United States securities and exchange commission logo
June 2, 2020
Ian E. Gilbey
Chief Executive Officer
Beyond Wellness International, Inc.
303 East 4th Street
Los Angeles, CA 90013
Re: Beyond Wellness
International, Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed May 22, 2020
File No. 024-11173
Dear Mr. Gilbey:
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
6, 2020 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed May 22, 2020
Risk Factors
"Risks Relating to This Offering and Investment"
"Our Business, Results of Operations and Financial Condition may be
Adversely. . ." , page 12
1. We note your disclosure
that "[t]he extent to which our operations may be impacted by the
COVID-19 pandemic will
depend largely on future developments, which are highly
uncertain and cannot be
accurately predicted, including new information which may
emerge concerning the
severity of the outbreak and actions by government authorities to
contain the outbreak or
treat its impact." Please amend your risk factor disclosure to
provide more detailed
risks related to the COVID-19 pandemic, and your Management's
Discussion and Analysis
to provide information about your financial condition as a result
Ian E. Gilbey
Beyond Wellness International, Inc.
June 2, 2020
Page 2
of COVID-19, tailored to your specific facts and circumstances. For
guidance, see CF
Disclosure Guidance: Topic No. 9 (March 25, 2020).
Dilution, page 17
2. We have reviewed the revisions made in response to comment 3. It does
not appear that
you subtracted total liabilities to calculate net tangible book value.
Also, you have stated
$5,300,000,000 in net offering proceeds instead of $5,300,000 here and
on page 16 in the
second paragraph under the heading "Use of Offering Proceeds." Please
revise or advise.
The Proposed Joint Venture Transaction, page 21
3. We note your disclosure that "the Company entered into a non-binding
Letter of Intent
with Linear Park Marketing, Inc. (LPMI) to purchase a 39% equity
interest in
PrimaPharma, Inc. (PPI) for total consideration of $5,000,000."
However, exhibit 6.7
indicates that the company will purchase a 49% interest in
PrimaPharma. Please revise
for consistency.
Interim Financial Statements
Statement of Cash Flows, page 56
4. We have reviewed the revisions made in response to comment 7. Please
also revise your
interim statement of cash flows for the nine months ended December 31,
2018 to include
revisions consistent with those made to the audited statement of cash
flows for the year
ended March 31, 2019.
Exhibit 11.1 Consent of MaughanSullivan, CPA, page 65
5. The consent references an incorrect audit report date. Also, the
consent should not be
dated earlier than the date of the audit report. Please revise.
Part III - Exhibits, page 65 Gilbey
FirstName LastNameIan E.
Comapany NameBeyond Wellness International, Inc.
6. Please tell us your consideration of including your Class A, Class C,
and Class D stock
June 2,warrants as 2
2020 Page exhibits to the filing.
FirstName LastName
Ian E. Gilbey
FirstName LastNameIan E. Gilbey
Beyond Wellness International, Inc.
Comapany NameBeyond Wellness International, Inc.
June 2, 2020
Page 3
June 2, 2020 Page 3
FirstName LastName
You may contact Anthony Watson at (202) 551-3318 or Linda Cvrkel at
(202) 551-
3813 if you have questions regarding comments on the financial statements and
related
matters. Please contact Katherine Bagley at (202) 551-2545 or Mara Ransom at
(202) 551-
3264 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Peter Berkman