SecProbe.io

United States securities and exchange commission logo
April 27, 2020
Dawn Dickson
Chief Executive Officer
Solutions Vending International, Inc.
1275 Kinnear Ave
Columbus, OH 43212
Re:Solutions Vending International, Inc.
Offering Statement on Form 1-A
Filed March 31, 2020
File No. 024-11184
Dear Ms. Dickson:
            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.
Form 1-A filed March 31, 2020
Prospectus Cover Page, page 1
1.You state that there is no minimum that is required to be raised in this offering.  We note,
however, that the Escrow Services Agreement provides for a minimum offering amount of
$10,000.  Please reconcile the discrepancy.
2.You disclose that up to 909,090 shares may be issued as bonus shares to StartEngine
OWNers.  Please disclose the effective discount to the offering price that will result from
the issuance of the bonus shares.  Clarify whether there is a record date on which
StartEngine OWNers are deemed eligible to participate in the bonus program.  Finally,
disclose: (i) whether the bonus shares will be paid for by Solutions Vending International,
Inc. or StartEngine Crowdfunding, Inc. and (ii) whether any consideration was exchanged
by either StartEngine Crowdfunding. Inc. or Solutions Vending International, Inc. for
participation in StartEngine Owner’s Bonus Program.

 FirstName LastNameDawn Dickson
 Comapany NameSolutions Vending International, Inc.
 April 27, 2020 Page 2
 FirstName LastNameDawn Dickson
Solutions Vending International, Inc.
April 27, 2020
Page 2
3.It appears that StartEngine Primary, LLC and its affiliate StartEngine Crowdfunding, Inc.
may be acting as underwriters.  If so, please identify them as such or explain why they are
not underwriters.
Risk Factors, page 3
4.Please add separate risk factors that discusses the specific challenges and uncertainties
regarding the sale of each Regulated Product that you intend to sell through a vending
machine or kiosk, including pharmaceuticals, tobacco, gaming, and alcohol.
The subscription agreement includes an exclusive venue provision, page 10
5.Please disclose whether the forum selection provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and  state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the subscription agreement states this clearly.
Plan of Distribution
Escrow Agent, page 17
6.You state that investor funds will be held in an escrow account.  Please expand to disclose
the events or contingencies that must occur for the funds to be released to you.  Also
clarify under what circumstances escrowed funds may be returned to investors and explain
the procedures and anticipated timing.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operations, page 27
7.We note you intend to acquire a related technology company during Q2 of 2020.  Please
disclose the material terms of your planned acquisition and whether you intend to use the
proceeds of this offering for that acquisition.
Financial Statements, page F-1
8.Refer to your disclosure of development services provided by Big Kitty Labs on page 32.
Please include disclosure of the related party transaction on the face of the income
statement or in the notes to the 2019 financial statements.

 FirstName LastNameDawn Dickson
 Comapany NameSolutions Vending International, Inc.
 April 27, 2020 Page 3
 FirstName LastName
Dawn Dickson
Solutions Vending International, Inc.
April 27, 2020
Page 3
9.Please remove the reference to the Independent Auditor's Report on pages F-2, F-3, F-4
and F-5, as the interim financial statements are unaudited.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeffrey Marks