SEC Comment Letter 0000000000-23-007605 to Helio Corp /FL/ (HLEO)
Helio Corp /FL/
Date: July 17, 2023 · CIK: 0001953988 · Accession: 0000000000-23-007605
AI Filing Summary & Sentiment
File numbers found in text: 024-12064
Letter
United States securities and exchange commission logo July 17, 2023 Jim Byrd Chief Financial Officer & Director Web3 Corporation 6901 TPC Dr., Suite 200 Orlando, FL 32822 Re:Web3 Corporation Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed June 30, 2023 File No. 024-12064 Dear Jim Byrd: We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A filed June 30, 2023 Business, page 13 1.Please disclose whether Celebrity Cigars or TestDrive Live has generated any revenue, and the amount of revenue generated during the past fiscal year and interim period, if any. Similarly, please disclose any operating profits for either Celebrity Cigars or TestDrive Live. 2.Please disclose the costs of acquiring Celebrity Cigars and TestDrive Live. To the extent that you purchased one or both of the businesses using your securities please disclose the number of shares issued, and the implied cost per share for your acquisition of either Celebrity Cigars or TestDrive Live.
FirstName LastNameJim Byrd Comapany NameWeb3 Corporation July 17, 2023 Page 2 FirstName LastName Jim Byrd Web3 Corporation July 17, 2023 Page 2 Description of Exhibits , page 42 3.Please include the purchase contracts for your acquisition of Celebrity Cigars and TestDrive Live in your next post qualification amendment. Please see Item 17(6) of Form 1-A. General 4.In your Form 1-A you state that "[t]here are 6,217,500 shares that have been purchased and granted but none have been issued to date. Issuance is pending for all." Please disclose how you plan to offer those shares given that you have disclosed that this offering consists of 1,000,000 shares of Class “A” common stock. Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551- 3419 with any questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
July 17, 2023
Jim Byrd
Chief Financial Officer & Director
Web3 Corporation
6901 TPC Dr.,
Suite 200
Orlando, FL 32822
Re:Web3 Corporation
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
Filed June 30, 2023
File No. 024-12064
Dear Jim Byrd:
We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A filed June 30, 2023
Business, page 13
1.Please disclose whether Celebrity Cigars or TestDrive Live has generated any revenue,
and the amount of revenue generated during the past fiscal year and interim period, if
any. Similarly, please disclose any operating profits for either Celebrity Cigars or
TestDrive Live.
2.Please disclose the costs of acquiring Celebrity Cigars and TestDrive Live. To the extent
that you purchased one or both of the businesses using your securities please disclose the
number of shares issued, and the implied cost per share for your acquisition of either
Celebrity Cigars or TestDrive Live.
FirstName LastNameJim Byrd
Comapany NameWeb3 Corporation
July 17, 2023 Page 2
FirstName LastName
Jim Byrd
Web3 Corporation
July 17, 2023
Page 2
Description of Exhibits , page 42
3.Please include the purchase contracts for your acquisition of Celebrity Cigars and
TestDrive Live in your next post qualification amendment. Please see Item 17(6) of Form
1-A.
General
4.In your Form 1-A you state that "[t]here are 6,217,500 shares that have been purchased
and granted but none have been issued to date. Issuance is pending for all." Please
disclose how you plan to offer those shares given that you have disclosed that this offering
consists of 1,000,000 shares of Class “A” common stock.
Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-
3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance