United States securities and exchange commission logo
June 24, 2021
Isaac H. Sutton
Chairman and Chief Executive Officer
Corporate Universe, Inc.
2093 Philadelphia Pike #8334
Claymont, DE 19703
Re: Corporate Universe,
Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed June 21, 2021
File No. 000-56271
Dear Mr. Sutton:
We have reviewed your June 21, 2021 amendment and response to our
comment letter
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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 21, 2021 letter.
Amendment No. 1 to Registration Statement on Form 10-12G filed June 21,
2021
General
1. Please revise the
registration statement to include the required interim financial
information for the
three months ended March 31, 2021. Reference is made to Rule 8-08
of Regulation S-X.
Please note that the Form 10 goes effective by lapse of time 60 days
after the original
filing date, pursuant to Section 12(g)(1) of the Securities Exchange Act
of 1934. To the extent
you are unable to update your financial statements prior to
effectiveness, please
withdraw the Form 10 and re-file a new Form 10 that is in
compliance with this
comment.
Isaac H. Sutton
FirstName LastNameIsaac
Corporate Universe, Inc. H. Sutton
Comapany
June NameCorporate Universe, Inc.
24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
Business
History, page 1
2. We note your response to comment 3 and we reissue it in part. Please
revise the
disclosure to provide the nature of the ongoing business and assets of
Zapgo Limited,
including descriptions of its patents and intellectual property.
Please also identify the
"Administrator" and clarify the services or other value provided in
return for the
$270,000.00 immediate payment of fees owed to the Administrator.
Exhbit 99.3, page 1
3. It appears your acquisition of Oxicon Limited is significant to
require separate audited
financial statements pursuant to Rule 8-04 of Regulation S-X. Please
clarify and/or
revise accordingly.
Exhibit 99.3, page 9
4. We note you have provided a pro forma condensed balance sheet as of
December 31,
2020 and March 31, 2021. Please note that pro forma balance sheet
presentation should
be based as of the end of the most recent period provided within your
filing pursuant to
Rule 11-02(c)(1) of Regulation S-X by way of Rule 8-05 of Regulation
S-X. Please
revise accordingly.
Certain Relationships and Related Transactions, page 18
5. Please revise to address the agreement with Sutton Global and clarify
the nature of the
services Mr. Sutton's consulting business is providing. For example,
the agreement refers
to identifying strategic alliances and merger and acquisition
candidates.
Legal Proceedings, page 18
6. We note the reference to the trading suspension that occurred in
February 2021. Please
disclose the reasons for imposition of the trading suspension.
You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or James Lopez at 202-551-3536
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Matt Stout