United States securities and exchange commission logo
December 10, 2020
Edward Lee
Chief Executive Officer
Hestia Insight Inc.
400 S. 4th Street Suite 500
Las Vegas, NV 89101
Re: Hestia Insight Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed November 30,
2020
File No. 024-11289
Dear Mr. Lee:
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
September 1, 2020 letter.
Registration Statement on Form 1-A as amended on November 30, 2020
Our Business Objectives, page 4
1. We note your response
to comment 2. Please tell us why you believe at this time you are
not an investment
company. In your response, please describe how the facts and
circumstances of your
business and operations led you this to this conclusion under the
applicable law.
Use of Proceeds, page 12
2. We note your response
to comment 4 and your revise disclosure. Except for the expenses
in connection with the
offering, for each line item in the use of proceeds disclosure please
provide a short
description of the item and when you expect to make the expenditure. For
Edward Lee
Hestia Insight Inc.
December 10, 2020
Page 2
example, if you plan to pay International Consulting fees as soon as
you have funds,
please disclose that.
Dilution, page 14
3. We have reviewed your response to comment 6 and your revised dilution
computations
but they continue to appear incorrect. It appears your computations
should be revised as
follows:
The number of common shares outstanding as of August 31, 2020
as disclosed in the
second paragraph on page 14 as used in your dilution calculations
of 27,910,200
shares does not agree to the outstanding shares of Common Stock
and Series B
Common stock together per your August 31, 2020 balance sheet on
page F-1 of
28,404,200 shares. The shares used in your dilution calculations
should be consistent
with the outstanding shares reflected in your August 31, 2020
balance sheet. The
number of your currently outstanding shares as reflected in the
tables on page 15 and
elsewhere (for example, pages 2 and 11) should be similarly
consistent.
The increase per common share attributable to investors in the
offering should be
calculated as the difference between the pro forma net tangible
book value per
common share after the offering less the pro forma net tangible
book value per
common share before the offering.
The dilution to investors in the offering should be calculated
as the offering price less
the pro forma net tangible book value per common share after the
offering.
Please revise all columns for the above, including the line for
dilution as a percentage of
the offering price, as appropriate.
Management's Discussion and Analysis and Results of Operations
Periods ended August 31, 2020 compared to August 31, 2019, page 18
4. You state the increase in net income for the three months ended August
31, 2020
compared to the same period of 2019 is due to a decrease in legal and
professional
expenses. However, under "Expenses," you state the increase in operating
expenses for
FirstName LastNameEdward Lee
the three months ended August 31, 2020 compared to the same period of
2019 is due to an
Comapany NameHestia
increase Insight
in legal and Inc.
professional expenses. Please reconcile and revise
your disclosure as
appropriate.
December 10, 2020 Page 2
FirstName LastName
Edward Lee
FirstName LastNameEdward Lee
Hestia Insight Inc.
Comapany10,
December NameHestia
2020 Insight Inc.
December
Page 3 10, 2020 Page 3
FirstName LastName
Operating Activities, page 18
5. Your discussion on page 18 indicates that for the nine months ended
August 31, 2020 you
had cash flows used in operating activities of $41,579 while your
statement of cash flows
on page F-3 indicates that you had cash flows provided by operating
activities of $41,579.
Please reconcile and revise these disclosures as appropriate.
Hestia Insight Inc. Interim Financial Statements as of August 31, 2020 and for
the three and nine
months ended August 31, 2020 and 2019
Consolidated Statements of Operations, page F-2
6. Please disclose what the other income reported within revenue for the
nine months ended
August 31, 2020 represents, and explain to us the basis for presenting
it as revenue.
7. Your consolidated statements of operations for the three and nine
months ended August
31, 2020 indicate that you realized gains of $45,836 and $48,240 on
equity investments
during the three and nine months ended August 31, 2020, respectively.
Please revise the
notes to your financial statements to disclose the nature and terms of
the transactions
which generated these realized gains. Your discussion of results of
operations for these
periods included in MD&A should also be revised to discuss the nature
and amounts of
these realized gains.
General
8. We note your response to comment 12 and your revised disclosure.
Please clarify for us
whether Mr. Lee, your sole officer, primarily directs, controls and
coordinates your
activities from the United States or Canada.
You may contact Linda Cvrkel at 202-551-3813 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services