialStatements
Note2–Basis ofPresentation, GoingConcern and Summaryof SignificantAccountingPolicies
Basis ofPresentation,pageF-23
25. | You statethatyou have preparedyourunaudited condensed consolidatedfinancialstatements inaccordancewith “the instructions toForm 10-Q.”Pleasereviseyourdisclosuretoremove thereferenceto Form 10-Q ortell us whyyou haveincluded it. |
Response to Comment 25
We have revised our financial statement to remove the reference to Form 10-Q
True 2 Beauty, Inc.
March 20, 2015
Page 13
Exhibits,pageII-4
26. | Please fileexhibits 3.5,4.1, 4.2and 4.3 toyourregistrationstatement.Currently,youindicatethat such exhibits havebeen previouslyfiled,however,weareunable tolocatesuchexhibits. |
Response to Comment 26
We have filed the mentioned exhibits in our amended registration statement.
Signatures, pageII-6
27. | In thefirstparagraphinthe section concerningtheregistrationstatement beingsigned onbehalf oftheregistrant, the languagehasbeenchangedfrom the language proscribedbyForm S-1.Pleasereviseyour languageprecedingtheCompany’s signatures so it isconsistent with therequirements of Form S-1.Refer to the signaturepageofForm S-1and therelatedinstructions. |
Response to Comment 27
We have adjusted the language on the signatures page to be consistent with S-1 requirements.
28. | Please amendyourfiling toincludeyourcontroller/principalaccountingofficer’ssignature. |
Response to Comment 28
We have added Principal Accounting Officer to Chief Financial Officer on the signature page.
In theevent werequestacceleration oftheeffective dateofthe pendingregistrationstatement, we acknowledgethat:
· | should the Commissionor thestaff,actingpursuant todelegatedauthority,declarethefilingeffective, itdoes notforeclose the Commissionfromtakinganyaction withrespectto the filing; |
· | the action ofthe Commission orthestaff,actingpursuant todelegatedauthority, indeclaringthefilingeffective,does notrelievethecompanyfrom its full responsibilityforthe adequacyandaccuracyof thedisclosurein the filing; and |
· | the Companymaynot assertstaffcomments and the declaration of effectiveness as adefense in anyproceedinginitiatedbythe Commission oranyperson under thefederalsecuritieslaws oftheUnitedStates. |
True 2 Beauty, Inc.
March 20, 2015
Page 14
You maycontact, William Bollander, CEO,at (800) 630-4190 or Mr. Fred Lehrer, the Company’s legal counsel, at (321) 972-8060 ifyou haveanyquestions regarding responses and comments or with any other questions.
Sincerely, | |
/s/ William Bollander | |
William Bollander | |
CEO |