SEC Company Response from BEYOND WELLNESS INTERNATIONAL, INC. (CIK 0001744320) — Jun 4, 2020
BEYOND WELLNESS INTERNATIONAL, INC. (CIK 0001744320)
Date: June 4, 2020 · CIK: 0001744320 · Accession: 0001477932-20-003221
AI Filing Summary & Sentiment
File numbers found in text: 024-11173
Letter
Division of Corporation Finance Office of Trade & Services RE: Beyond Wellness International, Inc. Offering Statement on Form 1-A/A [Amendment No. 3] File No. 024-11173
Dear Sir and Madam:
The above-referenced Amendment No. 3 to the Form 1-A was filed on June 4, 2020. In response to your letter of June 2, 2020, please note the following changes and corrections [with reference to your Comment numbers]:
1.
Additional disclosure regarding COVID-19, pursuant to the CF Disclosure Guidance, has been made to the Risk Factors on page 13 and the Management Discussion and Analysis on page 24.
2.
The Dilution numbers have been corrected, and the typographical error corrected, on pages 17-18.
3.
The description of the proposed Linear transaction as described on page 21 is correct. The Letter of Intent (Exh. 6.7) describes the acquisition by the Company of “49%” of the total 80% of PrimaPharma proposed to be acquired by the Company and Linear. This equates to a purchase of approximately 39% of PrimaPharma by the Company.
4.
The Statement of Cash Flows has been revised at page 56.
5.
The Audit Report date has been corrected, and the Consent redated.
6.
The forms of Series “A”, “C”, and “D” Common Stock Purchase Warrants have been added as Exhibits.
1 | Page
We respectfully request that the Offering Circular be Qualified following your review of this Amendment.
Very truly yours,
Peter Berkman, Esq
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CORRESP 1 filename1.htm bwi_corresp.htm Peter Berkman Peter Berkman Attorney PLLC Fl Bar No. 110330 18865 SR 54 #110 Lutz, FL 33558 Phone: 813.600.2971 Mobile: 813.743.5057 Facsimile: 888.413.0890 Email:peter@peterberkmanlaw.com Website: www.peterberkmanlaw.com June 4, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, DC 20549 RE: Beyond Wellness International, Inc. Offering Statement on Form 1-A/A [Amendment No. 3] File No. 024-11173 Dear Sir and Madam: The above-referenced Amendment No. 3 to the Form 1-A was filed on June 4, 2020. In response to your letter of June 2, 2020, please note the following changes and corrections [with reference to your Comment numbers]: 1. Additional disclosure regarding COVID-19, pursuant to the CF Disclosure Guidance, has been made to the Risk Factors on page 13 and the Management Discussion and Analysis on page 24. 2. The Dilution numbers have been corrected, and the typographical error corrected, on pages 17-18. 3. The description of the proposed Linear transaction as described on page 21 is correct. The Letter of Intent (Exh. 6.7) describes the acquisition by the Company of “49%” of the total 80% of PrimaPharma proposed to be acquired by the Company and Linear. This equates to a purchase of approximately 39% of PrimaPharma by the Company. 4. The Statement of Cash Flows has been revised at page 56. 5. The Audit Report date has been corrected, and the Consent redated. 6. The forms of Series “A”, “C”, and “D” Common Stock Purchase Warrants have been added as Exhibits. 1 | Page We respectfully request that the Offering Circular be Qualified following your review of this Amendment. Very truly yours, Peter Berkman, Esq Real Estate Business Planning Trusts & Estates Bankruptcy Securities Regulation 2 | Page