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October 5, 2022
John Morgan
Chief Executive Officer
Lee Pharmaceuticals, Inc.
30 N Gould Street
Suite 5835
Sheridan, WY 82801
Re:Lee Pharmaceuticals, Inc.
Offering Statement on Form 1-A
Filed September 13, 2022
File No. 024-11991
Dear John Morgan:
            We have reviewed your 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.
Form 1-A filed September 13, 2022
Preliminary Offering Circular, page iii
1.The disclosure of your maximum offering amount at the top of page iii is inconsistent with
your representations elsewhere in the offering circular that you are offering up to
$50,000,000 in shares of common stock.  Please revise to clarify the maximum offering
amount.
Corporate History, page 21
2.Please supplement your disclosure of the January 10, 2022 change of control transaction
to explain the background and impetus for this transaction.

 FirstName LastNameJohn Morgan
 Comapany NameLee Pharmaceuticals, Inc.
 October 5, 2022 Page 2
 FirstName LastName
John Morgan
Lee Pharmaceuticals, Inc.
October 5, 2022
Page 2
Plan of Operations, page 22
3.We note your disclosure that the company is "currently focused on developing services."
Your offering circular contains broad references to new or developing technologies but
does not contain a discussion of the company's business plan.  Rule 251(b)(3) provides
that Regulation A is not available for issuers of securities that are development stage
companies that have no specific business plan or purpose, or have indicated that their
business plan is to merge with or acquire an unidentified company or companies.  Please
provide us with a detailed analysis as to the company's eligibility to conduct this offering
under Regulation A.
4.Revise to provide a thorough discussion of the company's current or planned service
offerings for each of the areas identified, including "the Cyber and METAVERSE space."
5.Please provide more information about the current stage of development of your business
and service offerings, the expected capital expenditures required to develop the offerings,
and the expected timeline for development.
6.We note that you plan to provide services related to blockchain, NFTs, and
cryptocurrency.  Specify what services the company intends to provide and explain how
the company intends to comply with applicable regulatory requirements in connection
with these services.  Additionally, revise your risk factors and summary risk factors to
include blockchain and crypto asset specific risks associated with any planned business
operations, as well as the specific regulatory risks associated with your planned business
operations.
7.Disclose whether you currently mint, mine or otherwise facilitate the minting or mining of
any crypto assets.
Directors, Executive Officers and Significant Employees
Directors and Executive Officers, page 24
8.Please expand the discussion of Mr. Morgan's business experience during the past five
years.  This summary should include the names of companies or organizations and
specific positions held, as well as a brief explanation as to the nature of the responsibilities
undertaken in prior positions.  Refer to Item 10(c) of Form 1-A.
Series A Preferred Stock, page 27
9.We note that each share of Series A Preferred Stock converts into 10,000,000 shares of
common stock, and the holder of the Series A Preferred Stock is entitled to a vote
representing 60% of all votes cast.  Revise to clarify the conditions under which the Series
A shares will convert into shares of common stock.  Additionally, clarify the mechanism
by which the holder of the Series A Preferred Stock holds 60% of the voting power.
Revise your disclosure throughout the filing to reflect the controlled nature of the
company.

 FirstName LastNameJohn Morgan
 Comapany NameLee Pharmaceuticals, Inc.
 October 5, 2022 Page 3
 FirstName LastName
John Morgan
Lee Pharmaceuticals, Inc.
October 5, 2022
Page 3
General
10.Please provide a currently dated consent from your independent public accounting firm.
11.We note your disclosure on page F-21 that the company is subject to state tax in Florida,
even though the company is incorporated in Colorado and its corporates offices are in
Wyoming.  Please explain why you are subject to taxation in Florida and identify any
other jurisdictions where the company has material operations.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess,
Legal Branch Chief, (202) 551- 7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff Turner