June 21, 2019
Lisa Averbuch
Chief Executive Officer
Celexus, Inc
8275 S. Eastern Ave. Suite 200
Las Vegas, Nevada 89123
Re: Celexus, Inc
Amended Registration Statement on Form 10-12G
Filed June 12, 2019
Current Report on Form 8-K
Filed April 2, 2019
File No. 000-52069
Dear Ms. Averbuch:
We have reviewed your amended 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.
Form 8-K Filed April 2, 2019
Item 4.01 Changes in Registrant's Certifying Accountant, page 2
1. Please amend to file an Exhibit 16 letter from your former accountant,
indicating whether
or not they agree with the statements made in your disclosures regarding
the former
accountant. Please refer to Item 304(a)(3) and Item 601 of Regulation
S-K.
Amended Registration Statement on Form 10-12G Filed June 12, 2019
Jumpstart our Business Startups Act, page 3
2. As we originally stated in comment 2 of our original comment letter,
dated February 27,
2019, it appears that company does not qualify as an Emerging Growth
Company under
Lisa Averbuch
FirstName LastNameLisa Averbuch
Celexus, Inc
Comapany NameCelexus, Inc
June 21, 2019
Page 2
June 21, 2019 Page 2
FirstName LastName
the JOBS Act. Please delete all mention of being an EGC throughout the
filing or tell us
in detail why you disagree with our analysis.
Business Overview, page 6
3. We note your response to our prior comment 1. As we originally
indicated in comment 2
of our comment letter dated February 27, 2019, please revise to
disclose that you are
a shell company and caution investors as to the highly illiquid nature
of an investment in
the company's shares, as well as the restrictions imposed on such
companies.
Signatures, page 36
4. We note that Lisa Averbuch signed this filing in the capacity of CEO
and CFO, although
you state under Recent Developments that she resigned as President and
is serving only as
a director of the company. Please revise or advise.
Audited Financial Statements for the Years Ending March 31, 2018 and 2017
Note 8 - Subsequent Events, page F-12
5. Based upon the disclosures in your amended Forms 8-K filed on May 21,
2019, it appears
you have not yet acquired Bio-Distribution. If it is true that the
acquisition of Bio-
Distribution has not been completed and is not probable of completion,
please amend both
your Form 10 and your Form 10-Q for the period ended December 31, 2018
to clarify this
material fact. We note, for example, disclosure here and on page 9
which indicates that
the acquisition has already taken place.
Correspondence Filed June 12, 2019
General
6. Your correspondence filed June 12, 2019 appears to be a copy of a
previously submitted
response letter. Please submit written responses to our comments
issued April 12, 2019.
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.
Lisa Averbuch
Celexus, Inc
June 21, 2019
Page 3
You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
S. Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Gregory Dundas,
Attorney Adviser, at (202) 551-3436 or Celeste Murphy at (202) 551-3257 with
any other
questions.
Sincerely,
FirstName LastNameLisa Averbuch
Division of
Corporation Finance
Comapany NameCelexus, Inc
Office of
Telecommunications
June 21, 2019 Page 3
cc: Elaine Dowling
FirstName LastName