EX1A-15 ADD EXHB 8 response2.5.16.6.htm RESPONSE 3.7.16

March 7, 2016  

 

Justin Dobbie  

Legal Branch Chief  

Office of Transportation and Leisure  

United States Securities and Exchange Commission  

Mail Stop 3561  

Washington, D.C. 20549  

 

 

RE:      360 Sports, Inc. 

            SEC Comment Letter dated February 5, 2016 
            File No. 024-10517 
  

 

Mr. Dobbie,  

 

This letter is in response to the SEC comments letter we received from Ada D. Sarmento by email on February 5th, 2016. Our response is as follows:  

Exhibits: 

  • We acknowledge your request to file the articles of incorporation with our next amendment 
  • We acknowledge your request to file our bylaws with our next amendment 
  • We acknowledge your request to file, as Exhibit 15 of our next amendment to Form 1-A, the response letter we submitted on January 25th. 2016 

At this time, we do not have any committed participants that require clearing with FINRA. Therefore, no participants in our offering are required to clear its compensation arrangements with FINRA. 

Per your request we acknowledge the following: 

  • Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing; 
  • The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 
  • The company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. 

 

Upon your satisfaction of review of this comment letter, we are graciously asking for your consideration of qualifying our offering statement at this time. Our filing is officially considered registered by New York State in accordance to New York General Business Law.  Specifically, New York General Business Law SS 359-e. 2. states: 

"No dealer or broker shall sell or offer for sale to or purchase or offer to purchase from the public within or from this state, as principal, or broker, any securities issued or to be issued unless and until a notice, to be known as the "state notice", containing the name, business or post office address of such dealer or broker and if a corporation the state or country of incorporation thereof, and if a partnership the names of the partners, shall have been filed in the department of state."   

Furthermore, 359-e. 9. states: 

"A broker-dealer or salesman registration statement or any other document is filed when it is received in the New York City office of the attorney-general."  

Additionally, New York General Business Law SS 359-e. 14. (d) states: 

"The registration statement shall be effective for a period of one year from the date of filing." 

Accordingly, I have attached proof of filing our registration statement with the New York Attorney General's office located in New York City as of Thursday, March 3, 2016. 

 

If you should have any questions, please contact me at (646) 477-6733.  

 

 

Thank you! 

 

Robert F. Licopoli 

Robert F. Licopoli 
CEO 
360 Sports, Inc.  

 

Attachment: nycfilingreceipt.jpg