United States securities and exchange commission logo
June 16, 2022
Kenneth Tindall
Chief Executive Officer
Medies
4 Fall Park Court
Leeds, West Yorkshire
LS13 2LP
United Kingdom
Re: Medies
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 20, 2022
File No. 333-264308
Dear Mr. Tindall:
We have reviewed your amended 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 amending your registration
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 registration 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
12, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover page
1. We note your response
to Comment 3 that you revised to highlight the cross-reference to
the risk factors in
bold typeface. However, your amendment does not appear to contain
this revision. Please
highlight the cross-reference to the risk factors section on the
prospectus cover page
by prominent type. Refer to Item 501(b)(5) of Regulation S-K.
Kenneth Tindall
FirstName LastNameKenneth Tindall
Medies
Comapany
June NameMedies
16, 2022
June 16,
Page 2 2022 Page 2
FirstName LastName
Use of Proceeds, page 11
2. We note your response to Comment 8. Please clarify the basis of your
statement on page
12 that Mr. Tindall may not exercise this term until the Company
begins making profit
and the repayment is viable. In this regard, we note that the loan
confirmation states that
the loan is payable upon demand, but not within two years from the
date of this letter
and does not indicate that he may not exercise these repayment rights.
Transactions with Related Persons, Promoters, and Certain Control Persons, page
31
3. We note your response to Comment 18 and reissue. Please describe your
policies and
procedures for the review, approval, or ratification of the related
party transactions. Refer
to Item 404(b) of Regulation S-K. In this regard, we note your
disclosure listing
considerations which the regulation deems appropriate but that you do
not describe your
policies.
Financial Statement for the Year Ended February 28, 2022, page F-1
4. You appear to have corrected errors in the financial statements.
Please label the financial
statements as restated and provide the disclosures required by ASC
250-10-50-7. In
addition, tell us why the date of the audit opinion did not change
when the financial
statements were subsequently revised. Lastly, please have your auditor
provide an
updated consent.
You may contact Amy Geddes at 202-551-3304 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Mont E. Tanner, Esq.