SecProbe.io

CORRESP
1
filename1.htm

June
17, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Energy and Transportation

Washington,
D.C.

Re:
Lelantos Holdings, Inc.

Amendment
No. 2 to Offering Statement on Form 1-A

Filed
May 16, 2024

File
No. 024-12414

Dear,
Anuja Majmudar:

Pursuant
to the commentary letter provided on June 5, 2024 and the phone conversation held the same day, I have outlined responses to each of
the items listed in the commentary letter. Corresponding amendments have been made to the body of the Offering Statment as well.

Cover
Page:

1.
“We note your response to prior comment 2, including your revisions to the Risk Factors section to disclose the percentage of
Preferred Stock held by your officers and directors, the conversion value, and the voting rights associated with the shares. Please revise
the cover page to include similar disclosure.”

Response:

The
following statement that was previously included in the Risk Factors section was also added to the cover page section:

Our
officers and directors have significant control over business matters, can make decisions that are not in the best interests of all stockholders,
and the common shareholders will have little or no control over our affairs.

Our
bylaws and Articles of Incorporation provide our officers and directors with significant power and influence over corporate matters that
do not require shareholder approval, including the approval of significant corporate transactions.

Nathan
Puente, the Chief Executive Officer of the Company owns 99% of the Class A Preferred Shares of the Company that have 10:1 voting rights
compared to the Common Shareholder. As a result, the CEO has a majority of the voting control and will retain that control even if the
Company successfully qualifies all 100,000,000 shares pursuant to this Offering. In addition, our directors control approximately 59.81%
of the Class B Preferred Shares, which are entitled to a 50:1 conversion to Common Shares or up to 60,000,000 Common Shares and hold
voting rights that are equivalent to the conversion ratio (50:1). Listed below is a table that outlines the Preferred Stock ownership
held by directors and officers and the conversion value as well as voting rights associated with the shares.

    Name
    Title
    Class of Ownership/ Conversion Ratio
    Amount of Beneficial Ownership
    Percentage of Ownership
    Amount of Common Shares if Converted
    Voting Rights

    Nathan Puente
    Officer/ Director/ 5%+ Owner
    Preferred A (10:1)
      9,900,000
      99 %
      99,000,000
    99,000,000 Votes

    Nathan Puente
    Officer/ Director/ 5%+ Owner
    Preferred B (50:1)
      500,000
      24.92 %
      25,000,000
    25,000,000 Votes

    Joshua Weaver
    Officer/ Director/ 5%+ Owner
    Preferred B (50:1)
      500,000
      24.92 %
      25,000,000
    25,000,000 Votes

    Sean Land
    Director/ 5%+ Owner
    Preferred B (50:1)
      200,000
      9.97 %
      10,000,000
    10,000,000 Votes

The
Company may also issue “blank check” Preferred Stock without stockholder approval with the effect of diluting then current
stockholder interests and impairing their voting rights, and provisions in our charter documents and under Florida law could discourage
a takeover that stockholders may consider favorable.

General:

2.
“Please provide an updated balance sheet (unconsolidated if possible) of the Issuer (including its subsidiaries) as of May 31,
2024.”

Response:

Updated
financials (both unconsolidated and consolidated) are provided in the amended Part 2 Statement and attached to this correspondence document
as an exhibit.

3.
“Please provide a more comprehensive, detailed legal analysis regarding whether the Issuer and each of its subsidiaries meets
the definition of an “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940. Please include
in your analysis all relevant calculations under Section 3(a)(1)(C), identifying each constituent part of the numerator(s) and denominator(s).
Please also describe and discuss any other substantive determinations and/or characterizations of assets that are material to your calculations.”

Without
limiting the generality of the foregoing question, please provide factual support and a comprehensive, detailed legal analysis regarding
whether the Issuer views its investments in Eco Management Systems to be “investment securities” as defined under Section
3(a)(2) of the Investment Company Act of 1940. As part of this response, please:

●
state the Issuer’s percentage ownership of Eco Management Systems;

●
describe the Issuer’s ownership and control rights in detail; and

●
confirm the Issuer’s present intention with respect to its investments in Eco

Management,
including a clarification of the following: “The Issuer only owns equity securities of its subsidiary (Eco Management) and has
no intent of selling the equity securities to invest in other securities while arranging to acquire a new majority- or wholly-owned subsidiary;
selling a large operating division of the subsidiary and investing the proceeds in securities pending acquisition of a new majority-
or wholly-owned subsidiary; or making a tender offer to stockholders of a non-investment company and failing to obtain a majority of
the target company’s stock.”

Response:

Per
the request of the SEC in their commentary letter, dated on June 5, 2024, and pursuant to Section 3(a)(1)(C) of the Investment Company
Act of 1940 a calculation was made to determine whether or not the equity purchase placed them in the category of an Investment Company
as defined by a company that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading
in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such Issuer’s
total assets (exclusive of Government securities and cash items) on an unconsolidated basis. The numerator in this calculation was the
value of the new “Eco” assets ($3,000,000) and the denominator was the new total value of all assets ($4,094,197). The value
from this calculation showed that the newly acquired investment securities had a value of 73.27% of the Issuer’s total assets,
potentially triggering Lelantos to meet the definition of an “investment company;” however, as described in the analysis
below - for several reasons - the Issuer is not an investment management company and is therefore exempt from registration pursuant
to the Investment Management Act of 1940.

