United States securities and exchange commission logo
February 22, 2021
Yanwu Yan
Chief Executive Officer
W.Y Group Inc.
87 N. Raymond Ave
Suite 200
Pasadena, CA 91103
Re: W.Y Group Inc.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed February 10,
2021
File No. 024-11409
Dear Ms. Yan:
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
February 5, 2021 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1. We note your response
to our prior comment 2 and reissue in part. We note your
disclosure that this is
a self-underwritten, best-efforts offering, and that the shares offered
by the company will be
sold on your behalf by your Chief Executive Officer, Yanwu
Yan. We also note your
disclosure in footnote 1 that you "do not intend to use
commissioned sales
agents or underwriters." This disclosure is inconsistent with your
disclosure on the cover
page that you may effect sales "through agents designated from
time to time" and in
the first paragraph of your Plan of Distribution that your offering
Yanwu Yan
FirstName
W.Y GroupLastNameYanwu Yan
Inc.
Comapany22,
February NameW.Y
2021 Group Inc.
February
Page 2 22, 2021 Page 2
FirstName LastName
methods may include the use of brokers, dealers or underwriters.
Please amend your
disclosure throughout the offering statement to consistently state, if
true, that this offering
is self-underwritten and your CEO will be making direct sales in this
offering on your
behalf, and remove all references to brokers, dealers, underwriters,
and agents
participating in the distribution of your shares.
Item 1. Risk Factors
Risks Related to Our Business
"Our officers and directors control our company . . .", page 8
2. We note your response to our prior comment 3 and reissue. Please amend
this risk factor
to clarify the voting control of your officers and directors if you
sell more than 15,000,000
shares but less than the 20,000,000 maximum shares being offered in
this offering. In this
regard, because it appears that all of your common shares have one
vote per share, it
seems that your directors and officers may not have voting control of
your company if you
raise more than $7,500,000 but less than $10,000,000. In this regard,
we note your
revised disclosure comes to the opposite conclusion and states that
they will continue to
control the company when it appears that they will only continue to
control the company
if you raise less than $7,500,000.
Governing Law and Legal Venue, page 12
3. We note your response to our prior comment 4 and reissue in part. We
note your
disclosure that the Delaware Court of Chancery is the "legal venue"
for certain claims, and
your inclusion of an exclusive forum risk factor. We also note that
your charter and
bylaws do not include an exclusive forum provision, but your
Subscription Agreement
includes such a provision. Please amend your disclosure here and in
your risk factor to
clearly state, if true, that this exclusive forum provision is
contained in your Subscription
Agreement, and not your bylaws.
Part III Exhibits, page 32
4. You indicate your auditors' consent is "filed herewith" but appears to
have been omitted
from your amended filing. In your next amendment, please include an
appropriately
dated auditors' consent as an exhibit to your Form 1-A.
Signatures, page 33
5. We note your response to our prior comment 6 and reissue in part. In
your next
amendment, please revise the second half of your signature page to
include an updated
signature date. In this regard, we note the date reference of February
8, 2020.
Note 1 - Organization and Description of Business, page F-6
6. We note your response to our prior comment 5 and reissue in part. You
disclose in this
note that you provide an international online e-commerce platform
specializing in unique
Yanwu Yan
W.Y Group Inc.
February 22, 2021
Page 3
exclusive products from the Asian market sector. However, you disclose
elsewhere in
your filing that you plan to provide incubator services to startup
companies and
entrepreneurs. Please reconcile your business description in this note
with the disclosure
in other sections of your offering statement, including your Description
of Business
beginning on page 17, where you discuss the different business plan of
providing incubator services to startup companies and entrepreneurs.
Also, please amend
your disclosure on page 12 where you state "The Company is actively
engaged in the
implementation and deployment of its business plan. These activities
include:" to include
a description of your activities related to your business plan.
You may contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
FirstName LastNameYanwu Yan
Division of
Corporation Finance
Comapany NameW.Y Group Inc.
Office of Trade &
Services
February 22, 2021 Page 3
cc: Mark Pena
FirstName LastName