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June 2, 2020
Ian E. Gilbey
Chief Executive Officer
Beyond Wellness International, Inc.
303 East 4th Street
Los Angeles, CA 90013
Re:Beyond Wellness International, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed May 22, 2020
File No. 024-11173
Dear Mr. Gilbey:
            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 May 6, 2020 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed May 22, 2020
Risk Factors
"Risks Relating to This Offering and Investment"
"Our Business, Results of Operations and Financial Condition may be Adversely. . ." , page 12
1.We note your disclosure that "[t]he extent to which our operations may be impacted by the
COVID-19 pandemic will depend largely on future developments, which are highly
uncertain and cannot be accurately predicted, including new information which may
emerge concerning the severity of the outbreak and actions by government authorities to
contain the outbreak or treat its impact."  Please amend your risk factor disclosure to
provide more detailed risks related to the COVID-19 pandemic, and your Management's
Discussion and Analysis to provide information about your financial condition as a result

 FirstName LastNameIan E. Gilbey
 Comapany NameBeyond Wellness International, Inc.
 June 2, 2020 Page 2
 FirstName LastName
Ian E. Gilbey
Beyond Wellness International, Inc.
June 2, 2020
Page 2
of COVID-19, tailored to your specific facts and circumstances.  For guidance, see CF
Disclosure Guidance: Topic No. 9 (March 25, 2020).
Dilution, page 17
2.We have reviewed the revisions made in response to comment 3.  It does not appear that
you subtracted total liabilities to calculate net tangible book value.  Also, you have stated
$5,300,000,000 in net offering proceeds instead of $5,300,000 here and on page 16 in the
second paragraph under the heading "Use of Offering Proceeds."  Please revise or advise.
The Proposed Joint Venture Transaction, page 21
3.We note your disclosure that "the Company entered into a non-binding Letter of Intent
with Linear Park Marketing, Inc. (LPMI) to purchase a 39% equity interest in
PrimaPharma, Inc. (PPI) for total consideration of $5,000,000."  However, exhibit 6.7
indicates that the company will purchase a 49% interest in PrimaPharma.  Please revise
for consistency.
Interim Financial Statements
Statement of Cash Flows, page 56
4.We have reviewed the revisions made in response to comment 7.  Please also revise your
interim statement of cash flows for the nine months ended December 31, 2018 to include
revisions consistent with those made to the audited statement of cash flows for the year
ended March 31, 2019.
Exhibit 11.1 Consent of MaughanSullivan, CPA, page 65
5.The consent references an incorrect audit report date.  Also, the consent should not be
dated earlier than the date of the audit report.  Please revise.
Part III - Exhibits, page 65
6.Please tell us your consideration of including your Class A, Class C, and Class D stock
warrants as exhibits to the filing.

 FirstName LastNameIan E. Gilbey
 Comapany NameBeyond Wellness International, Inc.
 June 2, 2020 Page 3
 FirstName LastName
Ian E. Gilbey
Beyond Wellness International, Inc.
June 2, 2020
Page 3
            You may contact Anthony Watson at (202) 551-3318 or Linda Cvrkel at (202) 551-
3813 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202) 551-
3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Peter Berkman