SEC – ‘UPLOAD’ from 4/21/22 re: Metaterra Corp. – ‘TEXT-EXTRACT’

On:  Thursday, 4/21/22, at 12:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-4283

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     31K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    13K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

April 21, 2022      

Anyoline De Jesus De Perez                                        
President, Treasurer and Secretary                                
Metaterra Corp.                                                   
Calle Principal 54, Munoz                                         
Puerto Plata, Dominican Republic 57000                            

                                                   Re: Metaterra Corp.
                                                    Registration
Statement on Form S-1                                                           
                                                       Filed March 23,
2022                                                                            
                                                           File No. 333-263777

Dear Ms. De Jesus De Perez:                                       

     We have reviewed your 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 amending your registration
statement and providing the                                                     
     requested information. 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 any amendment to your registration statement and
the information you                                                             
     provide in response to these comments, we may have additional comments.

Registration Statement on Form S-1 Filed March 23, 2022           

"We Have Not Identified Any Customers ... ", page 6               

 1.                                                   We note your statement
that "[w]e have identified just two customer[s] who prepaid us for              
                                                      auto parts to date and
we cannot guarantee that we will ever have any new customers."                  
                                                   Please disclose the
amount of the customers' prepayment, whether it is one-time order or            
                                                       an order for parts on a
recurring basis, and your delivery obligations to such customers.               
                                                    Please also disclose
whether these customers are individuals or businesses, and to the               
                                                extent that your
business plan contemplates sales to retail or businesses, please revise the     
                                                       appropriate sections of
your prospectus to state as much. Additionally, to the extent that              
                                                     you have entered into
contracts with your two customers, please revise to state as much               
                                             and file such
agreements as exhibits or tell us why you are not required to do so. Please     
                                             refer to Item
601(b)(10) of Regulation S-K.                                                   
Anyoline De Jesus De Perez                                                    
FirstName   LastNameAnyoline De Jesus De Perez                                  
Metaterra Corp.                                                                 
Comapany                                                                        
April       NameMetaterra Corp.                                                 
21, 2022                                                          
April 221, 2022 Page 2                                                          
Page                                                                            
FirstName LastName                                                              
Directors, Executive Officers, Promoter and Control Persons, page 24            

2.       We note your statement that "[f]or the last 10 years Ms. De Jesus De   
Perez, has been                                                                 
    managing [her] own car rental business in the Dominican Republic."
Please revise to                                                                
      provide all of the information required by Item 401(e) of Regulation
S-K.                                                                            
Certain Relationships and Related Transactions, page 26                         

3.       We note your statement that "[o]ther than Ms. De Jesus De Perez        
purchase of founders                                                            
    shares from the Company as stated below, there is nothing of value
(including money,                                                               
        property, contracts, options or rights of any kind), received or to be
received, by Ms. De                                                             
        Jesus De Perez, directly or indirectly, from the Company." However, we
also note your                                                                  
        statement that "[a]s of December 31, 2021, the Company had $2,084 cash
and our                                                                         
     liabilities were $825, comprising $825 owed to Anyoline De Jesus De
Perez ... ." Please                                                             
reconcile.                                                    
Item 16. Exhibits, page II-2                                                    

4.       Please file an opinion of counsel regarding the legality of the        
securities being registered                                                     
and the corresponding consent of counsel. Please refer to Item
601(b)(5)(i) and Item                                                           
601(b)(23)(i) of Regulation S-K.                              
General                                                                         

5.       It appears that you may be a shell company, as that term is defined in 
Rule 405 of the                                                                 
Securities Act, based on the fact that you have no or nominal 
operations and nominal                                                          
      assets consisting solely of cash and cash equivalents. Please revise
your cover page to                                                              
  disclose that you are a shell company and add a risk factor that
highlights the                                                                  
     consequences of shell company status or otherwise provide us with a
detailed legal                                                                  
analysis explaining why you are not a shell company.          
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      
Anyoline De Jesus De Perez                                                    
Metaterra Corp.                                                                 
April 21, 2022                                                                  
Page 3                                                                          

       You may contact James Giuliano at (202) 551-3319 or Theresa Brillant at
(202) 551-                                                                      
3307 if you have questions regarding comments on the financial statements and   
related                                                                         
matters. Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202)    
551-3442 with any                                                               
other questions.                                                                

                                              Sincerely,
FirstName LastNameAnyoline De Jesus De Perez                                    
                                               Division of
Corporation Finance                                                             
Comapany NameMetaterra Corp.                                                    
                                                     Office of Trade &
Services                                                                        
April 21, 2022 Page 3                                                           
cc:       Robert J. Zepfel                                                      
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		4/21/22		UPLOAD
		3/23/22		S-1,  UPLOAD
		12/31/21		UPLOAD
				List all Filings