CORRESP 1 filename1.htm

 

legal & compliance, llc

 

partners:

laura aNTHONy, esq.

JOHN CACOMANOLIS, ESQ*

CHAD FRIEND, ESQ., LLM

LAZARUS ROTHSTEIN, ESQ.

 

 

 

OF COUNSEL:

CRAIG D. LINDER, ESQ.**

PETER P. LINDLEY, ESQ., CPA, MBA

STUART REED, ESQ.

MARC S. WOOLF, ESQ.

www.legalandcompliance.com

WWW.SECURITIESLAWBLOG.COM

WWW.LAWCAST.COM

 

 

DIRECT E-MAIL: LANTHONY@LEGALANDCOMPLIANCE.COM

 

 

* licensed in FL and NY

**licensed in FL, CA and NY

 

 

November 15, 2017

 

VIA ELECTRONIC EDGAR FILING

 

John Dana Brown

Attorney Advisor, Office of Transportation and Leisure

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

 

Re: Muscle Maker, Inc
  Offering Statement on Form 1-A
  Filed March 30, 2017
  File No. 024-10689

 

Dear Mr. Brown:

 

We have electronically filed herewith on behalf of Muscle Maker, Inc (the “Company”) Amendment No. 2 to the above-referenced offering statement on Form 1-A (“Amendment No. 2”). Amendment No. 2 is marked with <R> tags to show changes made from the previous filing. In addition, we have included a narrative response herein keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Robert E. Morgan dated November 7, 2017. We trust you shall deem Amendment No. 2 and the contents of this transmittal letter responsive to your comment letter.

 

General

 

Comment 1: Please continue to consider the financial statement updating requirements set forth in the Instructions to Form 1-A, Part F/S, section (b)(3) through (b)(5). In this regard, the amended filing should be updated to include unaudited interim financial statements for the six months ended June 30, 2017. Related financial information, such as, but not limited to, Summary Financial Data, MD&A, Dilution, and Capitalization, should also be updated.

 

Response: Pursuant to your request, the amended filing includes unaudited interim financial statements for the six months ended June 30, 2017 and updated related financial information.

 

Exhibits

 

Comment 2: We note that you have not filed any materials related to the company posted on the BANQ website. Please file as applicable. Refer to paragraph 13 of Item 17 of Form 1-A.

 

Response: Pursuant to your request, we have filed materials related to the company posted on the BANQ website as part of the testing the waters materials exhibit to Amendment No. 2.

 

330 CLEMATIS STREET, #217 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 

 
 

 

John Dana Brown

Securities and Exchange Commission

November 15, 2017

Page 2

 

Exhibit 13.1

 

Comment 3: Please refer to the first two pages and the associated legends. Please revise the materials to include the information required by Rule 255(b)(4) of Regulation A.

 

Response: Pursuant to your request, we have revised the legends of the first two pages of materials (posters) of Exhibit 13.1 to include the information required by Rule 255(b)(4) of Regulation A.

 

If the Staff has any further comments regarding Amendment No. 2 or any subsequent amendments to the Company’s offering statement on Form 1-A, please feel free to contact the undersigned.

 

Legal & Compliance, LLC  
     
By: /s/ Laura Anthony  
  Laura Anthony, Esq.  

 

cc: Beverly Singleton / U.S. Securities and Exchange Commission
  Claire Erlanger / U.S. Securities and Exchange Commission
  Donald E. Field / U.S. Securities and Exchange Commission
  Robert E. Morgan / Muscle Maker, Inc
  Craig D. Linder, Esq. / Legal & Compliance, LLC

 

330 CLEMATIS STREET, #217 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832