Suares & Associates
Attorneys at Law
833 Flatbush Avenue
Suite 100
Brooklyn, New York 11226
dsuares@suaresassociates.com
| Tel: 718-622-8450 | Fax: 718-282-3113 |
January 28, 2021
Deanna Virginio, Esq.
Staff Attorney
Division of Corporation Finance
Office of Life Sciences
United States Securities and Exchange Commission
Washington, DC 20549
| Re: | Sun Kissed Industries, Inc. Filed January 11, 2021 File No. 024-10991 |
Dear Ms. Virginio,
On behalf of Sun Kissed Industries, Inc. (the “Company”), we respond as follows to the Staff’s comment letter, dated January 25, 2021, relating to the above-captioned Post-Qualification Amendment No. 1 to Form 1-A (“Offering Circular”). Captions and page references herein correspond to those set forth in the Offering Circular.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments in italics and provided the Company’s response to each comment immediately thereafter.
Post-qualification Amendment No. 1 to Form 1-A filed January 11, 2021
Executive Compensation, page 41
1. Please provide your executive compensation information as of December 31, 2020, rather than December 31, 2019, as required by Item 11 of Part II of Form 1-A.
Principal Stockholders, page 44
The Company has made the requested change and updated the executive compensation as of December 31, 2020.
2. We note that the information in the beneficial ownership table is provided as of November 20, 2020. Please revise the table to provide the information as of the most recent practicable date, as required by Item 12 of Part II of Form 1-A.
The Company has updated the beneficial ownership table as of January 25, 2021.
3. In addition to qualifying a Regulation A offering with the Commission, issuers in Tier 1 offerings must register or qualify their offering in any state in which they seek to offer or sell securities pursuant to Regulation A. Please provide a written representation confirming that at least one state has advised the company that it is prepared to qualify or register the offering.
The Company’s Offering Circular was registered in New York State as of September 25, 2019. I have enclosed a copy of the letter from the New York Office of the Attorney General, dated October 25, 2019.
Please contact me with any questions or comments on the enclosed. Thank you.
Sincerely,
/s/ Donnell Suares
Donnell Suares
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