United States securities and exchange commission logo
September 21, 2022
Balram Vaswani
Chief Executive Officer
NUGL, INC.
13771 Roswell Ave, Suite F
Chino, CA 91701
Re: NUGL, INC.
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 2
Filed September 6,
2022
File No. 024-11581
Dear Mr. Vaswani:
We have reviewed your amendment 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.
Post-qualification Amendment No. 2 to Offering Statement on Form 1-A
filed September 6,
2022
Cover Page
1. Please revise your
disclosure to reflect that the company is extending this offering. We
note here and on page 2
that "[t]he offering will commence as soon as practicable after
this Offering Circular
has been qualified by the SEC and relevant state regulators, as
necessary, and will
terminate on the sooner of the sale of the maximum number of shares
being sold, twelve
months from the effective date of this Offering Statement, or the
decision by Company
management to extend or to deem the offering closed." We also
note that it appears
the offering will terminate on September 27, 2022, or twelve months
from the date of
qualification of this offering statement.
Balram Vaswani
FirstName LastNameBalram Vaswani
NUGL, INC.
Comapany 21,
September NameNUGL,
2022 INC.
September
Page 2 21, 2022 Page 2
FirstName LastName
Summary Information in Offering Circular, page 2
2. It appears that you intend to conduct a continuous offering. We also
note your disclosure
on the cover page that "[t]he proposed sale will begin as soon as
practicable after this
Offering Circular has been qualified..." However, your disclosure
reflects that you have
not yet sold any shares pursuant to this Form 1-A initially qualified
on September 27,
2021. Please confirm when your offering commenced after qualification
and the basis for
which you have satisfied the requirements of Rule 251(d)(3)(i)(F).
Item 14. Financial Statements, page F-33
3. We note your disclosure that you acquired substantially all of the
assets and business
of Kaya LLC in April 2022. In connection with this acquisition you
have included pro
forma financial information within your filing, including the
consolidated statement of
financial position as of March 31, 2022 and consolidated statement of
operations and
comprehensive loss for the periods ended March 31, 2022 and December
31, 2021. Please
include the pro forma consolidated statement of financial position for
the year
ended December 31, 2021 for the acquisition transaction in your
offering statement. Refer
to guidance in (b)(7)(iv) of Part F/S of Form 1-A and Rule 8-05 of
Regulation S-X.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
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.
Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at
202-551-
8071 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jessica M. Lockett