SEC Comment Letter for GROW SOLUTIONS HOLDINGS, INC. (CIK 0001104265) — Jan 3, 2020
GROW SOLUTIONS HOLDINGS, INC. (CIK 0001104265)
Date: Jan. 3, 2020 · CIK: 0001104265 · Accession: 0000000000-20-000052
AI Filing Summary & Sentiment
File numbers found in text: 024-11107
Letter
January 3, 2020 Chad Fischl Chief Executive Officer Grow Solutions Holdings, Inc. 222-111 Research Drive Saskatoon, Canada SK S7N 3R2 Re:Grow Solutions Holdings, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed December 19, 2019 File No. 024-11107 Dear Mr. Fischl: 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 December 17, 2019 letter. Amendment No. 2 to Offering Statement filed on December 19, 2019 General 1.We note that you revised the offering size from 100,000,000 shares offered at $.03 per share to 2,000,000,000 shares offered at $.0015 per share. Given the number of shares currently outstanding, a fully subscribed offering would require you to issue more than your total number of authorized shares. Please revise to reduce the number of shares to be offered or advise. If you have amended your charter documents to increase the number of authorized shares, please file the relevant amendments. Note that you must file full and complete copies of all amendments to your charter documents. 2.In your next amendment, please update your executive compensation disclosure to reflect information for the most recently completed fiscal year.
FirstName LastNameChad Fischl Comapany NameGrow Solutions Holdings, Inc. January 3, 2020 Page 2 FirstName LastName Chad Fischl Grow Solutions Holdings, Inc. January 3, 2020 Page 2 You may contact Ta Tanisha Meadows at (202) 551-3322 or Donna Di Silvio at (202) 551-3202 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Morris at (202) 551-3314 or Jacqueline Kaufman at (20) 551- 3797 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Andrew Coldicutt, Esq.
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January 3, 2020
Chad Fischl
Chief Executive Officer
Grow Solutions Holdings, Inc.
222-111 Research Drive
Saskatoon, Canada SK S7N 3R2
Re:Grow Solutions Holdings, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed December 19, 2019
File No. 024-11107
Dear Mr. Fischl:
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 December 17, 2019 letter.
Amendment No. 2 to Offering Statement filed on December 19, 2019
General
1.We note that you revised the offering size from 100,000,000 shares offered at $.03 per
share to 2,000,000,000 shares offered at $.0015 per share. Given the number of shares
currently outstanding, a fully subscribed offering would require you to issue more than
your total number of authorized shares. Please revise to reduce the number of shares to be
offered or advise. If you have amended your charter documents to increase the number of
authorized shares, please file the relevant amendments. Note that you must file full and
complete copies of all amendments to your charter documents.
2.In your next amendment, please update your executive compensation disclosure to reflect
information for the most recently completed fiscal year.
FirstName LastNameChad Fischl
Comapany NameGrow Solutions Holdings, Inc.
January 3, 2020 Page 2
FirstName LastName
Chad Fischl
Grow Solutions Holdings, Inc.
January 3, 2020
Page 2
You may contact Ta Tanisha Meadows at (202) 551-3322 or Donna Di Silvio at (202)
551-3202 if you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Morris at (202) 551-3314 or Jacqueline Kaufman at (20) 551-
3797 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Andrew Coldicutt, Esq.