October 28, 2019
Patrick Bilton
Chief Executive Officer
MJ Harvest, Inc.
9205 West Russell Road, Suite 240
Las Vegas, NV 8913
Re: MJ Harvest, Inc.
Registration Statement on Form S-1
Filed October 2, 2019
File No. 333-234048
Dear Mr. Bilton:
We have reviewed your registration 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 registration 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 registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. It appears that you qualify as an "emerging growth company" as defined
in the Jumpstart
Our Business Startups Act. Please revise your prospectus to:
Check the appropriate box on the registration statement cover page;
Describe how and when a company may lose emerging growth company
status;
Briefly describe the various exemptions that are available to you,
such as an
exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 and
Section 14(a)
and (b) of the Securities Exchange Act of 1934;
State your election under Section 107(b) of the JOBS Act;
If you have elected to opt out of the extended transition period for
complying with
new or revised accounting standards pursuant to Section 107(b),
include a statement
that the election is irrevocable; or
Patrick Bilton
FirstName LastNamePatrick Bilton
MJ Harvest, Inc.
Comapany NameMJ Harvest, Inc.
October 28, 2019
October 28, 2019 Page 2
Page 2
FirstName LastName
If you have elected to avail yourself of the extended transition
period for complying
with new or revised accounting standards under Section 102(b)(1),
provide a risk
factor explaining that this election allows you to delay the
adoption of new or revised
accounting standards that have different effective dates for
public and private
companies until those standards apply to private companies. Also
state that as a
result of this election, your financial statements may not be
comparable to companies
that comply with public company effective dates.
2. You disclose that the selling security holders may sell some or all of
their shares at
prevailing market prices. Please revise here, and make corresponding
changes elsewhere
in the prospectus, to disclose a fixed price at which shares will be
sold until your shares
are listed on a national securities exchange or quoted on the OTC
Bulletin Board, OTCQX
or OTCQB, at which time they may be sold at prevailing market prices
or in privately
negotiated transactions. Refer to Item 501(b)(3) of Regulation S-K.
Special Note Regarding Forward-Looking Statements, page 3
3. Please note that reliance upon the safe harbor protections for
forward-looking statements
under the Private Securities Litigation Reform Act is not permitted in
initial public
offerings. See Section 27A of the Securities Act of 1933. Please
either delete any
references to the Private Securities Litigation Reform Act or make
clear that the safe
harbor does not apply to this offering. Also, please move this section
to a location after
the risk factors section.
Prospectus Summary
MJ Harvest, Inc., page 3
4. Please disclose the basis for and the assumptions underlying your
belief that sales will
ramp up significantly in calendar year 2019 and that you expect to
experience additional
growth over the next three years. Clarify, if true, that there can be
no assurances that your
sales will increase in calendar year 2019.
Risk Factors, page 5
5. Please add a risk factor that discusses the concentration of ownership
of your common
stock among your existing officers, directors and principal
stockholders.
6. Please add a risk factor that addresses the exclusive forum provision
in your bylaws.
Further, we note that your forum selection provision designates state
and federal courts for
Clark County, Nevada as the exclusive forum for certain litigation,
including any
"derivative action." Please disclose whether this provision applies to
actions arising under
the Securities Act or Exchange Act. If so, please also state that
there is uncertainty as to
whether a court would enforce such provision. If the provision applies
to Securities Act
claims, please also state that investors cannot waive compliance with
the federal securities
laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
Patrick Bilton
FirstName LastNamePatrick Bilton
MJ Harvest, Inc.
Comapany NameMJ Harvest, Inc.
October 28, 2019
October 28, 2019 Page 3
Page 3
FirstName LastName
brought to enforce any duty or liability created by the Securities Act
or 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 governing documents states this clearly.
7. Please add a risk factor discussing the potential impact of the
imposition of tariffs on your
business. We note that you utilize Chinese vendors for manufacturing a
significant
portion of the products you sell.
8. We note that each of Messrs. Bilton, Herr and Cornwell appear to be
engaged in outside
business activities. Please add a risk factor disclosing any potential
conflicts of interest
that may arise from their business activities and the number of hours
per week they will
devote to the company's business. Please disclose whether you have
policies in place
regarding the manner in which your management will resolve the types
of conflicts of
interest that you describe in this risk factor.
9. Please tell us whether you plan to register your class of common stock
under the
Exchange Act. If you do not plan to file an Exchange Act registration
statement, include a
risk factor alerting investors that you will only be subject to the
reporting obligations
under Section 15(d) of the Exchange Act. The risk factor should
explain the effect on
investors of the automatic reporting suspension under Section 15(d) of
the Exchange Act,
as well as the inapplicability of the proxy rules, Section 16 of the
Exchange Act and the
majority of the tender offer regulations.
Description of Business, page 12
10. You state on page F-18 that shipments to two customers accounted for
80% of your sales
in the year ended May 31, 2019. Please disclose the material terms of
your agreements
with them, including but not limited to, the term and any termination
provisions and the
identity of the customers. In addition, add a risk factor disclosing
your substantial
dependence upon these customers and the effect on your business if the
relationship
terminates.
Competitive Advantages, page 13
11. Please disclose the basis for your belief that a more active trading
market will develop for
your shares. Clarify that there can be no assurance that any such
market will develop.
Certain Relationships and Related Transactions, page 20
12. Please disclose that Mr. Bilton will become entitled to cash
compensation when the
company receives at least $500,000 in a private placement or public
offering. Please also
disclose the related party transactions with Messrs. Tobias and Bilton
described on page
F-14. Refer to Item 404(d) of Regulation S-K.
13. Please disclose the material terms of your loan arrangements or
advances from your
officers and directors, including the repayment terms and interest
rates. We note that
Patrick Bilton
MJ Harvest, Inc.
October 28, 2019
Page 4
Messrs. Cornwall, Tobias, and Bilton have each advanced funds to the
company for
operating expenses and these amounts remain outstanding as of May 31,
2019.
Index to Financial Statements, page F-1
14. You have provided financial statements as of May 31, 2019. As you prepare
your
amended document, please be aware of the requirements set forth in Rule
8-08 of
Regulation S-X regarding the age of the financial statements included in
your filing.
General
15. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNamePatrick Bilton
Division of
Corporation Finance
Comapany NameMJ Harvest, Inc.
Office of
Technology
October 28, 2019 Page 4
cc: Gary R. Henrie, Esq.
FirstName LastName