SEC Company Response from Limitless Venture Group Inc. (CIK 0001794009) — Feb 20, 2020
Limitless Venture Group Inc. (CIK 0001794009)
Date: Feb. 20, 2020 · CIK: 0001794009 · Accession: 0001794009-20-000004
AI Filing Summary & Sentiment
File numbers found in text: 024-11128
Referenced dates: February 7, 2020
Letter
Division of Corporate Finance, Office of Life Sciences Re: Limitless Venture Group, Inc. Amendment No. 1 to the Offering Statement on Form 1-A Filed January 30, 2019 File No. 024-11128
Dear Mr. Edwards:
The undersigned counsel represents the interests of Limitless Venture Group, Inc. We are in receipt of your comment letter dated February 7, 2020, and have the following responses:
Amendment No. 1 to the Offering Statement on Form 1-A
Distribution Spread, page
1. Please revise footnote four to the table to reflect that the shares are being offered pursuant to Regulation A for Tier 1 offerings as opposed to Tier 2 offerings. Please make a similar revision to footnote five to the table in the Use of Proceeds section.
Answer: Footnote four to the table, as well as footnote 5 in the Use of Proceeds section, have been amended as requested.
Executive Compensation, page
5. We reissue comment number five in part. Please provide executive compensation information for the fiscal year ended June 30, 2019. In addition, it appears that 500 million options were granted pursuant to the 2019 Stock Incentive Plan that should be included in the Summary Compensation Table. Please revise the table to include this information or advise us as to why you do not believe it is required.
Answer: The executive compensation information for the fiscal year ended June 30, 2019 has been included, and the Summary Compensation Table has been amended to include the 500 million options granted.
General
3. We note your response to prior comment number 1. Please revise the disclosure throughout the offering statement to remove references to the mandatory arbitration provision.
Answer: The offering statement has been revised to remove all mention of the mandatory arbitration provision.
Should you have any further questions or comments, please do not hesitate to contact me at the number and address above.
Sincerely,
/s/ Thomas C. Cook, Esq.
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CORRESP 1 filename1.htm THE LAW OFFICES OF THOMAS C. COOK, LTD. ATTORNEY AND COUNSELOR AT LAW 1980 FESTIVAL PLAZA DRIVE, SUITE 530 LAS VEGAS, NEVADA 89135 (702) 524-9151 tccesq@aol.com February 19, 2020 Chris Edwards Division of Corporate Finance, Office of Life Sciences US Securities and Exchange Commission Washington, DC 20549 Re: Limitless Venture Group, Inc. Amendment No. 1 to the Offering Statement on Form 1-A Filed January 30, 2019 File No. 024-11128 Dear Mr. Edwards: The undersigned counsel represents the interests of Limitless Venture Group, Inc. We are in receipt of your comment letter dated February 7, 2020, and have the following responses: Amendment No. 1 to the Offering Statement on Form 1-A Distribution Spread, page 4 1. Please revise footnote four to the table to reflect that the shares are being offered pursuant to Regulation A for Tier 1 offerings as opposed to Tier 2 offerings. Please make a similar revision to footnote five to the table in the Use of Proceeds section. Answer: Footnote four to the table, as well as footnote 5 in the Use of Proceeds section, have been amended as requested. Executive Compensation, page 33 5. We reissue comment number five in part. Please provide executive compensation information for the fiscal year ended June 30, 2019. In addition, it appears that 500 million options were granted pursuant to the 2019 Stock Incentive Plan that should be included in the Summary Compensation Table. Please revise the table to include this information or advise us as to why you do not believe it is required. Answer: The executive compensation information for the fiscal year ended June 30, 2019 has been included, and the Summary Compensation Table has been amended to include the 500 million options granted. General 3. We note your response to prior comment number 1. Please revise the disclosure throughout the offering statement to remove references to the mandatory arbitration provision. Answer: The offering statement has been revised to remove all mention of the mandatory arbitration provision. Should you have any further questions or comments, please do not hesitate to contact me at the number and address above. Sincerely, /s/ Thomas C. Cook, Esq. Thomas C. Cook, Esq.