United States securities and exchange commission logo
January 14, 2022
Sandro Piancone
Chief Executive Officer
Hempacco Co., Inc.
9925 Airway Road
San Diego, CA 92154
Re: Hempacco Co., Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted December
23, 2021
CIK No. 0001892480
Dear Mr. Piancone:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
December 23, 2021
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 6
1. We note your disclosure
that you are an emerging growth company under the Jumpstart
Our Business Startups
Act of 2012 and your disclosure on page 25 that a small group of
company officers and
directors hold a majority of the control of Green Globe
International, Inc.
However, it appears that a registration statement for the initial public
offering of Green Globe
International, Inc. (formerly known as Apollo Holdings, Inc.)
was declared effective
in 2002. Please advise us how the company meets the definition of
an emerging growth
company under the JOBS Act. In this regard we also note that you
had 18,395,531shares of
common stock outstanding as of September 30, 2021 and your
disclosure on page F-22
that the shareholders of Hempacco delivered 18,395,531 shares of
Sandro Piancone
Hempacco Co., Inc.
January 14, 2022
Page 2
Hempacco common stock to GGII in exchange for 70,312,160,174 shares of
GGII
common stock, which represented 95% of the total issued and
outstanding common shares
of GGII at the time of the exchange.
Directors and Executive Officers, page 47
2. Please tell us how you have determined that the disclosure of the
business experience of
your officers and directors is accurate. For example, it appears from
page 15 of Green
Globe International Inc.'s public report for its quarter ended
September 30, 2021 that
Sandro Piancone is the chief executive officer of Green Globe.
3. Please expand the disclosure in the appropriate section to disclose,
if true, that Green
Globe International, Inc. sells products that compete with your
products.
Executive Compensation, page 51
4. Please update your executive compensation disclosure to reflect the
most recently
completed fiscal year.
5. Tell us, with a view to disclosure, why you entered into consulting
agreements with
entities controlled by Jorge Olson and Sandro Piancone instead of
employment
agreements with Messrs. Olson and Piancone. Also, tell us why your
majority
shareholder, Green Globe International, Inc., entered into an
agreement with Neville
Pearson pursuant to which he would act as the CFO of it, would be
compensated by it
instead of you but would continue to act as your interim CFO instead
of you entering into
an employment agreement with Mr. Pearson.
6. Regarding the agreements between the various entities and Messrs.
Olson, Piancone and
Pearson, clarify whether they devote full-time attention to you. If
they do not devote full-
time attention to you, then revise the Risk Factors section to
highlight the risk that the
officers do not devote full-time attention to you and their conflicts
of interest.
September 30, 2021 Interim Financial Statements, page F-18
7. We note Green Global International Inc.'s September 30, 2021 quarterly
report which is
publicly available on the OTC Markets website. We further note in the
footnotes on page
7 of that report that the financial statements after the acquisition
date, May 21, 2021,
include the balance sheets of both companies at historical cost, the
historical results of
GGII and the results of the entity from the acquisition date forward.
All share and per
share information in the accompanying financial statements and footnotes
has been
FirstName LastNameSandro Piancone
retroactively restated to reflect the recapitalization. We also note the
same disclosure on
Comapany
pageNameHempacco
F-17 of your Form Co.,S-1.
Inc.Please explain to us why these
financial statements do not
Januaryagree to those
14, 2022 Pageprovided
2 in your Form S-1.
FirstName LastName
Sandro Piancone
FirstName
Hempacco LastNameSandro Piancone
Co., Inc.
Comapany
January 14,NameHempacco
2022 Co., Inc.
January
Page 3 14, 2022 Page 3
FirstName LastName
Statements of Stockholders' Equity, page F-20
8. Your disclosure in note 11 indicates that there was a charge to
retained earnings (i.e.
accumulated deficit) in May 2021 for the difference between the price
paid for 600 kiosks
and the carryover basis of $4,361,643. Please provide further details
on the nature of this
transaction including what the amounts of "net book value" of
$3,638,357 and "carryover
basis" of $4,361,643 represent, the accounting literature that
supports your conclusion to
charge the difference to retained earnings, and where such reduction
to retained earnings
is represented in your financial statements, as it does not appear in
the statements of
stockholders' equity.
Notes to the Financial Statements
Note 1 - Organization, Business and Liquidity
Organization and Operations, page F-22
9. Please clarify the business of Green Globe International, Inc. prior
to the reverse merger.
Your response should clarify its public or private company status as
well as whether it was
a shell company. Additionally, explain to us and expand your
disclosures to better explain
how you determined the appropriate accounting for this acquisition,
including
consideration of entities under common control.
You may contact Heather Clark, Staff Accountant, at 202-551-3624 or
Melissa Gilmore,
Senior Accountant, at 202-551-3777 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Lance Brunson, Esq.