SEC Company Response from MjLink.com, Inc. (CIK 0001794790) — Mar 31, 2020
MjLink.com, Inc. (CIK 0001794790)
Date: March 31, 2020 · CIK: 0001794790 · Accession: 0001493152-20-005493
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File numbers found in text: 024-11154
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CORRESP
1
filename1.htm
MjLink.com, Inc.
3465
Gaylord Court, Suite A509
Englewood,
Colorado 80113
Telephone
(855) 933-3277
Filed
as SEC Correspondence
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Technology
Washington,
D. C. 20549
Attn:
Matthew Crispino
March
31, 2020
Re:
MjLink.com, Inc.
Form 1-A
Originally Filed on
February 13, 2020
File No. 024-11154
Amendment Number 1
(filed on March 31, 2020)
Dear
Sir or Madam:
Please
find below our responses to the Commission’s March 11, 2020 Comment Letter regarding the above-referenced 1-A. MjLink.com,
Inc. is referred to herein as the “Company”, “we”, or “us”.
Offering
Circular on Form 1-A filed February 12, 2020
Cover
Page
Response
to Comment 1
We
have clarified in the Cover Page that the Maximum Total Offering Amount is $50,000,000, the Minimum Share Investment
Amount for Investors is 200 shares or $500, and there is no Minimum Total Offering Amount. Additionally, as
reflected in Amendment Number 1, the Offering is being sold at a fixed price of $2.50 per share. All references to tranches and
different phases of the Offering at different prices have been eliminated. Additionally, we have included
our Escrow Agreement with Prime Trust as Exhibit 10.1.
Business,
page 3
Response
to Comment 2
We
have described under the title “Key Technology Metrics” how our technology platform utilizes blockchain
technology and entails the creation, issuance or use of digital assets.
Location
at page 10
Fully-Diluted
MjLink Common Stock, page 11
Response
to Comment 3
The
conversion of warrants and convertible debt was previously predicated upon a spinout of MjLink from its parent, Social
Life Network, which disclosure has been eliminated.
Based on the foregoing, we have
eliminated the section under the title
“Fully Diluted MjLink Common Stock”
Risk
Factors
“The
Subscription Agreement between us and investors…” page 28”
Response
to Comment 4
We
have included the exclusive forum in the Exhibit 4.1 Subscription Agreement, as follows:
“9.
Notwithstanding the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and
governed by the laws of the State of Delaware. Exclusive venue for any dispute arising out of this Subscription Agreement or the
Shares shall be the state court in Delaware or the US District Court located in Wilmington, Delaware. Securities Act Section
22 creates concurrent jurisdiction, respectively, for federal and state courts over all lawsuits brought to enforce any duty of
liability created by the Securities Act or the rules and regulations thereunder. Additionally, Exchange Act 27 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. Accordingly, an Investors’ ability to seek relief in the state courts as a more favorable jurisdiction, will
likely fail because the Courts will defer to federal jurisdiction.”
Additionally,
we have made adjustments in the above cited risk factor to reflect the above Subscription Agreement provisions.
Location
at 27
Dilution,
page 33
Response
to Comment 5
We
have reexamined the aspect of a spinout of MjLink from its parent, Social Life Network, Inc., as well as a possible listing for
MjLink on the NYSE American or NASDAQ; upon further examination of these issues, we have concluded that it is premature to undertake
any of these actions. As such, we have eliminated all references and disclosure pertaining to the following: (a) a spinout of
MjLink from its parent, Social Life Network, Inc.; (b) filing a Form S-1 Registration Statement in connection with (a); (c) taking
MjLink public on the NYSE or NASDAQ or any other exchange or quotation medium.
Liquidity,
Capital Resources and Plan of Operations, page 41
Response
to Comment 6
We
have disclosed that: (a) our current cash does not permit us to pursue our current plan of Operations for more than 1 month; and
(b) should we be successful in raising the maximum offering proceeds of $50,000,000 we will be able to continue our operations
for at least 10 years.
