Re:
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Enviratrends,
Inc.
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Sincerely,
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/s/ MICHAEL
T. WILLIAMS, ESQ.
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Michael
T. Williams, Esq.
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Comment
Number
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Explanation
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1 .
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See
attached Response to Comments 1 and 3.
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2 .
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Russell
Haraburda has held his current position since our formation in June 2009.
He became and has been President and CEO of ImagiTrend, Inc. a company
that
has had no revenues or sales and no employees. It is not anticipated that
ImagiTrend will engage in any business activities in the future. He has
had no relationship
with Vista Partners LLC during the past 5 years. He served as Manager of
Vista Partners LLC from 1998 to 2004. The company attempted to make
introductions
of business to business with no success. The company had no revenues or
employees. Mr. Haraburda may be considered as a Promoter of our
company.
Mr. Haraburda contributes his years of entrepreneurial business experience
as a member of our Board.
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3 .
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See
attached Response to Comments 1 and 3.
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4 .
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Mr.
Haraburda now identified as a promoter. Corporate Governance
and Director Independence section added.
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5 .
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We
have revised the disclosure to use the name ImagiTrend Group LLC
throughout.
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6 .
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Description
of status of manufacturing and revenue generating activities revised in
“Summary:: As
of the date of this registration statement, we have no agreements with any
third party manufacturers. We have not yet commenced any
manufacturing of our products. We have not sold any products as
of the date of this registration statement. We anticipate
stepping up our marketing efforts with mass mailings and catalogue sales
contacts in February 2011. We anticipate we will make our
initial sales in July 2011 and begin delivering product in July
2011.
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In
“Business:” If we secure then necessary funding of $500,000, we
plan on opening a 4,000 square foot production facility on Washington
Blvd. in Sarasota, Florida to produce the Eternal Gems in the second
quarter of 2011. Until we build our own production facility, we
will rely on third party manufacturers to make our products. As
of the date of this registration statement, we have no agreements with nor
have we identified as of yet any third party to manufacture our
products.
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In
“Risk Factors:”
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Our lack
of generating revenues from operations makes it difficult for us to
evaluate our future business prospects and make decisions based on those
estimates of our future performance.
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Although
we have taken significant steps to develop our business plan since our
inception, as of the date of this registration statement, we have not
generated any revenues. We have not entered into any agreements
to manufacture our products and we have not yet sold any
products.
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7 .
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See
response to comment 6 above. Information disclosed as
requested.
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8 .
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See
response to comment 6 above. Information disclosed as
requested.
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9 .
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Management
determined that it wished its corporate activities to be governed by the
laws of the State of Wyoming and so it incorporated in that
state.
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10 .
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We
currently have 19,331,959 shares issued and outstanding. We
have conformed disclosure throughout. Note that additional
shares were sold privately in a private offering that meets the
requirements of non-integration set forth in Securities Act Release No.
8828
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11 .
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Risk
Factor revised as follows: The report of our independent
registered public accounting firm that raises substantial doubt as to
whether we can continue as a going concern based upon our lack of
operating history and revenues.
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12 .
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Date
changed to September 30, 2011.
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13 .
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Natural
person who is beneficial owner identified in chart.
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14 .
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We
have added the following disclosure: No selling shareholder
except as follows is an affiliate of our company except for Mr. Williams
and Mr. Burk.
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15 .
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References
to FINRA revised and conformed.
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16 .
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Disclosure
revised as follows: To be quoted on the OTC Bulletin Board, a
FINRA market maker must file an application on our behalf in order to make
a market for our common stock before a trading symbol can be
issued. We have engaged in preliminary discussions with a FINRA
Market Maker, Glendale Securities, to file our application on Form 211
with FINRA, but as of the date of this prospectus, no filing has been made
and no agreement has been entered into to make such
filing. Based upon our counsel’s prior experience, we
anticipate that after this registration statement is declared effective,
it will take approximately 2 – 8 weeks for FINRA to issue a trading symbol
if and when a FINRA market maker files our application on Form
211.
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17 .
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Disclosure
revised as follows: FINRA cannot deny an application by a
market maker to quote the stock of a company. The only
requirement for inclusion in the bulletin board is that the issuer be
current in our reporting requirements with the SEC. Listed
exchanges have higher standards and requirements which we may never
meet.
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Although
we anticipate that securing a qualification for quotation on the OTC
Bulletin board will increase liquidity for our stock, investors may have
greater difficulty in getting orders filled because it is anticipated that
if our stock trades on a public market, it initially will trade on the OTC
Bulletin Board. There is no assurance that our stock will
ever trade on a listed market other than the OTC Bulletin Board, and as
noted above, there is no assurance our stock will ever be qualified for
quotation on the OTC Bulletin Board.
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18 .
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See
response to comment 17 above.
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19 .
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Employment
Agreement amended to provide for full time
employment. Disclosure throughout conformed and Amendment filed
as Exhibit 10.3. Employee section revised as
follows:
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We
have the following one full time employees, our
president. Remaining services provided by independent
contractors.
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We
have no collective bargaining agreement with our employees. We
consider our relationship with our employees to be
excellent.
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20 .
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Disclosure
revised as follows: Russell Haraburda has held his current
position since our formation in June 2009. He became and has
been President and CEO of ImagiTrend, Inc. a former pet and consumer
products company. The company has had no revenues or sales and no
employees. ImagiTrend has engaged in certain transactions with
us as described in “Certain Relationships And Related Transactions,”
below. He has had no relationship with Vista Partners LLC
during the past 5 years. He served as Manager of Vista Partners LLC from
1998 to 2004. Vista Partners attempted to make introductions of business
to business with no success. Vista Partners no revenues or
employees.
