RICHARDSON
& ASSOCIATES
ATTORNEYS AT LAW
July 11, 2016
MailStop 3561
United States
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Mara L. Ransom, Assistant Director of Consumer Products
Daniel Porco
Re: HyGen Industries, Inc.
Pre-Qualification Amendment Number Three
Offering Statement on Form 1-A
Filed January 25, 2016
File No. 024-10518
Dear Commission:
Enclosed for filing on behalf of HyGen Industries, Inc. (the "Company") is Pre-Qualification Amendment Number Three to the above referenced Offering Statement on Form 1-A, redlined to show changes from the previous filing. The following are our responses to the comments in your letter to Richard Capua, President of the Company, dated June 29, 2016.
Dilution, page 29
As stated in your comments, we do show the increase in net tangible book value per share attributable to shares offered in the offering to be $1.26 per share, and the net tangible book value per share after the offering to be $1.25 per share, both in the table and in the narrative.
Plan of Distribution, page 40
We explain the procedure by which prospective investors will be able to subscribe to the offering through StartEngine and how they will subsequently be notified of when their subscription has been accepted or rejected.
1453 Third Street Promenade, Suite 315, Santa Monica, California 90401
Telephone (310) 393-9992 Facsimile (310) 393-2004
United States
Securities and Exchange Commission
Division of Corporation Finance
July 11, 2016
Page 2 of 2
We respectfully request that the Securities and Exchange Commission qualify our Offering Statement. Accordingly, enclosed is a written statement signed by an authorized executive officer of HyGen Industries, Inc., containing the required acknowledgements.
Very Truly Yours,
Mark J. Richardson
cc: Richard Capua, President
Paul Dillon, Chief Financial Officer