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United States securities and exchange commission logo
May 18, 2020
Michael K. Korenko
President and Chief Executive Officer
VIVOS INC
719 Jadwin Avenue
Richland, Washington 99352
Re:VIVOS INC
Post-Qualification Amendment No. 1 to Form 1-A
Filed April 30, 2020
File No. 024-11049
Dear Mr. Korenko:
            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.
Form 1-A POS filed April 30, 2020
Post-Qualification Offering Circular Cover Page, page 1
1.We note your disclosure under "Recent Developments" on page 6 that you have already
raised $125,280 in proceeds under this offering statement in March 2020.  We also note
your disclosure that you converted outstanding notes into shares of common stock.  Please
tell us how the March offering, and, if applicable, the note conversions, have been
reflected in the maximum offering of 150 million shares of common stock and your total
maximum offering amount in dollars, or revise your offering circular as appropriate,
including use of proceeds.  Please also tell us how you conducted any offering of shares
under this offering statement prior to including pricing information as required by Rule
253 of Regulation A.

 FirstName LastNameMichael K. Korenko
 Comapany NameVIVOS INC
 May 18, 2020 Page 2
 FirstName LastName
Michael K. Korenko
VIVOS INC
May 18, 2020
Page 2
Use of Proceeds, page 20
2.Your current disclosure indicates that if the maximum number of shares of common stock
are sold under your Offering Circular that you estimate that you will receive net proceeds
of approximately $3,950,000 after the payment of estimated offering expenses.  Please tell
us how this amount reconciles to the $3,000,000 in total use of proceeds shown in the first
column of your table on page 21 or revise your disclosure as appropriate.
Plan of Distribution, page 54
3.We note your disclosure that outstanding promissory notes may be exchanged for shares
of common stock issued in connection with the offering, in which event the proceeds to
the company will be reduced by the amount of principal and accrued interest exchanged
for common stock. Please provide a legal analysis as to how the issuance of common
stock under Regulation A would be consistent with Section 5 as it appears from your
response to Item 6 of Part I that the notes were issued in reliance on the exemption in
Section 4(a)(2).  Please note that we view an offering of both the overlying and underlying
security to take place where the overlying securities are convertible or exerciseable within
one year. For guidance, please refer to Question 103.04 of the Securities Act Sections
Compliance and Disclosure Interpretations, available on our website.

            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 Tim Buchmiller at 202-551-3635 or Mary Beth Breslin at 202-551-3625
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel W. Rumsey, Esq.