esi_corresp.htm Page 1 of 10 CROWDFUNDINGLAWYERSi 1ROWBRIDGE SIDOTI LLP November 13, 2018 Eugene Trowbridge, CCIM Partner VIA EDGAR ______________ Re: Elegance Spirits, Inc. Jillian Sidoti, CCIM Offering Statement on Form 1-A Partner File No. 024-10879 ______________ Dear Mr. Burr and Ms. Lippmann, Nancee Tegeder Associate Attorney The attached documents are in response to your oral comment received in October 2018. These documents have also been provided to FINRA for review. Jonathan Nieh The Company believes these documents are sufficient to show that Cloverfield Capital Corp. and Associate Attorney VC Media Partners are not acting as broker-dealers under the Securities Exchange Act of 1934. ______________ We hope this satisfies your comment. Thank you for time. Please inform the Company and me when the Company may request ______________ qualification. Sincerely, Mailing Address: 38977 Sky Canyon Drive Suite 101 Murrieta CA, 92563 Email: company@crowdfundinglawyers.net Office: Jillian Ivey Sidoti, Esq. (323) 799-1342 Securities Counsel for the Company Website: www.CrowdfundingLawyers.net Attachments: Affidavit of VC Media Partners, LLC VC Media Partners Engagement Letter (Amended as of 10/17/2018) Affidavit of Cloverfield Capital Corp. esi_corresp.htm Page 2 of 10 VCMEDIA - P QT"1ERS - Affidavit of VC Media Partners, LLC J, Cati Daws.on, as a managing member of VC Media Partners. LLC hereby deciare as follows; 1. VC Media Partners iole rok! in re1erence to thE! engagement letter'With El~ance Spirits, tnc. ls ma:tketlng advlsory-servlc&.$, 2, VC Media Piutners is not engaged in rrv sales functions. 3. VC Media Parl'ners compensation iS NOT tied to the outcome of the raise. 4. At no point has VC Media, or at1y person related to or affiliated with VC Media, spoken to or communicate-cf with any ~rson or entity about investing in Elegance Spirits, Inc. 5. At no point has VC Media Partners. o, any person r&lated lo or afflilated with VC Media. accepted any Investment with respect to Elegance Spirits, Int- or company Executed on October 17, 2018 at Los Angeles, Cafifomia Cart Dawson. Managl'lg Member of vc Media Pennel'$.. LLC Ar.Olil/yj)OOICGf llel~fQ.lmp~nglt'ls o:tl~ Y4''i5U arl'f 11Te-i6&1 1';l)' ,:/ ~& 1fl0, .CUfl ..tcr..;111111 l!'lflC:oX'IJMf:ntlov.t't:t ll'a Uf!6~ iuU:t~ am! 1101 me 11111titJnegs aocur&c, ex ,;,adtyd.Nttcctm!N. STATE OP CALIFORNIA COUNTY OF LOS ANGELES Subscnllecl and sworn to (or affirmed) betbre me on this 11 of October. 2018, by CARL VASHAWN DA \VSON, proved to me on the basis of satisfactory evidence to be the person who appeared before me. PAOLORU(i!NO IIC>l:l1y P11t1 Ctl'!OtlS& Notary Public Co~1::~~ i~~1itl ~1,cnmm h:111ru-Oc.1 '4,202v f esi_corresp.htm Page 3 of 10 VCMEDIA Page lof7 VC MEDIA PARTNERS ENGAGEMENT lfTTfR (AMfNOfO 10/17/2018} Europa Group USA UC 10/18/2018 Dear Raj. Thr5 amended engagement letter confirms the understanding and agreement {the "Agreement") between VC Media Partners {"VCMP", Company) and Europa Group ("CLIENT", Cl tent) regarding the retention of VCMP as of 10/18/2018 as its marketing advisor for t he purposes set forth herein. This Agreement re-places and supersedes i n its entirety the Agreement executed by VCMP a.nd the CLIENT on or about 3/13/2018 and the Amended Agreement executed by VCMP and the CLIENT on or about 7/31/2018. Under this Agree,:nent VCMP will provide various marketing advisory services to CLIENT. Such services w ill include, but not be limited to, services in connection with CLIENT offering ("Offering") to raise up to $SO mitlK>n via Regulation A+. The marketing advisory services to be rendered byVCMP include, at CUENT's request, the following: SERVICES INCLUDED: PHASE 1 & PHASE 2 Phase 1 {Production & Market Test): a) In conjunction with outside Counsel Completion of CLIENT filing{s} to SEC for approval(s) including those offering documents necessary for a qualified Regulation A+ ner 2 filing with the SEC. b} In conjunaion with outside Auditor Audit overview and compliance {O.IENT to Pay CPA firm Directly) c) Roadshow Deck Creation/ Print d) Produce promotM>nal materials e) Cleate Elegance Vodka Website f) Create Intake Script & intake Call Center Development a nd Management g) Pre-and Post.Production a nd Dub houses to ship aeatives to TV stations & outlets h} Web inta.ke portal a nd Graphic Development for investment procurements i} Develop QC Department/ Call Quality Control Ma nagement j} Develop Logistics, Inventory, FulfiUment, CRM, Database Management, Call Tracking, a nd Push Real time Reporting k) Begin Testing the Waters: Launch Media Blitz to determine CPA and expected Campaign Raise Goal ETA I. Media