M & A HOLDING CORP.
205-4625 EVERGREEN LANE
DELTA, BC V4K2W6 CANADA
Securities and Exchange Commission
Attn: Michael Volley – Amit Pande
Division of Corporation Finance
100 F Street, Washington D.C. 20549
Re: M & A Holding Corp.
Registration Statement on Form S-1AFiled March 19, 2015
File No. 333-201360
On behalf of M & A Holding (the “Company”), I am writing to respond to the comments set forth in the letter of the staff of the U.S. Securities and Exchange Commission (the “Staff”) dated March 31, 2015, related to the Company’s Registration Statement on Form S-1 (the “Form S-1”). An amendment to the Company’s Form S-1 has been filed simultaneously with this letter.
We have reproduced below the Staff’s comments in the order in which they were set out in the Staff’s letter, numbered correspondingly, and have provided the Company’s response immediately below each comment.
Sincerely,
s/s_______________
Chenxi Shi
Cover Page
1. | Noting your disclosure on page iv that the shares will be sold at prevailing market pricesif the shares are quoted on the OTCBB, please revise your statements on page iii to makeclear that the fixed price of $0.01 may not be the share price for the duration of theoffering. |
Response: revised
2. | Please revise to limit the cover page to a single page. In this regard, please move theunderlined capitalized disclosures at the bottom of page iii to a page after the cover page.In addition, combine the third paragraph on page iii with the first full paragraph on pageiv to be the third paragraph on page iii. |
Response: revised
Risk Factors
Company to Continue as a Going Concern for a Reasonable Period of Time, page 6
3. | We note your disclosure with respect to your net losses and the fact that your auditor hasexpressed substantial doubt as to your ability to continue as a going concern. Pleaserevise to include this information in the Prospectus Summary. |
Response: revised
Plan of Distribution
Shares Offered by the Selling Shareholders, page 12
4. | Please revise the third to last paragraph to state that the selling shareholders are deemedto be underwriters. |
Response: revised
Description of Business, page 14
5. | With regard to the services planned as outlined in the second full paragraph on page 14,revise to disclose for each service when you expect to offer the service, the cost to be ableto offer the service and what you will need to accomplish to offer the service. Forexample, you state that you plan to offer financial and accounting resources. For thisservice, disclose when you expect to be able to offer this service and the expected cost tooffer the service, such as, signing contracts with accountants to perform the services,hiring personnel, etc. If no costs are anticipated, so state. |
Response: revised
Exhibit 5.1
6. | We note your response to comment 8 of our letter dated January 29, 2015 and reissue. Itdoes not appear that you have filed a revised opinion with your amended registrationstatement. |
-2 |