United States securities and exchange commission logo
October 16, 2020
Shannon Wilkinson
Chief Executive Officer
Tego Cyber, Inc.
8565 South Eastern Avenue, Suite 150
Las Vegas, NV 89123
Re: Tego Cyber, Inc.
Registration
Statement on Form S-1
Filed September 21,
2020
File No. 333-248929
Dear Ms. Wilkinson:
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 filed on Form S-1 on September 21, 2020
Prospectus Summary
Recent Developments, page 3
1. Please revise to
provide the material terms of the agreements with the software developers
that were contracted to
develop your platform. In addition, file the agreements as an
exhibit. Refer to Item
601 of Regulation S-K.
Our Product and Services, page 30
2. Please revise this
section to clarify which of your products and services are currently
available to enterprise
clients and which are still in development. In that regard, we note
that your revenues are
from "consulting fees" and it is unclear which products are
currently available to
customers.
Shannon Wilkinson
Tego Cyber, Inc.
October 16, 2020
Page 2
Strategic Partners and Suppliers, page 33
3. You disclose that software from Splunk Inc. is your first product
integration. Please revise
to clarify how the Splunk, Inc. product will be integrated into your
platform and the terms
of your agreement with Splunk. Inc. To the extent material, please
file the agreement as
an exhibit.
Liquidity and Capital Resources, page 37
4. Please disclose the minimum funding required to proceed with your
business plan and
remain in operation for at least the next 12 months, as well as the
minimum number of
months that you will be able to conduct your planned operations using
currently available
capital resources. Describe the company's plan of operation for the
remainder of the fiscal
year. Provide details of your specific plan of operation, including
detailed milestones, the
anticipated time frame for beginning and completing each milestone.
Critical Accounting Policies
Revenue Recognition, page 40
5. Please tell us why you early adopted ASU No. 2014-19 as of January 1,
2017 when your
inception date is September 6, 2019.
Directors, Executive Officers, Promoters and Control Persons
Background and Business Experience, page 42
6. Please revise the biographies of your executive officers and director
to disclose each
person's current occupation and employment as well as the dates and
names of
organizations in which they worked in the past five years. We note
your disclosure that
some of your officers and directors are employed outside of Tego Cyber
Inc. and will only
be able to devote a limited amount of time to the development of our
business. Clarify the
number of hours that the executive officers will devote to the
business of Tego Cyber.
Refer to Item 401(e) of Regulation S-K.
Executive Compensation, page 45
7. You state that there are no employment agreements or arrangements with
your executive
officers and directors receive no annual salary or bonus for their
service as members of the
board of directors. We note that Shannon Wilkinson, Chief Executive
Officer, received
compensation of $29,700 in fiscal year 2020 and that Troy Wilkinson and
Michael De
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Valera also received stock awards. We also note that a portion of your
use of proceeds
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will NameTego Cyber,
be used to pay Inc. Please disclose the factors that the
company determined to
salaries.
Octoberaward cashPage
16, 2020 compensation
2 and stock awards. See Item 402(o) of
Regulation S-K.
FirstName LastName
Shannon Wilkinson
FirstName LastNameShannon Wilkinson
Tego Cyber, Inc.
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October 16,NameTego
2020 Cyber, Inc.
October
Page 3 16, 2020 Page 3
FirstName LastName
Signatures, page 61
8. Please revise your signature page to indicate the person acting as the
Principal Accounting
Officer. Refer to Instruction 1 to Signatures on Form S-1.
Financial Statements
Report of Independent Public Accounting Firm, page F-2
9. Please have your auditor represent in their report that the audit of
Tego Cyber, Inc. was
conducted in accordance with the standards of the Public Company
Accounting Oversight
Board.
10. We note the consent of Buckley Dodds LLP indicates that its report
includes an
explanatory paragraph related to the preparation of the financial
statements assuming that
the Company will continue as a going concern. Tell us why the Buckley
Dodds report
does not include such an explanatory paragraph. Otherwise, please have
your auditor
revise their report.
General
11. 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 Joseph Kempf, Staff Accountant, at (202) 551-3352 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
Shannon Wilkinson
Tego Cyber, Inc.
FirstName
October 16,LastNameShannon
2020 Wilkinson
Comapany
Page 4 NameTego Cyber, Inc.
October 16, 2020 Page 4
cc: Jessica Lockett
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