October 29, 2019
Karen Howard
Chief Executive Officer
Greene Concepts, Inc.
13195 U.S. Highway 221N
Marion, North Carolina 28752
Re: Greene Concepts, Inc.
Offering Statement on Form 1-A
Filed October 2, 2019
File No. 024-11090
Dear Ms. Howard:
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 October 2, 2019
General
1. We note that you acquired Mammoth Ventures Inc., formerly known as North
Cove
Springs Bottling and Beverage, Inc., for $1,350,000. Please tell us how
you determined
that financial statements for Mammoth and pro forma financial information
were not
required in your offering statement pursuant to Part F/S(b)(7)(iii) and
(iv) of Form 1-A of
Regulation A. Additionally, please clarify whether the date of the
acquisition was
December 24, 2018 or February 6, 2019.
2. We note that Exhibit 6.2 refers to Ms. Howard, the Chief Executive
Officer and Principal
Accounting Officer, as a contractor. Please tell us and disclose whether
you consider Ms.
Howard to be a contractor or an employee of the company. If she is a
contractor, please
provide analysis with regard to New York Business Corporation Law and
your Bylaws as
to how the Company may legally fill this position with a contractor.
Include a discussion
regarding the difference in state and federal liability of a contractor
compared to an
Karen Howard
FirstName LastNameKaren Howard
Greene Concepts, Inc.
Comapany NameGreene Concepts, Inc.
October 29, 2019
Page 2
October 29, 2019 Page 2
FirstName LastName
employee of the company.
Overview, page 1
3. Please reconcile your disclosure on page 1 that on February 6, 2019,
BNL Capital agreed
to sell 100% of the outstanding shares of Mammoth to you with your
disclosure on page
26 that in November 2018 you formed Mammoth as a wholly-owned
subsidiary and on December 24, 2018 Mammoth entered into an agreement
to acquire the
Marion facility. Please make conforming changes throughout the
offering statement.
The Offering, page 5
4. We note your disclosure on page 5 that the minimum subscription amount
is
$100. Please tell us with specificity which provision in the
subscription agreement
mentions a minimum subscription amount of $100.
Since our officers and directors have substantial influence over the company,
page 12
5. On page 12 you refer to your directors and executive officers have
significant control over
stockholder matters and the substantial equity interest held by your
CEO. However,
you disclose on page 33 that your officers and directors as a group
beneficially own
0.23% of the total voting stock of the company. Please reconcile.
Also, tell us how you
calculated the percentage ownership of your officers and directors
mentioned on page 12
if all of the shares offered are sold.
Use of Proceeds, page 19
6. Please revise the disclosure in this section to explain how the
proceeds will be used for the
four phases mentioned on page 29.
Description of Business
Government Regulation, page 20
7. Please include a discussion regarding your plans to bring your
"nutrionally enhanced"
beverage to market and the regulatory process with the FDA and other
agencies you
mention on page 24. Please include an estimate of time and cost to
receive approval for
your products to be sold to consumers and the type of approval you
will seek. Please make
sure your Phase Three plan of operation is consistent with the time
and expense
disclosed. In addition, include a discussion regarding the "strong
science and
documentation" to which you refer on page 34 and the foundation for
your claims CBD
products have nutritionally enhancing properties and are beneficial
for health and
wellness.
Interests of Management and Others in Certain Transactions, page 33
8. Please describe the transactions in which Loren Brown and Robert
Levitt acquired 12
million shares of your Preferred Class A Stock. Also, tell us why you
have not included in
Karen Howard
FirstName LastNameKaren Howard
Greene Concepts, Inc.
Comapany NameGreene Concepts, Inc.
October 29, 2019
Page 3
October 29, 2019 Page 3
FirstName LastName
this section disclosure concerning Leonard Greene. In this regard we
note your disclosure
on page F-13 about the loan payable to Mr. Greene and the disclosure
on page F-15 that
Mr. Greene is a beneficial shareholder.
Security Ownership of Management and Certain Securityholders, page 33
9. We note for the fiscal year ended July 2018, Mr. Leonard Greene owned
ten million
shares of your preferred stock and continued to serve as president of
the corporation in
2019. You disclose the Company issued Messrs. Brown and Levitt
preferred stock in
exchange for financing the acquisition in February of 2019 equaling 12
million shares.
However, we note your disclosure on page 34 that there are 12,085,500
shares of your
preferred stock issued and outstanding. Please revise the beneficial
ownership table on
page 33 or revise the business section to disclose the repurchase of
Mr. Greene's shares.
In addition, in Part I of your offering statement, you disclose the
issuance of only 85,500
preferred shares, when it appears you issued 12 million within the
last 12 month period.
Please revise or explain this discrepancy to us.
10. Please confirm Ms. Kaye and Mr. Kraemer are no longer significant
shareholders in the
company and disclose the mechanism by which they disposed of their
shares. In addition,
please tell us how many shares were outstanding as of July 31, 2018.
On page F-15, you
indicate the 445,000,000 shares owned by Ms. Kaye constituted 43% of
the outstanding
common stock of the company, which exceeds the number set forth in the
footnotes to the
beneficial ownership table on page 33. Please reconcile this
disclosure.
Unaudited Financial Statements for the Nine Months Ended April 30, 2019
Note 1 Significant Accounting Policies
E. Fixed Assets, page F-5
11. We note your disclosure that the Marion, North Carolina facility was
valued by a third
party appraisal and is depreciated based on that valuation. Although
you are not required
to make reference to this independent third-party expert, to the
extent that you do refer to
experts in your offering statement, we remind you that you should
disclose the name of
the expert and include the expert's consent pursuant to Item 17(11) to
Part III of Form 1-
A. Please revise your offering statement accordingly, remove the
reference to the third
party appraiser, or explain to us why a consent is not required.
Exhibit Index, page F-17
12. Please file as exhibits the Asset Purchase Contract and Receipt
agreement mentioned on
page 26 and the agreement underlying the shareholder loan payable
mentioned on page F-
13.
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
Karen Howard
Greene Concepts, Inc.
October 29, 2019
Page 4
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 Dale Welcome at 202-551-3865 or John Cash, Accounting
Branch
Chief, at 202-551-3768 if you have questions regarding comments on the
financial statements
and related matters. Please contact Thomas Jones at 202-551-3602 or Kate
McHale, Staff
Attorney, at 202-551-3464 with any other questions.
Sincerely,
FirstName LastNameKaren Howard
Division of
Corporation Finance
Comapany NameGreene Concepts, Inc.
Office of
Manufacturing
October 29, 2019 Page 4
cc: Louis A. Bevilacqua
FirstName LastName