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SEC Comment Letter 0000000000-23-004587 to Labwire Inc (CIK 0001426567)

Labwire Inc (CIK 0001426567)
Date: May 3, 2023 · CIK: 0001426567 · Accession: 0000000000-23-004587

AI Filing Summary & Sentiment

File numbers found in text: 024-12230

Date
May 3, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Labwire Inc (CIK 0001426567)

Letter

United States securities and exchange commission logo May 3, 2023 Shin Hwang Chief Executive Officer Labwire Inc 6015 N 43rd Ave Phoenix, AZ 85019 Re:Labwire Inc Offering Statement on Form 1-A Filed April 21, 2023 File No. 024-12230 Dear Shin Hwang: 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. Offering Statement on Form 1-A Filed April 21, 2023 Description of Business 1.We note that you acquired Cessil Company, a discount convenience store, in February 2023. Please expand the description of your business to describe the general development of the business along with all other required disclosure, including for example, your principal products and services, principal market, and the method of distribution of such products and services. Describe the distinctive or special characteristics of your operation or industry that are reasonably likely to have a material impact upon your future financial performance. Refer to Part II, Item 7 of Form 1-A. Please also describe the material terms of the purchase agreement entered into with Cessil Company, and file such agreement as an exhibit to this offering statement. Refer to Part III, Item 17, 7 of Form 1-A.

FirstName LastNameShin Hwang Comapany NameLabwire Inc May 3, 2023 Page 2 FirstName LastName Shin Hwang Labwire Inc May 3, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 2.Please revise this section to include a discussion of results for the year ended December 31, 2022. Also, please revise the "Subsequent Material Events" section to provide additional detail regarding the acquisition of Cessil Company. Please discuss any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on your net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. Refer to Part II, Item 9(d) of Form 1-A. We will consider qualifying your offering statement at your request. In connection with your request, please confirm in writing that at least one state has advised you that it is prepared to qualify or register your offering. 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 Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Jeff Turner

Show Raw Text
United States securities and exchange commission logo
May 3, 2023
Shin Hwang
Chief Executive Officer
Labwire Inc
6015 N 43rd Ave
Phoenix, AZ 85019
Re:Labwire Inc
Offering Statement on Form 1-A
Filed April 21, 2023
File No. 024-12230
Dear Shin Hwang:
            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.
Offering Statement on Form 1-A Filed April 21, 2023
Description of Business
1.We note that you acquired Cessil Company, a discount convenience store, in February
2023. Please expand the description of your business to describe the general development
of the business along with all other required disclosure, including for
example, your principal products and services, principal market, and the method of
distribution of such products and services. Describe the distinctive or special
characteristics of your operation or industry that are reasonably likely to have a material
impact upon your future financial performance. Refer to Part II, Item 7 of Form 1-A.
Please also describe the material terms of the purchase agreement entered into with Cessil
Company, and file such agreement as an exhibit to this offering statement. Refer to Part
III, Item 17, 7 of Form 1-A.

 FirstName LastNameShin Hwang
 Comapany NameLabwire Inc
 May 3, 2023 Page 2
 FirstName LastName
Shin Hwang
Labwire Inc
May 3, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
2.Please revise this section to include a discussion of results for the year ended December
31, 2022. Also, please revise the "Subsequent Material Events" section to provide
additional detail regarding the acquisition of Cessil Company. Please discuss any known
trends, uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on your net sales or revenues, income from continuing operations,
profitability, liquidity or capital resources, or that would cause reported financial
information not necessarily to be indicative of future operating results or financial
condition. Refer to Part II, Item 9(d) of Form 1-A.
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  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 Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeff Turner