May 24, 2019
Levi Jacobson
President and Chief Executive Officer
Hemp Naturals, Inc.
16950 North Bay Road, Suite 1803
Sunny Isles Beach, Florida 33160
Re: Hemp Naturals, Inc.
Offering Statement on Form 1-A
Filed April 26, 2019
File No. 024-10990
Dear Mr. Jacobson:
We have reviewed your offering 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 offering 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.
Form 1-A filed April 26, 2019
Cover Page, page 1
1. We note your disclosure that Mr. Levi Jacobson and Mrs. Maryna Bleier
"will each
hold or have the ability to control" approximately 49.41% of the voting
power of the
outstanding capital stock." Please revise here and page 23 to clarify
their beneficial
ownership consistent with Rule 13d-3.
2. We note the statement that the estimated price will be between $.05 and
$2.00. Please
revise to provide a bona fide range consistent with Rule 253(b)(2) of
Regulation A
and confirm, if true, that you intend to file an offering circular
supplement under Rule
253(g). Additionally, please revise your use of proceeds, dilution, and
Item 4 of Part I
information to use the midpoint of the range.
3. We note the statement on the cover page, page 11 and elsewhere that you
are "an SEC
reporting company." We also note, however, the Form 15 filed on April 2,
2019. Please
Levi Jacobson
FirstName LastNameLevi Jacobson
Hemp Naturals, Inc.
Comapany NameHemp Naturals, Inc.
May 24, 2019
May 24, 2019 Page 2
Page 2
FirstName LastName
revise to clarify your reporting status and the reports you intend to
file after qualification.
Management's Discussion and Analysis, page 5
4. Please discuss in more detail your plan of operations for the next
twelve months, including
specific information regarding each material event or step required to
pursue each of your
identified planned activities. Please also make corresponding changes
on page 15 under
Milestones. Additionally, please revise to state whether the proceeds
from the offering
will satisfy your cash requirements or whether you anticipate it will
be necessary to raise
additional funds in the next six months to implement the plan of
operations. See Item 9(c)
of Form 1-A
5. We note disclosure that your website has been developed. If
www.hempofnaturals.com is
your website please disclose on the cover page. See Item 1(b) of Form
1-A. Furthermore,
please reconcile the products for sale and other information on your
website with the
disclosure that your sole product to date has been hemp-based rolling
paper available "at a
promotional rate."
6. Please revise your liquidity disclosure to discuss and quantify the
aggregate dilutive
impact of your recently issued notes, some of which appear to include
mandatory
conversion at a 40% discount to the market price.
Plan of Distribution, page 18
7. We note the reference to selling shareholders. We also note the
reference on the cover
page to an amount of shares after the offering "assuming all of their
personal shares" are
sold. Please revise to provide complete selling shareholder
information. See Item 5 of
Part II of Form 1-A.
Certain Relationships and Related Transactions, page 23
8. Please disclose the material terms of the consulting agreement with
Blue Car Enterprises,
including the nature of the services provided, and file the agreement
as an exhibit. See
Item 17(6)(b) of Form 1-A.
9. Please revise to provide disclosure of all related party transactions
responsive to Item 13
of Part II. As a non-exclusive example, we note disclosure in the Form
8-K filed March
20, 2018 that the company issued 45,000,000 shares for consulting
services by Josef
Bleier, the husband of Maryna Bleier.
Security Ownership of Certain Beneficial Owners and Management, page 23
10. Please revise to provide the addresses and other information required
by Item 12 of Part II
of Form 1-A.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
Levi Jacobson
Hemp Naturals, Inc.
May 24, 2019
Page 3
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Linda Cvrkel at 202 551-3813 or Craig Arakawa at 202
551-3650 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mike Killoy at 202 551-7576 or Jim Lopez at 202 551-3536 with any other
questions.
Sincerely,
FirstName LastNameLevi Jacobson Division of
Corporation Finance
Office of Beverages,
Apparel and
Comapany NameHemp Naturals, Inc.
Mining
May 24, 2019 Page 3
cc: Tom DeNunzio, Esq.
FirstName LastName