SecProbe.io

CORRESP
1
filename1.htm

May
30, 2023

Kristin
Lochhead

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

Washington,
D.C. 20549

RE:
Rayont Inc.’s Response to the Staff Letter dated on May 19, 2023.

Dear
Kristin,

Please
find Rayont Inc.’s response to the questions and concerns raised by the Staff.

Form
10-Q for the Quarterly Period Ended December 31, 2022 and Form 10-K for the Fiscal Year Ended June 30, 2022

Question
no.1- We defer our review of the response to our comments 1-9 and 11-12 in our letter dated April 24, 2023 until the amendments
are filed.

Answer
from Rayont Inc:

We
note your comment and appreciate the Staff of SEC understanding on the matter.

Question
no.2- We reference the response to prior comment 14 from our letter dated April 24, 2023. We see the disclosure in the Form 8-K;
however, you should revise the Form 10-Q to also clearly disclose a summary of the repayment schedule and terms of the receivables recorded
in your financial statements related to the sale of Rayont International’s exclusive license and also disclose, if true, that the
consideration is not variable.

Answer
from Rayont Inc:

We
note your comment and shall amend the Form 10-K ended June 30, 2022 and the following Form 10-Q accordingly and include the required
the information by the Staff of the SEC.

Form
10-Q for the Quarterly Period Ended March 31, 2023

Unaudited
Consolidated Financial Statements for the Three and Nine Months Ended March 31, 2023

Note
20. Subsequent Events, page F-28

Question
no.3- We see that on May 1, 2023, pursuant to a Sale and Purchase Agreement, you sold your Australian subsidiaries to a related
party, Ali Kasa, for total consideration of USD 3,346,903. Your disclosure states that while this is a related party transaction, from
an accounting basis it will be treated as arm’s length. Please tell us the relationship between the buyer and seller and why the
transaction is being accounted for as an arm’s length transaction despite the related party relationship. Explain the basis for
your accounting treatment and the accounting literature you relied on for this treatment.

Answer
from Rayont Inc:

Prior
to this transaction, Ali Kasa directly and indirectly held approximately 41.984% of shares in Rayont Inc and was the sole director of
Rayont Holdings Pty Ltd and all its subsidiaries. As a result of the transaction, Ali’s shareholding in Rayont Inc was reduced
to 33.163%; Ali remains the sole shareholder and sole director of Rayont Holdings Pty Ltd.

Registrant
believes the transaction was on arm’s length because the transaction was reviewed and approved by Registrant’s the audit
committee, subject to independent third-party’s valuation and external auditor’s review to ensure the fairness of the transaction.

The
basis for the accounting literature is ASC 205-20-50 and the basis for the accounting treatment is ASC 205-20-50.

    Rayont
    Inc.

    /s/
    Marshini Aliya Moodley

    Marshini
    Aliya Moodley

    President
    (Principal Executive Officer), Chief Executive Officer

    May
    30, 2023