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SEC Comment Letter for LIFEQUEST WORLD CORP. (LQWC) (CIK 0001060888) (LQWC) — Jan 3, 2020

LIFEQUEST WORLD CORP. (LQWC) (CIK 0001060888)
Date: Jan. 3, 2020 · CIK: 0001060888 · Accession: 0000000000-20-000072

AI Filing Summary & Sentiment

File numbers found in text: 024-11073

Date
January 3, 2020
Author
Not clearly detected
Form
UPLOAD
Company
LIFEQUEST WORLD CORP. (LQWC) (CIK 0001060888)

Letter

January 3, 2020 Max Khan President and Chief Executive Officer LifeQuest World Corp. 100 Challenger Road, 8th Floor Ridgefield Park, NJ 07660 Re:LifeQuest World Corp. Amendment No. 1 to Offering Statement on Form 1-A Filed December 23, 2019 File No. 024-11073 Dear Mr. Khan: 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 October 9, 2019 letter. Amendment No. 1 to Offering Statement on Form 1-A Directors and Executive Officers and Corporate Governance Significant Employees, page 31 1.We note your response to our prior comment 3 and reissue the comment in part. Please revise your disclosure to clearly describe the business experience during the past five years of Mr. Tanmay, including his principal occupations and employment during that period, and the name and principal business of any corporation or other organization in which such occupations and employment were carried on. Refer to Item 401 of Regulation S-K.

FirstName LastNameMax Khan Comapany NameLifeQuest World Corp. January 3, 2020 Page 2 FirstName LastName Max Khan LifeQuest World Corp. January 3, 2020 Page 2 Executive Compensation, page 33 2.We note the disclosure regarding the new employment agreements with Messrs. Khan and Kutluca. Please file such employment agreements as exhibits to your offering statement. Lifequest World Corp. Notes to Financial Statements Note 8 - Merger Agreement, page F-11 3.Your response to prior comment 6 states that Biopipe Global did not have an operating history prior to the merger. Please clarify this statement as disclosure in your filing states that the BioPipe system has been installed in multiple countries. In this context, your response should explain whether you completed an asset acquisition or a business combination as defined in ASC 805. Biopipe Global AG Financial Statements and Pro Formas, page F-24 4.It does not appear that the financial statement information provided for Biopipe Global AG and the pro forma information complies with Form 1-A, Part F/S (b)(7)(iii) and (b)(7)(iv). In this regard, the financial statements do not appear to be complete and do not include interim information for the period preceding the acquisition date. Additionally, it does not appear that the pro forma information shows the effects of the acquisition as described in Rule 8-05 of Regulation S-X. Revise this information accordingly. Exhibits 5.We note your response to our prior comment 7. Please file as an exhibit to your offering statement a copy of counsel's updated legal opinion covering the laws of the State of Minnesota. You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Sean Doney, Esq.

Show Raw Text
January 3, 2020
Max Khan
President and Chief Executive Officer
LifeQuest World Corp.
100 Challenger Road, 8th Floor
Ridgefield Park, NJ 07660
Re:LifeQuest World Corp.
Amendment No. 1 to Offering Statement on Form 1-A
Filed December 23, 2019
File No. 024-11073
Dear Mr. Khan:
            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 October 9, 2019 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Directors and Executive Officers and Corporate Governance
Significant Employees, page 31
1.We note your response to our prior comment 3 and reissue the comment in part.  Please
revise your disclosure to clearly describe the business experience during the past five
years of Mr. Tanmay, including his principal occupations and employment during that
period, and the name and principal business of any corporation or other organization in
which such occupations and employment were carried on.  Refer to Item 401 of
Regulation S-K.

 FirstName LastNameMax Khan
 Comapany NameLifeQuest World Corp.
 January 3, 2020 Page 2
 FirstName LastName
Max Khan
LifeQuest World Corp.
January 3, 2020
Page 2
Executive Compensation, page 33
2.We note the disclosure regarding the new employment agreements with Messrs. Khan and
Kutluca.  Please file such employment agreements as exhibits to your offering statement.
Lifequest World Corp.
Notes to Financial Statements
Note 8 - Merger Agreement, page F-11
3.Your response to prior comment 6 states that Biopipe Global did not have an operating
history prior to the merger.  Please clarify this statement as disclosure in your filing states
that the BioPipe system has been installed in multiple countries.  In this context, your
response should explain whether you completed an asset acquisition or a business
combination as defined in ASC 805.
Biopipe Global AG Financial Statements and Pro Formas, page F-24
4.It does not appear that the financial statement information provided for Biopipe Global
AG and the pro forma information complies with Form 1-A, Part F/S (b)(7)(iii) and
(b)(7)(iv).  In this regard, the financial statements do not appear to be complete and do not
include interim information for the period preceding the acquisition date.  Additionally, it
does not appear that the pro forma information shows the effects of the acquisition as
described in Rule 8-05 of Regulation S-X. Revise this information accordingly.
Exhibits
5.We note your response to our prior comment 7.  Please file as an exhibit to your offering
statement a copy of counsel's updated legal opinion covering the laws of the State of
Minnesota.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sean Doney, Esq.