Forwardly Inc (FORW)

[I-Glow]

I checked a company I researched - it was a Nigerian scam and they filed an S-1 and it was deemed effective in 2 months and 9 days.

Sharp filed the S-1 on 12/19/2023 as of today that is 4 months and 22 days.

Remember FORW was an old Bill Schaefer shell GRDO - so there might be a few problems.

I then checked when TSNP/HMBL filed a S-1. They filed it on 07/29/2021 and it was effective on 2022-07-27.

It took one year. But there were many comments from the SEC. At least 9 letters with comments such as the first.

"United States securities and exchange commission
Submitted July 29, 2021
CIK No. 0001119190
Dear Mr. Foote:
We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted July 29, 2021
Prospectus Cover Page, page i
1. Please revise your prospectus cover page, disclosure on page 7 and Plan of Distribution to
identify Brighton Capital as an underwriter. For guidance, refer to Question 139.13 of the
Securities Act Sections Compliance and ended December 31, 2020 and the six month period ended June 30, 2021. Refer to Rules
11-01 and 11-02 of Regulation S-X. If you believe that these acquisitions are not
significant, please explain why and provide your significance tests.
Risks Related to Our Common Stock
If we sell shares of our common stock under the EFA, our stockholders may experience
immediate dilution . . ., page 20
3. Please expand this risk factor to include disclosure about whether Brighton Capital can
engage in short-selling activities and, if so, how any sales activities after announcement of
a put may negatively affect your share price.
Agreement with Brighton Capital, page 24
4. Please expand this section to include disclosure about the material market activities of
Brighton Capital, including any short selling of your securities or other hedging activities
that Brighton Capital may or has engaged in, including prior to entering into the EFA and
prior to the receipt of any shares pursuant to the terms of the agreement; and how
Brighton Capital intends to distribute the securities it owns or will acquire.
Also include a discussion on how the provisions of Regulation M may prohibit Brighton
Capital and any other distribution participants that are participating in the distribution of
your securities from engaging in market making activities (e.g., placing bids or making
purchases to stabilize the price of the common stock) while the equity line is in effect;
and purchasing shares in the open market while the equity line is in effect.
Dilution, page 25
5. Please provide us with your calculation of net tangible book value before and after the
offering. We also note your reference to July 23, 2021. Please note these amounts should
be calculated using your latest balance sheet.
Liquidity and Capital Resources, page 30
6. You state that growth in revenues as well as proceeds received from convertible notes and
equity investments from April 1, 2021 through July 23, 2021 contributed to the growth in
cash to $4,125,000. Please disclose the amount of proceeds received from convertible
notes and equity investments.
Note 3. Reverse Merger , page F-13
7. Please explain to us and disclose how you accounted for the common shares issued and
outstanding of Tesoro Enterprises as part of the reverse merger transaction.
Report of Independent Registered Public Accounting Firm, page F-38
8. The unnumbered F pages after page F-37 appear to have been included in the registration Disclosure Interpretations.
Recent Acquisitions, page 6
2. For the acquisitions of Tickeri, Inc. on June 3, 2021 and Monster Creative, LLC on June
30, 2021, please file the historical financial statements for each acquisition pursuant to
Rule 8-04 of Regulation S-X. In addition, please present pro forma financial information
for the effect of the acquisitions as if they had occurred on January 1, 2020 for the year statement in error. Please remove.
General
9. You disclose that your common stock is quoted on the Pink Open Market and that sales by
the selling stockholders may be made at "fixed prices, at prevailing market prices at the
time of sale, at prices related to the prevailing market price, at varying prices determined
at the time of sale, or at negotiated prices." Please note that the Pink Open Market is not
an established public trading market into which a selling stockholder may offer and sell
shares at other than a fixed price. Accordingly, please revise your cover page disclosure,
and make corresponding changes elsewhere in the prospectus, including in the Plan of
Distribution, to disclose a fixed price at which the selling shareholder will offer and sell
shares until your shares are listed on a national securities exchange or quoted on the OTC
Bulletin Board, OTCQX, or OTCQB, at which time they may be sold at prevailing market
prices or in privately negotiated transactions. Refer to Item 501(b)(3) of Regulation S-K."

And that was just the first of 9 comments.

Everyone might want to relax as it could be 7 more months.

IG