April 12, 2019
Lisa Averbuch
Chief Executive Officer
Celexus, Inc
8275 S. Eastern Ave. Suite 200
Las Vegas, Nevada 89123
Re: Celexus, Inc
Registration Statement on Form 10-12(G)
Filed February 5, 2019
Form 10-Q for the Quarter Ended December 31, 2018
Filed April 3, 2019
Form 8-K Filed February 25, 2019
File No. 000-52069
Dear Ms. Averbuch:
We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Registration Statement on Form 10-12(G)
Business Overview, page 6
1. We note your response to our prior comment 2. Please correct the apparent
typographical
error stating that an investment in the company may be highly "illegal."
2. We note your response to our prior comment 3. As previously requested,
please explain
the phrase "an attractive win win proposal." Delete or revise the phrase
"highly-seasoned
and well-trained team of industry professionals," given that you have no
employees.
3. As previously requested in prior comment 4, please delete or provide
objective support for
the claim that CBD oil can treat hundreds of medical issues.
Lisa Averbuch
FirstName LastNameLisa Averbuch
Celexus, Inc
Comapany NameCelexus, Inc
April 12, 2019
April 2 2019 Page 2
Page 12,
FirstName LastName
4. With respect to your response to our previous comment 6, please revise
to clarify how the
company expects to be able to purchase quality hemp seeds, in light of
the difficulty and
cost involved. Explain the process and discuss the cost in greater
detail.
5. Please revise to clarify the added phrase in response to prior comment
7, "and the predict
spoiling while waiting for outside labs."
6. We note your response to our prior comment 8. Please file the
agreement as an exhibit to
the registration statement and provide fuller disclosure regarding the
nature of this
transaction. We note in particular that Bio Distribution is a related
party.
Risk Factors, page 10
7. We note the additional disclosure in response to our prior comment 10.
Please further
revise to provide a clearer picture of how extensive the regulations
are and how they will
impact your business.
Management's Discussion and Analysis of Financial Condition, page 16
8. We note your responses to prior comments 14 and 15. Please provide
more complete
disclosure regarding your plan of operation as previously requested,
particularly your
expected need for additional funding in light of your statement on
page 8 that the initial
start-up costs for hemp cultivation can be "staggering."
Security Ownership of Certain Beneficial Owners and Management, page 18
9. We note your response to prior comment 16. Please revise to clarify
specifically how
many shares Lisa Averbuch has beneficial ownership of.
Directors and Executive Officers, page 19
10. Please revise the biographical disclosure regarding David Soto and
Michael Cashion to
eliminate general claims about their abilities and successes, and
instead provide clear,
objective disclosure regarding their business experience during the
last five years, as
outlined in Item 401(e) of Regulation S-K.
Notes to Financial Statements
Note 8. Subsequent Events, page F-12
11. We note your response to comment 22 regarding the acquisition of
Bio-Distribution.
Given the material nature of this transaction, please amend to provide
the disclosures
described in ASC 805-10-50. Please also amend to disclose the
following:
the related party nature of this material acquisition;
number of shares issued to acquire Bio-Distribution;
how you plan to account for the transaction (including common
control considerations
under ASC 805-50-25); and
Lisa Averbuch
Celexus, Inc
April 12, 2019
Page 3
how you determined the fair value of the acquired business.
Form 10-Q for the Quarter Ended December 31, 2018
Notes to the Consolidated Financial Statements
Note 5. Subsequent Events, page F-6
12. Please amend your Form 10-Q, as applicable, to address the above comments
in your
interim filing as well.
Form 8-K Filed February 25, 2019
Item 1.01 Entry into a Material Agreement, page 2
13. We note your responses to comments 2 and 19. As a shell company, you were
required to
provide Bio-Distribution's financial statements and related Article 11
pro forma
information within four business days of the completion of the
acquisition. Please refer to
Item 9.01(c) of Form 8-K and amend your Form 8-K immediately to provide
this
information.
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.
You may contact Robert Shapiro, Senior Staff Accountant at (202)
551-3273 or Lisa
Etheredge, Senior Staff Accountant, at (202) 551-3424 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Gregory Dundas,
Attorney Advisor, at (202) 551-3436 or Celeste Murphy, Legal Branch Chief, at
(202) 551-3257
with any other questions.
Sincerely,
FirstName LastNameLisa Averbuch
Division of
Corporation Finance
Comapany NameCelexus, Inc
Office of
Telecommunications
April 12, 2019 Page 3
cc: Elaine Dowling
FirstName LastName