United States securities and exchange commission logo
September 15, 2020
Nelson Grist
Chief Executive Officer
Perk International, Inc.
2375 East Camelback Rd., Suite 600
Phoenix, AZ 85016
Re: Perk International,
Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed September 1,
2020
File No. 000-56184
Dear Mr. Grist:
We have reviewed your amended filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10 filed September 1,
2020
Business Overview
General, page 1
1. We note your response
to comment 1 that Perk's leadership team includes advisors and
consultants. Please
file as an exhibit any material agreements with these advisors and
consultants. Refer to
Item 601(b)(10) of Regulation S-K. In this regard, your disclosures
that you will have
access to a "highly seasoned and well-trained team of industry
professionals and
that you have "hand-picked a team of industry professionals from
experienced hemp
farmers, bioengineers, extraction experts and other related industry
professionals
suggest that you will be highly dependent on these advisors and
consultants. In
addition, your updated disclosure does not describe the nature of the
specific criteria
and standards it refers to in the first paragraph of its Business
Overview section.
Please provide updated disclosure that clarifies as much.
Nelson Grist
FirstName LastNameNelson Grist
Perk International, Inc.
Comapany 15,
September NamePerk
2020 International, Inc.
September
Page 2 15, 2020 Page 2
FirstName LastName
2. Your Amended Articles of Incorporation filed as an exhibit to this
registration statement
include in Article IX a reference to Barton Hollow Limited Liability
Co. as custodian of
your company. Please confirm, if true, that the custodianship has
ended as your disclosure
on page F-9 suggests. Please also revise to list this exhibit in your
Exhibit Index. In this
regard, we note that you have only included Exhibits 3.1 and 3.2 in
your Exhibit Index,
which appear to relate to earlier versions of your Amended and
Restated Articles of
Incorporation.
Risks Related to Our Business, page 3
3. We note your revised disclosure regarding the 2018 Farm Bill. In this
regard, you
disclose that the 2018 Farm Bill "[p]ermits hemp products like CBD
to be introduced
into interstate commerce," "[a]llows hemp production in all 50 states
for any use,
including flower production and CBD or other cannabinoid extraction,"
and "[a]llows
interstate commerce for hemp and hemp-derived CBD." However, the 2018
Farm Bill to
which you appear to be referring does not allow individuals to freely
grow and
distribute hemp-derived products, and has many restrictions, including
shared state and
federal regulatory power over hemp cultivation and production. Please
amend your
Business disclosure to include a detailed description of the current
legal status of hemp
based products, including hemp-derived CBD products and oils. Please
also amend your
risk factor disclosure to include a discussion of the risks associated
with the regulatory
restrictions and legal status of hemp based products, including hemp-
derived CBD products and oils. Include any limitations and risks
related to state, federal,
and FDA regulations.
4. We note your amended disclosure that the default of loans payable
discussed in Note 4 to
your financial statements have been in default from the past
management and don t bring
any risks to the potential success of the business. Please revise
your disclosure to explain
why you believe these loans do not bring any risks to the potential
success of the business
and why such loans are not material to an investor. Alternatively,
please expand this
disclosure to discuss the risks to your business associated with your
default on these
loans. In this regard, please disclose whether the Company plans on
repaying any of the
loans that are in default. If so, please discuss the material terms of
such repayment.
Please also revise your Management's Discussion & Analysis section to
briefly include
such discussions.
Risks Related to the Market for our Stock
The OTC and share value, page 6
5. We note your response to our prior comment 5 and your amended
disclosure. Based on
your references to the OTC Marketplace, it is unclear which tier of
the OTC Marketplace
your securities are currently quoted on (i.e., OTCQX, OTCQB, or OTC
Pink). Please also
clarify whether you will seek to have your securities quoted on the
OTCBB Marketplace.
Additionally, note that the OTC Pink Marketplace does not have a
relationship or
Nelson Grist
FirstName LastNameNelson Grist
Perk International, Inc.
Comapany 15,
September NamePerk
2020 International, Inc.
September
Page 3 15, 2020 Page 3
FirstName LastName
connection with the OTCBB in the context of disclosure relating to any
of the OTC
marketplaces.
Certain Relationships and Related Transactions, and Director Independence, page
12
6. We note your response to prior comment 8, but it does not appear that
you have revised
your prospectus in this section in response to our comment. We reissue
the comment. In
Note 6 of the Company s financial statements, you disclose that
[a]s of May 31, 2020
and 2019, the Company had a payable to a related party for $22,790 and
$22,790,
respectively, which is unsecured and due on demand. We also note a
related party
transaction in Note 7 to your financial statements. Please revise your
related party
disclosure to account for these related party transactions. Please
refer to Items 404(a)
and 404(d)(1) of Regulation S-K.
Directors and Executive Officers, page 12
7. We note your disclosures in response to our prior comment 7 and
reissue the comment in
part. Please revise your disclosure to clearly describe the business
experience during the
past five years of Mr. Grist, including his 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
particular, discuss his
involvement with Therapeuo Health Corporation, Eon Holdings, and
XGAURD360.
Refer to Item 401(e)(1) of Regulation S-K. Further, we note that you
have not removed
the disclosure, which provides that you have not disclosed material
facts regarding the
prior performance of Mr. Grist in this Form 10 or the market
conditions relating to such
performance. Please revise your disclosure to include relevant
material facts and remove
this statement.
Recent Sales of Unregistered Securities, page 13
8. We note your revisions to prior comment 9 and reissue the comment in
part. Please revise
your "Item 10. Recent Sales of Unregistered Securities" disclosure to
include Mr.
Southworth's $1,000,000 in non-cash compensation.
Nelson Grist
Perk International, Inc.
September 15, 2020
Page 4
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 Blaise Rhodes at (202) 551-3774 or Donna Di Silvio at
(202) 551-
3202 if you have questions regarding comments on the financial statements and
related
matters. Please contact Nicholas Lamparski at (202) 551-4695 or Jennifer
Lopez-Molina at
(202) 551-3792 with any other questions.
FirstName LastNameNelson Grist Sincerely,
Comapany NamePerk International, Inc.
Division of
Corporation Finance
September 15, 2020 Page 4 Office of Trade &
Services
FirstName LastName