October 9, 2019
Max Khan
President and Chief Executive Officer
LifeQuest World Corp.
100 Challenger Road, 8th Floor
Ridgefield Park, NJ 07660
Re: LifeQuest World Corp.
Offering Statement on Form 1-A
Filed September 13, 2019
File No. 024-11073
Dear Mr. Khan:
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.
Offering Statement on Form 1-A
Offering Circular Summary
The Company, page 5
1. We note that you acquired all of the assets of BioPipe Global AG and its
wholly-owned
Turkish subsidiary, BioPipe Cevre Teknolojileri A.S. on May 7, 2019.
Please add
disclosure here and to the financial statement footnotes that describes
the key terms of this
acquisition.
Directors and Executive Officers and Corporate Governance, page 29
2. Please expand your disclosure to clearly describe the business experience
during the past
five years of Messrs. Khan and Kutluca, including in each case their
principal occupations
and employment during that period, and the name and principal business of
any
corporation or other organization in which such occupations and
employment were carried
on. In addition, we note your disclosure that Mr. Khan is currently
overseeing several
Max Khan
FirstNameWorld Corp. Khan
LifeQuest LastNameMax
Comapany 2019
October 9, NameLifeQuest World Corp.
October 9, 2019 Page 2
Page 2
FirstName LastName
private equity investments, and Mr. Kutluca is still running his three
companies in Zurich,
Istanbul and Dubai. Please also describe any potential conflicts of
interest that may arise
from their other business activities. Refer to Items 10(c) and 10(a)
of Part II of Form 1-A.
3. Your disclosure on page 30 indicates that your country head in India
is a significant
employee. Please provide the disclosure required by Item 10 of Part II
of Form 1-A for
significant employees.
Security Ownership of Certain Beneficial Owners and Management, page 33
4. Please revise your disclosure by adding a footnote to your security
ownership table, if
appropriate, to describe the nature of beneficial ownership and
whether certain individuals
listed in the security ownership table own the shares jointly. We note
your disclosure with
respect to the holdings of 11.64% and 15.30%, respectively, of your
shares of common
stock held by multiple individuals.
Certain Relationships and Related Transactions, page 34
5. You disclose in your financial statements that convertible promissory
notes in the
aggregate amount of $88,000 are held by a related party. Please revise
your disclosure
here to describe these transactions and identify the related party. In
addition, please
disclose whether these notes are subject to a settlement agreement as
it appears that the
agreement you filed as Exhibit 1A-6 relates to these notes. Refer to
Items 13 and 7(a)(vi)
of Part II of Form 1-A.
Notes to Financial Statements
Note 8 - Merger Agreement, page F-11
6. We note from your disclosure here and on page 5 that you acquired all
of the outstanding
shares of BioPipe Global Corp. ("BioPipe Global") in exchange for
75,000,000 shares of
your common stock. Based on the description of this transaction, it is
not clear
whether you have completed an asset acquisition or a business
combination as defined
in ASC 805. If this is a business combination, clarify your disclosure
and refer to Form 1-
A, Part F/S (b)(7)(iii) regarding the financial statement requirement
and (b)(7)(iv)
regarding the pro forma financial information requirement, as it
pertains to BioPipe
Global.
Exhibits
7. We note counsel's opinion is limited to the laws of the State of
Nevada. However, the
Company is incorporated in the State of Minnesota. Please provide a
legal opinion that
covers the laws of the State of Minnesota. For guidance, see Section
II.B.1.a. of Staff
Legal Bulletin No. 19 (CF), Legality and Tax Opinions in Registered
Offerings (October
14, 2011), available at https://www.sec.gov/interps/legal/cfslb19.htm.
Max Khan
LifeQuest World Corp.
October 9, 2019
Page 3
8. Please file copies of of the following agreements of the Company as
exhibits or explain
why they are not required to be filed.
Joint venture agreements with each of Biotech Innovations Ltd.,
Environest Global
Pvt Limited, and Abrimix (Pty) Ltd.;
Warrant agreement dated April 11, 2019 with Berkshire International
Finance Inc.;
Purchase agreement for the acquisition of all the assets of BioPipe
Global AG and its
wholly-owned subsidiary, BioPipe Cevre Teknolojileri A.S.; and
Convertible promissory notes issued on November 7, 2018 in the
amount of $25,000,
December 4, 2018 in the amount of $23,000, and February 20, 2018 in
the amount of
$40,000.
Refer to Item 17 of Part III of Form 1-A.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have 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.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions
regarding comments
on the financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Lauren Nguyen, Legal Branch Chief, at 202-551-3642
with any
other questions.
Sincerely,
FirstName LastNameMax Khan Division of
Corporation Finance
CF Office of
Energy &
Comapany NameLifeQuest World Corp.
Transportation
October 9, 2019 Page 3
cc: Sean Doney, Esq.
FirstName LastName