Location
at page 39
Cautionary
Advice Regarding Financial Projections Appearing Below, page 42
Response
to Comment 7
Response
to Comment 8
Upon
further examination of the financial projections included in our original filing, we have removed all such disclosure.
Executive
Compensation
Resignation,
Retirement, Other Termination or Change in Control Arrangements, page 55
Response
to Comment 9
We
have deleted our prior disclosure that Mark DiSiena had an employment agreement with MjLink, which disclosure was mistakenly included.
Mark DiSiena only has an employment agreement with MjLink’s parent company, Social Life Network, Inc.
Location
at page 49
Description
of Capital Stock, page 58
Response
to Comment 10
References
to Amended and Restated Articles and related prior disclosure were mistakenly included in our original Regulation A filing
and are inapplicable. We have no present intention to amend and restate our certificate of incorporation and/or bylaws and all
such disclosure has been deleted.
Response
to Comment 11
The
inclusion of references to FCCG and FAT Brands, Inc. was an inadvertent error and has been eliminated.
Plan
of Distribution, page 62
Response
to Comment 12
The
disclosure in our original Regulation A filing regarding the matters addressed in Comment 1 above lacked clarity; as disclosed
in our response to Comment 1 and our amended disclosure on the Cover Page, we have clarified that the Maximum Total Offering Amount
is $50,000,000, the Minimum Share Amount Investment for Investors is 200 shares or $500, and there is no Minimum
Total Offering Amount. Additionally, because we are offering the shares at $2.50 per Share and not conducting the Offering in
tranches as stated in the original filing, we
have eliminated that disclosure as well as any references to a Minimum Offering Amount.
Location
at page 54-55
Response
to Comment 13
As
reflected in our response to Comment 5:
We
have reexamined the aspect of a spinout of MjLink from its parent, Social Life Network, Inc., as well as a possible listing for
MjLink on the NYSE American or NASDAQ, and upon further examination, we have concluded that it is premature to undertake either
of those actions. As such, we have eliminated all references and disclosure pertaining to the following: (a) a spinout of MjLink
from its parent, Social Life Network, Inc.; (b) filing a Form S-1 Registration Statement in connection with (a); (c) taking MjLink
public on the NYSE or NASDAQ or any other exchange or quotation medium.
Where
You Can Find More Information, page 66
Response
to Comment 14
All references to reporting
obligations under the Securities Exchange Act of 1934 have been eliminated.
Location
at page 58
Part
III, Exhibits, page 68
Response
to Comment 15
We
have included the auditor consent as Exhibit 11.1 and presented the Auditor’s Report near the audited financial
statements.
Financial
Statements, page F-1
Response
to Comment 16
We
have included a new Audit Opinion
Note
2 – Summary of Significant Accounting Policies
Basis
of presentation, page F-6
Response
to Comment 17
The only costs MjLink had for 2018 was
the authorization of the MjLink common stock at $.01 par value per share. Since none of the shares have been issued, the
APIC is zero. As for expenses, MjLink did not have any expenses until it hired its first employee on January 2, 2019.
From September 20, 2018 through December 31, 2018, MjLink did not commence business nor incur any expenses.
Response
to Comment 18
We
have eliminated Note 6 as it is no longer applicable to the Regulation A Offering or MjLink, particularly because the Note was
predicated upon conducting a spinout of MjLink from Social Life Network, Inc., which spinout is premature to determine
at this time. In connection therewith, please see our above response to Comment 5.
General
Response
to Comment 19
All such disclosure has been eliminated
and we have amended our disclosure to state that the Offering is being held at a fixed price of $2.50 per share.
Response
to Comment 20
This
disclosure has been eliminated.
We
hereby acknowledge the following: (a) should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (b) the action of the
Commission of the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and disclosure in the filing; and (c) the Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws.
Please
contact our securities counsel, Frederick M. Lehrer, at (561) 706-7646 or flehrer@securitiesattorney1.com should you have
any questions regarding Amendment number 1.
Sincerely
yours,
By:
/s/
Ken Tapp
Ken
Tapp, Chief Executive Officer