United States securities and exchange commission logo
June 24, 2021
Kevin Duke Pitts
President
Healthy Extracts Inc.
6445 South Tenaya Way, Suite B110
Las Vegas, NV 89113
Re: Healthy Extracts
Inc.
Amendment No. 2 to
Offering Statement
on Form 1-A
Filed June 7, 2021
File No. 024-11481
Dear Mr. Pitts:
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 May
20, 2021 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Plan of Distribution, page 15
1. In response to prior
comment 6, the revised subscription agreement filed as Exhibit 4.1
indicates that the
courts of the State of Nevada will be the exclusive jurisdiction for any
action arising under
the subscription agreement and the offering circular and that a
purchaser in the
offering will irrevocably submit to this exclusive jurisdiction. Please
describe this exclusive
forum provision in your plan of distribution. In addition, disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
If so, please also
state that there is uncertainty as to whether a court would enforce such
provision. If the
provision applies to Securities Act claims, please also state that investors
Kevin Duke Pitts
FirstName LastNameKevin Duke Pitts
Healthy Extracts Inc.
Comapany
June NameHealthy Extracts Inc.
24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. In that regard, we note that Section 22 of the Securities
Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder. If this
provision does not apply to actions arising under the Securities Act
or Exchange Act,
please also ensure that the exclusive forum provision in the
subscription agreement states
this clearly.
Certain Relationships and Related Transactions, and Director Independence, page
40
2. We have considered your response to prior comment 2 and advise that
children of a more
than five percent beneficial holders are considered related parties
whether or not they
reside in the same house. Refer to Instruction 1.b.ii to the
Instructions to Item 404(a) of
Regulation S-K. Please reinsert the disclosure for these related
parties and explain how
they are related parties. In addition, please reinsert the disclosure
regarding the
conversion of notes and advances by your President and your CFO.
Consolidated Statement of Cash Flows, page F-3
3. In your statement of cash flows for the three months ended March 31,
2021, we note the
line items and amounts within your Cash flows provided by (used in)
Investing Activities
and Net Cash provided by Financing Activities do not tie to the
similar line items and
amounts in the interim statement of cash flows included in your Form
10-Q filed on May
14, 2021. Further, we note that it does not appear that the line item
amounts in your
financing activities currently foot to the net cash amount. Please
advise or revise
accordingly.
Consolidated Statement of Cash Flows, page F-19
4. We have reviewed your response to prior comment 4. Our concern relates
to your cash
amounts presented in the statement of cash flows rather than purchase
price allocations. In
this regard, we note in your disclosures on page F-30 that these
acquisitions included the
issuance of stock in the purchase price. We repeat our prior comment
that it appears that
the amounts presented in your statement of cash flows for the purchase
of BergaMet in
2019 and UBN in 2020 are not the amount you paid in cash for the
acquisitions, net of
cash received. Refer to ASC 230-10-50-4 and 50-5.
Notes to Consolidated Financial Statements, page F-21
5. We note your response to prior comment 5. Please address the following
items from your
supplemental response letter dated May 3, 20201;
As noted in prior comment 15, please provide footnote disclosures
pursuant to ASC
350-30-50 related to your Patents/Trademarks.
From prior comment 17, expand your revenue recognition policy to
explain how you
recognize revenue on your website and on distribution sites such
as Amazon,
Kevin Duke Pitts
Healthy Extracts Inc.
June 24, 2021
Page 3
including who you have identified as your customer under ASC 606-10
when you sell
through distribution sites. In this regard, please include the
information provided in
your response in your footnote disclosure.
You may contact Ryan Rohn, Senior Staff Accountant, at 202-551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Kathleen
Krebs, Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at
202-551-3453 with
any other questions.
Sincerely,
FirstName LastNameKevin Duke Pitts
Division of
Corporation Finance
Comapany NameHealthy Extracts Inc.
Office of Technology
June 24, 2021 Page 3
cc: Brian A. Lebrecht, Esq.
FirstName LastName