SEC Comment Letter 0000000000-23-006590 to Yo-Health Inc. (CIK 0001844793)
Yo-Health Inc. (CIK 0001844793)
Date: June 20, 2023 · CIK: 0001844793 · Accession: 0000000000-23-006590
AI Filing Summary & Sentiment
Referenced dates: March 8, 2023
Show Raw Text
United States securities and exchange commission logo
June 20, 2023
Peter Thawnghmung
Chief Executive Officer
Yo-Health Inc.
990 Gerry Avenue
Lido Beach, NY 11561
Re:Yo-Health Inc.
Form 10-K for the fiscal year ended December 31, 2022
Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2022
File No. 0-56521
Dear Peter Thawnghmung:
We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the period ended December 31, 2022
Financial Statements, page F-1
1.We refer to our letter dated March 8, 2023 regarding your Form 10 filed on February 9,
2023. Please tell us how you have addressed comments 15-19 as it relates to your
financial statements for the year ended December 31, 2022 and 2021. Respond to each
comment individually in your response to us.
Statement of Cash Flows, page F-6
2.We note you have presented a Mortgage payable of $1,134,249 in your Cash Flows From
Operating Activates within your Statement of Cash Flows for the year ended December
31, 2021. We further note you revised this presentation on your Form 10-12G/A, filed
June 6, 2023, in response to our March 8, 2023 comment letter. Please tell us why you
believe your correction of the error as a revision rather than restating your statement of
cashflow for the year ended December 31, 2021 is appropriate. As part of your response,
FirstName LastNamePeter Thawnghmung
Comapany NameYo-Health Inc.
June 20, 2023 Page 2
FirstName LastNamePeter Thawnghmung
Yo-Health Inc.
June 20, 2023
Page 2
tell us how your treatment complies with ASC 250-10-50 and provide us with your SAB
99 analysis.
Form 10-K/A filed June 12, 2023
Explanatory Note, page 2
3.Please expand your disclosure to describe the details surrounding the restatement. In your
response, tell us the nature of the error, how it was detected, and disclose the timing. In
addition, tell us what consideration you gave to filing a Form 8-K 4.02 disclosing the
issue.
Description of Business, page 3
4.We note from your disclosure you entered into an Exchange Agreement with Yoshi
Properties, LLC for which you acquired 100% of the member interests. Pursuant to the
Exchange Agreement filed as Exhibit 21.1, the acquisition of such member interests was
made in exchange for consideration of 1,000,000 shares of Yo-Health, Inc. In this regard,
please describe for us in greater detail your accounting treatment for the share exchange
agreement; how the shares issued and assets acquired in the transaction were valued; and
cite the guidance your relied upon in determining your treatment. Assuming satisfactory
response, revise the notes to the financial statements to disclose your accounting treatment
in clear and concise terms, including 1,000,000 shares were issued as part of the exchange
agreement.
5.Please revise your notes to the financial statements to comply with the disclosure
requirements outlined in ASC 280-10-50, as applicable.
Controls and Procedures, page 10
6.Please tell us how you evaluated the effectiveness of your Controls and Procedures for the
following:
•the errors in the accounting for the 7K Farms acquisition
•the presentation, and subsequent revision, of mortgage payable captions in your
statement of cash flows
Statement of Operations, page F-4
7.Please revise to present EPS on the face of your income statement for each of the periods
presented. You may refer to ASC 260-10-45 for further guidance.
Financial Statements
Statement of Cash Flows, page F-6
8.You have presented a Mortgage payable of $594,634 in your Cash Flows From Operating
Activates within your Statement of Cash Flows for the year ended December 31, 2022.
FirstName LastNamePeter Thawnghmung
Comapany NameYo-Health Inc.
June 20, 2023 Page 3
FirstName LastName
Peter Thawnghmung
Yo-Health Inc.
June 20, 2023
Page 3
This non-cash activity was addressed, and the cash flow presentation revised, during the
previous comments issued on your Form 10. Please tell us why you have reverted to the
original presentation, how you evaluated the materiality of the error, and support your
change with appropriate accounting guidance. Refer to ASC 230-10-50-3 and 4.
Restatement, page F-14
9.We note your disclosure that this amendment has been filed to restate your accounting
for the 7K Farms acquisition. Please expand your disclosure to comply with the
disclosure requirements outlined in ASC 250-10-50-7. Your revised disclosure should
describe the nature of each adjustment and clearly cross-reference to the adjustments
made to each financial statement line item.
In closing, 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.
You may contact Charles Eastman at (202) 551-3794 or Jean Yu at (202) 551-3305 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing