United States securities and exchange commission logo
August 19, 2020
Kenneth Tapp
Chief Executive Officer
MjLink.com, Inc.
3465 Gaylord Court, Suite A509
Englewood, CO 80113
Re: MjLink.com, Inc.
Amendment No. 4 to
Offering Statement on Form 1-A
Filed August 7,
2020
File No. 024-11154
Dear Mr. Tapp:
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 June
26, 2020 letter.
Amendment No. 4 to Offering Circular
Cover Page
1. We note the disclosure
you added regarding Ken Tapp's beneficial ownership in the
company in response to
prior comment 1. Disclose that the 7.58% beneficial ownership
of Ken Tapp, through
LVC Consulting, is on a fully diluted basis assuming full
conversion of the
company's outstanding Preferred Shares. In addition, disclose the
percentage of currently
outstanding shares of Class A common stock LVC Consulting
owns.
Kenneth Tapp
FirstName LastNameKenneth Tapp
MjLink.com, Inc.
Comapany
August 19, NameMjLink.com,
2020 Inc.
August
Page 2 19, 2020 Page 2
FirstName LastName
Company History Overview, page 3
2. You disclose that the company continues to operate as a division of
Social Life Network.
Given the small minority interest that Social Life Network holds in
MjLink, please clarify
the nature of the relationship between these two companies, including
the level of control
by Social Life Network over MjLink and the extent to which funds will
flow between the
two companies. If the relationship is a result of common control by
Ken Tapp over both
companies, please clarify that this is the case and provide risk
factor disclosure of the
conflicts of interest of Mr. Tapp due to his equity interests, voting
interests and fiduciary
duties at both companies.
Directors, Executive Officers and Corporation Governance, page 47
3. Please remove the advisors from your list of executive officers and
directors on page 47.
In addition, since Leslie Bock is no longer a director of the company
as of July 10, 2020,
please advise why he signed the offering statement as a director.
Certain Relationships and Related Party Transactions, page 51
4. We note the disclosure you added in response to prior comment 4.
Please also disclose
the consideration paid by your officers and directors and their
affiliates for the Class A
common shares and Preferred Shares they were issued.
Security Ownership of Management and Certain Security Holders, page 51
5. You disclose that you have 10,068,087 preferred shares issued and
outstanding, but only
1,200,000 preferred shares are discussed on page 51 and disclosed in
the table on page
52. Please advise who owns the balance of your preferred shares.
Confirm that no holder
of your preferred shares beneficially owns more than five percent of
your Class A
common stock assuming conversion of the preferred shares.
Description of Capital Stock
Class B Common Stock Shares, page 54
6. Disclose whether you have any plans or arrangements to issue the Class
B Common
Stock. Specifically disclose whether you intend to issue this stock to
Ken Tapp or any of
his affiliates. In this regard, we note that Mr. Tapp holds all 25
million shares of similar
Class B common stock of Social Life Network. Disclose here and provide
risk factor
disclosure that, due to the fact that the Class B Common Stock has 100
votes per share,
the issuance of Class B Common Stock could be used to give voting
control over MjLink
to a person or persons without shareholder approval.
Preferred Shares, page 54
7. Disclose that the Preferred Shares have no voting rights.
Kenneth Tapp
FirstName LastNameKenneth Tapp
MjLink.com, Inc.
Comapany
August 19, NameMjLink.com,
2020 Inc.
August
Page 3 19, 2020 Page 3
FirstName LastName
Note 1 - Organization and Description of Business
Financial Statement Presentation, page F-7
8. We note your response to prior comment 6 and there continues to be
references to interim
presentation and disclosures. Please review your financial statement
presentation and
disclosures as well as the audit report for the following and revise
or remove accordingly:
The Financial Statement Presentation disclosure on pages F-7 and
33 and Note 2
Basis of Presentation continue to contain language that only
relate to interim
disclosures.
The captioning of your financial statements as "condensed" relates
to interim
presentation. Additionally, the auditor's report should correctly
identify and refer to
each of the financial statements, see AU-C 700.25.
General
9. We note your response to prior comment 1. The offering circular,
however, continues to
refer to Social Life Network as MJLink's parent. See, e.g., disclosure
on pages 39, 40, 41
and 51, as well as the footnotes to the executive compensation table
and the beneficial
ownership table. Please remove references to Social Life Network, Inc.
currently being
MjLink's parent company.
10. We note your response to prior comment 8. It does not appear, however,
that any changes
have been made to the disclosure in Item 6 of Part I. Therefore, we
reissue the comment.
Please revise Item 6 of Part 1 to provide the required information on
unregistered
securities issued in the past year, including the May 9, 2020 issuance
of Class A common
shares and July 11, 2020 issuance of Preferred Shares.
11. We note the addition of disclosure that you will accept Bitcoin and
Ethereum as payment
for the securities being offered. Please clarify the following:
how you will value the Bitcoin and Ethereum initially and on an
ongoing basis;
how you will determine the amount of securities to which a
purchaser will be entitled
and at what point you will determine the number of shares;
who will bear the risk of a downturn in price of the Bitcoin and
Ethereum between
the time it is delivered to the company and the time that the
company determines the
amount of securities to be issued;
how you will hold and secure the Bitcoin and Ethereum that you
receive prior to
receiving the minimum offering amount to close the offering; and
whether you intend to hold the Bitcoin and Ethereum that you
receive for investment
or convert them into fiat currency immediately upon receipt or
soon thereafter.
Kenneth Tapp
FirstName LastNameKenneth Tapp
MjLink.com, Inc.
Comapany
August 19, NameMjLink.com,
2020 Inc.
August
Page 4 19, 2020 Page 4
FirstName LastName
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
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Frederick M. Lehrer