SEC Comment Letter for Hemp Technology, Inc. (CIK 0001797956) — Mar 2, 2020
Hemp Technology, Inc. (CIK 0001797956)
Date: March 2, 2020 · CIK: 0001797956 · Accession: 0000000000-20-001883
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File numbers found in text: 000-56135
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March 2, 2020
Michael Shenher
Chairman, Chief Executive Officer, and Director
Hemp Technology, Inc.
3000, 421 – 7th Avenue SW
Calgary, Alberta, Canada
Re:Hemp Technology, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed February 21, 2020
File No. 000-56135
Dear Mr. Shenher:
We have reviewed your amended filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
January 29, 2020 letter.
Amendment No.1 to Registration Statement on Form 10-12G filed on February 21, 2020
Item 1. Business, page 4
1.We note your response to our prior comment number 1. Please expand your disclosures to
state, if true, that you do not believe that the acquisition of Pettanicals Pet Treats Inc. is
considered probable. We reference the guidance in Rule 8-04 of Regulation S-X.
Principal Products or Services, page 4
2.We note your response to our prior comment 4. Please clarify whether the Pettanical
branded products include CBD. To the extent that they do, please tell us why the risk
factor deleted from page 12 is not applicable to your planned operations. To the extent
you plan to market and sell food products, including animal foods and supplements, that
contain CBD in a manner that would violate US federal law, please make this clear in
FirstName LastNameMichael Shenher
Comapany NameHemp Technology, Inc.
March 2, 2020 Page 2
FirstName LastName
Michael Shenher
Hemp Technology, Inc.
March 2, 2020
Page 2
your risk factors and and in your business section, or tell us why your operations would
not be in violation of US federal law.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operation, page 19
3.We note your disclosure that as of October 31, 2019 the Company had $27,400 of cash on
hand and that management believes it has sufficient cash to finance its operations for the
next twelve months without adding any revenues. Given your going concern disclosure on
page F-6 and your current burn rate as disclosed on page 14, it is not apparent how the
Company has sufficient resources to fund its operations for the next twelve months. Please
advise or revise.
Exhibits
4.We note your response to our prior comment 20 and the filing of your articles of
incorporation dated October 17, 2005 as Exhibit 3.10. However, we were not able to
locate your amendment dated April 2, 2007 and your Articles of Domestication with the
State of Wyoming dated July 23, 2013. With your next amendment, please file the
complete articles of incorporation for the company, as amended. Refer to Item
601(b)(3)(i) of Regulation S-K.
You may contact Ameen Hamady at 202-551-3891 or Brian Cascio at 202-551-3676
if you have questions regarding comments on the financial statements and related matters.
Please contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: T.J. Jesky, Esq.