Blitz: 2 to 4 Week National TV & if needed; Radio, PR Digital Phase 2 (Full Rollout): a) Track & Adjust and pace campaign to hit Campaign Raise Goal b) Cont inue Media Blitz based off proven CPA/CPC metrics t o reach Campaign Raise ~ I I. Ongoing Peak National TV/ Radio/ PR/ Oijgital tampaijg:n Media Push c) Monitor Daily Sales with Tracki:ng, Reporting and QC feedbadt d) Realign Media Strategy with the CPA metrics t. Ongoing Peak National TV/ Radio/ PR/ Digital Campaijgn Push e) Broker / Dealer Cont inue Push to Market esi_corresp.htm Page 4 of 10 VCMEDIA Page2of7 FUS: The Fee for of this agreement is $150,000to caverfim t hree tie-rs inclusive ofSSO,OOOfor legal, $100,000 for the full media blctz. equal to a total of $250,000 see table below for payment schedule. VCMP will receive between 59' and 139' of the total final number of shares issued under the raise in the in the form of Warrants in t he '"CLIENT", for .senrices rendered and not performance based~ Findl f..,I:!. ~fuo,i.. llk' ldunU, v r Ph d::00: 2 dlJ dl.l\Jt.'$1'.lum lV l llh Cl~J..-.:Orutml will"'"" ..a. .. n..,... lv ~.., 1y vulliu... warrants, cost per investor inquiry, and any other items not d eartv identified herein. 1. Compa ny estimates, and O ient ad:nowtedges that the Fee is reasonable for the matter coOJered by this Agreement at1d agrees that no accounting as to the Fee is required of Company. Fee is not contingent on Client's success in raising funds and is due regardless of whether or not Client raises any money. VC Media is not broker dealers therefore the final fee is based on m arketing se rvices & used as a form of payments to achieve t he marketing goals set forth within "Successful Media Rollout" FEE PAYMENT SOIEDUI.E: The Fees to be paid in advance and may be wired or direct deposited by Client into Compa ny a ccount in full or in accordance w ith the schedule beiow: FEE PAYMENT SOIEDULE: Payment bUEDate Oevekip Media Padtage: 60sec 1V commercial, 30 min infomercial, PR $50,000 Oueupon development, Digital development. signing this Set-up /Train Intake Calt Flow: Train Call Cente-r, QC set up, Train Broker agreement Dealers or sales reps Company Promotio~: Roadshow Oedt development, Online investment Portal, payment gate way page set up SEC Audit (Outside Audit Firm-Paid directly by CLIENT} :.,S0,000 Due upon SEC Reg A Tier 2 Offer Circular development (Outside council) task request Med.a Blitz: 4-week National TV media Blitz. to determine Cost Per Cati & SS0,000 Due upon Average tnvestment amount task request Full Media Rollout: Media roll o ut across O e< 1000 1V outlets on Cost :.,100,000 Oueupon Per Call TBO after 4-wffk Media Blitz task request Cost Per Call (CPC}: Weekly additional payment will be made after the Cost Per Call Weekly cost-per-call is measured and the Testing t he Waters phase is complete Billable for per the investor traffic def1Vered. investor calls NOTE: CUENT must maintain TV media going forwa rd on a Cost Per Call received the to hit ,.;.. goal. Upon SEC approved CLIENT can use incoming previous investments to cover media cost. Based on similar offers, the average week. CPC ranges betWeen SSO to $100 Addendum: Reflecting addendum will be sent for approval before launch esi_corresp.htm Page 5 of 10 VCMEDIA Page 3 of7 - PARTNERS - VENUE AND CHOICE OF LAW Any dispute related to this Agreement .shall be subjea to alternative dispute resolution and/or litigation in fh,p !;t::1tP nf f'Alimmi;:i, ' A C'.noMy fhp l;:1.wQJIIIIEM:Y Please contaa our Accounting DEPT at {800)2924481 o r by email at ac Puotioe@yqgedianaaoern COOJ should you have any questions encounter any difficulties. Much appreciated in advance! esi_corresp.htm Page 10 of 10 OOCI.IS!gn EnvdopelO: 528ASCF....W20,,4883"&lE1~ S83A02BBCF CLOVERFIE.LD CAPITAL CORP, CLOVERFIELO CAPITAL CORP TORRE DE LAS AMERICAS PUNTA PACIFICA PISO B 402 PANAMA REPOBUCA DE PANAMA Date: 7111 October 2018 To: United States Financi al Industry Regulatory Authority (FINRA) I, Tom Nadav of 48/56 Miitary Road, Dover Heights, 2030, Australia, h8feby acknowledge that I am a sharehdder in and control CLOVERFIELD CAPITAL CORP. and confirm the following: I am not a United State, person: CL OVERFIELD CAPHAL COOP. is not a United States person, corporation, partnetship, or other orgenization organized under United States l8'W$; Cl OVERFIELD CAPITAL CORP. is not a broker dealer, nor is it soliciting investm ent from any person, cocporation, partnership, or other organization in the United States; and CLOVERFIELD CAPITAl CORP. is not aiding the company in raU"lg capital through the Pf0po&ed Regulation A+ ner 2 Offering,. CLOVERFIELO CAPITAL CORP. ls solely e,,gage