SEC Comment Letter for Limitless Venture Group Inc. (CIK 0001794009) — Jan 22, 2021
Limitless Venture Group Inc. (CIK 0001794009)
Date: Jan. 22, 2021 · CIK: 0001794009 · Accession: 0000000000-21-000826
AI Filing Summary & Sentiment
File numbers found in text: 024-11128
Letter
United States securities and exchange commission logo January 22, 2021 Joseph Francella Chief Executive Officer Limitless Venture Group Inc. 121 E. 36th Street Tulsa, OK 74106 Re:Limitless Venture Group Inc. Offering Statement on Form 1-A Post-qualification Amendment No. 2 Filed January 19, 2021 File No. 024-11128 Dear Mr. Francella: We have reviewed your amendment and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Post-qualification Amendment No. 2 to Form 1-A filed January 19, 2021 Item 7. Description of Business:, page 15 1.We note that you have entered into agreements to acquire 51% of the outstanding stock of Rokin, Inc. Please describe Rokin, Inc. and the acquisition agreement, and file these agreements with your next amendment. See Item 7(a)(1)(vii) of Part II to Form 1-A. 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.
FirstName LastNameJoseph Francella Comapany NameLimitless Venture Group Inc. January 22, 2021 Page 2 FirstName LastName Joseph Francella Limitless Venture Group Inc. January 22, 2021 Page 2 You may contact Jason L. Drory at 202-551-8342 or Celeste Murphy at 202-551-3257 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Thomas C. Cook
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United States securities and exchange commission logo
January 22, 2021
Joseph Francella
Chief Executive Officer
Limitless Venture Group Inc.
121 E. 36th Street
Tulsa, OK 74106
Re:Limitless Venture Group Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 2
Filed January 19, 2021
File No. 024-11128
Dear Mr. Francella:
We have reviewed your amendment and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Post-qualification Amendment No. 2 to Form 1-A filed January 19, 2021
Item 7. Description of Business:, page 15
1.We note that you have entered into agreements to acquire 51% of the outstanding stock of
Rokin, Inc. Please describe Rokin, Inc. and the acquisition agreement, and file these
agreements with your next amendment. See Item 7(a)(1)(vii) of Part II to Form 1-A.
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.
FirstName LastNameJoseph Francella
Comapany NameLimitless Venture Group Inc.
January 22, 2021 Page 2
FirstName LastName
Joseph Francella
Limitless Venture Group Inc.
January 22, 2021
Page 2
You may contact Jason L. Drory at 202-551-8342 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Thomas C. Cook