United States securities and exchange commission logo
May 11, 2021
Vincent Andreula
Chief Executive Officer
Imperalis Holding Corp.
30 N Gould Street, Suite 11023
Sheridan, Wyoming 82801
Re: Imperalis Holding
Corp.
Registration
Statement on Form 10-12G
Filed April 13,
2021
File No. 000-52140
Dear Mr. Andreula:
We have reviewed your 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 to these comments, we may have additional comments.
Registration Statement on Form 10 filed April 13, 2021
Business
CBD Products, page 1
1. We note your statement
that "CBD is derived from industrial hemp, and because of its low
Tetrahydrocannabinol
(THC) content, is lawful in the United States and has no
measurable psychoactive
effects." However, we also note that some states restrict the
purchase, sale and/or
possession of CBD and that CBD products must comply with other
applicable laws, such
as the FD&C Act. We further note your disclosure that cannabis
remains illegal under
federal law and "[w]e would likely be unable to execute our business
plan if the federal
government were to enforce federal law regarding cannabis and applied
such laws to low THC
containing hemp, or other federal or state laws were to be extended
to our business."
Please remove or revise your statement as to the legality of CBD
accordingly, or provide
us with the legal analysis supporting such statement.
Vincent Andreula
Imperalis Holding Corp.
May 11, 2021
Page 2
Customers and Marketing, page 5
2. We note your reference to your website: "Our products are currently
marketed through
our website, cannacuresciences.com." Your website appears not to be
working. Please
revise your disclosure accordingly.
Regulatory Requirements, page 6
3. We note your bullet point list of regulations and/or laws governing
your business. Please
revise to discuss the effects of the various regulations that you
describe here on your
business with a view to understanding how the regulations are
applicable to you. In this
regard, please revise to provide more details concerning government
approval of
CBD related products. In this regard, we note that the FDA has only
approved one CBD
product. Please also disclose, if true, that your CBD products have
not been
approved. Please see Item 101(h)(4)(viii) and Item 101(h)(4)(ix) of
Regulation S-K.
4. Please also discuss the testing procedures, if any, for your CBD
products, including
whether the lab(s) performing tests on your CBD products meet the
ISO 17025 or other
applicable standards. If you are not having your CBD products tested
please add a risk
factor on the potential consequences on your business.
Risk Factors
Our stock price has been extremely volatile and our common stock is not listed
on a national
stock exchange; ..., page 13
5. We note your disclosure that "[a]n active public market for our common
stock currently
exists on the OTC Markets (www.otcmarkets.com) but may not be
sustained." However,
it appears that OTC Markets has discontinued the display of quotes for
your shares on
www.otcmarkets.com. Please revise this risk factor to disclose this
fact and to discuss the
risks to investors of buying your shares given that the OTC Markets
Group has designated
your securities as 'Caveat Emptor' and placed a skull and crossbones
icon next to your
stock symbol to "inform investors that there may be reason to exercise
additional caution
and perform thorough due diligence before making an investment
decision" in your
securities.
General
6. Please acknowledge that your registration statement will become
effective by operation of
law 60 days from the date you filed it, that you will be responsible for
filing reports
FirstName LastNameVincent Andreula
required by Section 13 of the Securities Exchange Act of 1934 beginning
at such time,
Comapany NameImperalis
and that Holding
we may continue Corp.
to comment on your registration statement
after the effective
May 11,date.
2021 Page 2
FirstName LastName
Vincent Andreula
FirstName LastNameVincent Andreula
Imperalis Holding Corp.
Comapany
May NameImperalis Holding Corp.
11, 2021
May 11,
Page 3 2021 Page 3
FirstName LastName
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 Scott Anderegg at 202-551-3342 or Lilyanna Peyser at
202-551-
3222 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services