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21 .
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See
response to Comment 20 above.
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22 .
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Numbers
revised and reconciled.
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23 .
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The
following was added under “Manufacturing:” Further we have not
identified any sources and availability of raw materials or the names of
principal suppliers of raw materials necessary to manufacture our
products.
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24 .
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Disclosure
revised throughout entire filing to clearly disclose current status of our
business as pre-revenue.
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25 .
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Disclosure
revised as follows: We intend to turn, through third party
manufacturers, cremated pet ashes into glass “Eternal
Gems.”
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26 .
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Disclosure
revised as follows: The process involves melding glass grade sand to
achieve a liquid state. In the process the animal ashes are
infused into the melted state. The infused glass with the
incorporated ashes is then blown and sculptured into the final art form
with the pet's ashes included in the sculpture.
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27 .
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No
longer buying these furnaces ourselves at this time. Disclosure
revised.
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28
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Still
unidentified, as disclosed.
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29
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Revised
to include this agreement.
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30
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Conflicting
phrase eliminated.
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31
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Plan
of Operations with requested information added.
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32
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Disclosed.
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33
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There
is now only an oral month to month master lease and thus only an oral
sublease, as disclosed.
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34
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This
entire section revised and updated and conforms to the financial statement
footnotes.
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35
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Disclosure
revised as follows: There are 1,014,950 shares of our common
stock held by non- affiliates and 18,317,000 shares held by affiliates
that Rule 144 of the Securities Act of 1933 defines as restricted
securities.
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36
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Updated
the disclosure.
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37
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The
Company issued 3,180,00 share of no par value common stock to ImagiTrend
Group LLC for the right, title, and interest in the names “Eternal Gems:
and “Petmorial” and all trade secrets and other intellectual property
pertaining to the process of creating the product. ImagiTrend
Inc. transferred these assets to ImagiTrend Group
LLC. ImagiTrend Inc. had acquired these assets along with other
assets including equipment, licenses, and permits in
2005. ImagiTrend Inc. amortized these assets over their useful
lives and due to circumstances surrounding the business, ImagiTrend Inc.
determined that the intangible assets were permanently impaired and wrote
the value down to $0. The president and majority shareholder of
ImagiTrend Inc., and ImagiTrend Group LLC, is also the founder and
president of EnviraTrends, Inc.
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ASC
805-50 states that assets acquired are recognized based on their cost to
the acquiring entity, which generally includes the transaction costs of
the asset acquisition, and no gain or loss is recognized unless the fair
value of noncash assets given differs from the asset’s carrying amounts on
the acquiring entity’s books. Under generally accepted
accounting principles, the purchase of intangible assets is recorded at
fair value. Asset acquisitions in which the consideration given is cash
are measured by the amount of cash paid, which generally includes the
transaction costs of the asset acquisition. However, if the consideration
given is not in the form of cash (that is, in the form of noncash assets,
liabilities incurred, or equity interests, measurement is based on either
the cost which shall be measured based on the fair value of the
consideration given or the fair value of the assets (or net assets)
acquired, whichever is more clearly evident and, thus, more reliably
measurable.
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·
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no
or nominal operations
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·
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either
no or nominal assets, assets consisting solely of cash and cash
equivalents, or assets consisting of any amount of cash and cash
equivalents and nominal other
assets.
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·
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The
company is early stage, pre-revenue “start up” company with a legitimate
business plan that is taking active steps to implement its business
plan.
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·
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The
company has no intention to place assets or operations in that company and
those assets or operations are returned to the promoter or its affiliates
(or an agreement is made to return those assets or operations to the
promoter or its affiliates) before, upon completion of, or
shortly after a business combination transaction by that
company.
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·
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securing
the rights to our product,
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·
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completing
the development phase of manufacturing and selling our
products,
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·
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preparing
for discussions with third party manufacturers to make our products –
although we have no contracts in place as of the date of this registration
statement, and
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·
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preparing
to start producing by marketing to pet crematoriums, cemeteries, major pet
supply chains and veterinarians.
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Event
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Actions
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Time
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Total
estimated cost
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Develop
Supplier Network
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Meet
with prospective supplier and finalize contracts with supplier of finished
pet memorial product line. Enter into contract as to pricing.
Confidentiality and Non-Compete documents required. Finalize details with
supplier regarding pet remains, shipping containers, artwork and final
packaging and mail system.
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April
1, 2010
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$ | 200,000 | ||||
Implement
marketing Plans
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We
will use mass mailings and internet marketing campaigns to promote product
awaremess and eventually sales of our product including print ads in dog
and cat magazines
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February
2011
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$ | 400,000 | ||||
Open
Production Facility
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We
plan to open a 4,000 foot production facility in Sarasota Florida to
produce our product line – Eternal Gems
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April
1, 2011
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$ | 500,000 | ||||
Initial
Sales
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We
anticipate taking orders for our product via telephone and internet and
commence fulfilling those orders
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July
1, 2011
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$ | 250,000 | ||||
Delivery
of Products
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Products
will be delivered approximately 30-60 days after the order is
processed
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September
1, 2011
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$ | 200,000 | ||||
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·
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The
Company has no intention to place assets or operations in that company and
those assets or operations be returned to management or its affiliates and
has no agreement or understanding to return those assets or operations to
management or its affiliates at any
time.
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·
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The
Company is not engaged in a scheme to avoid the definition of a shell
company through the actions described in Footnote 32 or
otherwise.
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