July 3, 2019
Carl Grant
Chief Executive Officer
Sun Kissed Industries, Inc.
2885 Sanford Ave SW #41437
Grandville, MI 49418
Re: Sun Kissed Industries, Inc.
Amendment No. 1 to
Form 1-A filed June 20, 2019
File No. 024-10991
Dear Mr. Grant:
We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our May 24, 2019
letter.
Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1. Please revise to explicitly state, if true, that in no event will you
offer more than
600,000,000 shares. Also clearly state, if true, that the maximum
aggregate offering
amount is $3,000,000. As an additional matter ensure that other
disclosures in the
offering circular are consistent with these statements. In that regard we
note the statement
on the cover page of a "[m]aximum offering of 400,000,000 Shares."
Principal Stockholders, page 25
2. Please tell us why you have not revised the "low range" and "high range"
columns to
reflect 30,000,000 and 600,000,000 shares, as disclosed on the cover
page.
Carl Grant
Sun Kissed Industries, Inc.
July 3, 2019
Page 2
Balance Sheet, page F-1
3. We note your response to our previous comment 8. However, please
reconcile the
inconsistencies on pages 12 and 26 that indicate you have
6,000,000,000 authorized shares
of common stock compared to 10,000,000,000 authorized shares disclosed
elsewhere
throughout the document, such as on the face of the balance sheets and
in the notes to the
financial statements.
General
4. We note that section 9 of your Subscription Agreement states that the
venue for any legal
action under the subscription agreement will be in the proper forum in
Clark County,
Nevada. Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
suits brought to enforce any duty or liability created by the
Securities Act or the rules
and regulations thereunder. If the provision applies to Securities Act
claims, please also
revise your offering circular to state that there is uncertainty as to
whether a court would
enforce such provision and that investors cannot waive compliance with
the federal
securities laws and the rules and regulations thereunder. If this
provision does not apply
to actions arising under the Securities Act or Exchange Act, please
also ensure that the
exclusive forum provision in the subscription agreement states this
clearly.
You may contact Melissa Gilmore at 202-551-3777 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or Laura Nicholson, Special Counsel, at
202-551-
3584 with any other questions.
FirstName LastNameCarl Grant Sincerely,
Comapany NameSun Kissed Industries, Inc.
Division of
Corporation Finance
July 3, 2019 Page 2 Office of
Transportation and Leisure
FirstName LastName