Lelantos
is currently the 50% owner of the subsidiary known as “Eco”. Presently, Eco constitutes greater than 45% of the total assets
and 45% of net income of the Issuer. Pursuant to Section 3(a)(1)(C) of the Investment Management Act of 1940, the prima facie evidence
would suggest that Lelantos is an Investment Management Company. However, pursuant ot Section 3(a)(1)(C) subsection 4 provides that:

Notwithstanding
section 3(a)(1)(C) of the Act (15 U.S.C. 80a-3(a)(1)(c)), an issuer will be deemed not to be an investment company under the Act; Provided,
That:

 4. Securities
                                            issued by companies:

i.
      Which
                                            are controlled primarily by such issuer;

ii.
      Through
                                            which such issuer engages in a business other than that of investing, reinvesting, owning,
                                            holding or trading in securities; and

iii.
      Which
                                            are not investment companies;

In
order to satisfy the above requirements, it should be noted that:

i.
      Lelantos
                                            exercises control over the subsidiary such that all material decisions and all day to day
                                            operations are either controlled by or substantially overseen by the Issuer;

ii.
      The
                                            Isser does not engage in the business of investing, reinvesting, owning, hording or trading
                                            securities, nor does the subsidiary; and

iii.
      The
                                            subsidiary is not an investment company.

Point
(iii) being as yet unaddressed it is important to look through to the subsidiary and again note that the subsidiary has certain characteristics
that could make a prima facie case that the subsidiary is itself an Investment Management Company. Specifically, the subsidiary has a
number of LLCs in different states that in aggregate constitute more than 45% of the total assets and 45% of the net income of the subsidiary.
However, the subsidiary does not meet the definition of “investment company’ because, pursuant to subsections 3 and 4:

 3. Securities
                                            issued by majority-owned subsidiaries of the issuer (other than subsidiaries relying on the
                                            exclusion from the definition of investment company in section 3(b)(3) or (c)(1) of the Act)
                                            which are not investment companies;

 4. Securities
                                            issued by companies:

i.
      Which
                                            are controlled primarily by such issuer;

ii.
      Through
                                            which such issuer engages in a business other than that of investing, reinvesting, owning,
                                            holding or trading in securities; and

iii.
      Which
                                            are not investment companies;

Specifically:

 3. Each
                                            of the subsidiaries of ECO is majority-owned by Eco; and

 4. The
                                            subsidiaries of ECO are:

i.
      Primarily
                                            controlled by ECO, each being a separate entity solely for the purpose of State licensing
                                            in the solar installation sector – a state-regulated industry;

ii.
      Each
                                            subsidiary of ECO does not engage in the business of investing, reinvesting, owning, hording
                                            or trading securities, nor does the subsidiary; and

iii.
      As
                                            stated in (ii), each subsidiary is not an investment company since each is engaged in the
                                            installation of solar technology in commercial and residential applications and the corporate
                                            structure is to accommodate state licensing, and insurance and is further segmented to reduce
                                            litigation risk and exposure. None of the activities of ECO’s subsidiaries could be
                                            reasonably classified as investment management-related.

For
the above-stated reasons, the Issuer is not an investment management company and is therefore exempt from registration pursuant
to the Investment Management Act of 1940.

4.
“To the extent that the Issuer is relying on the temporary safe-harbor provided by rule 3a-2:

●
Please supplementally provide (i) a copy of the resolution made by your board of directors pursuant to rule 3a-2(a)(2) and (ii) the date
on which such resolution was recorded contemporaneously in your minute books.

●
Please provide (i) the date on which the one-year period commenced pursuant to rule 3a-2(b), together with (ii) the legal analysis supporting
this determination.

●
Please provide an analysis of whether the Issuer has relied on the temporary safe-harbor provided by rule 3a-2 under the Investment Company
Act of 1940 at any other point during the three-year period prior to the date identified above on which the Issuer believes that the
one-year period commenced pursuant to rule 3a-2(b).”

Response:

Please
see the analysis in response to comment 3 above indicating that, after further review and legal analysis from counsel, The Issuer’s
counsel asserts that the Issuer is not an investment management company and is therefore exempt from registration, pursuant to
the Investment Management Act of 1940. As Lelantos is not an investment management company they are not relying on the
temporary safe harbor provided by rule 3a-2. Based on this legal analysis provided by counsel, the board has determined that Lelantos
is not an investment management company and they do not need to rely on the temporary safe harbor provided by rule 3a-2. As Lelantos
is not relying on the safe harbor provided by rule 3a-2, there is not a date to be provided for which the one-year period commenced nor
is there any other point during the three-year period prior to the date identified above on which the Issuer believes that the
one-year period commenced pursuant to rule 3a-2(b).

The
issuer has also removed the mention of the status as an investment company from the offering statement.

If
you have any questions, please contact the Issuer’s securities counsel, Patrick Ryan Morris, at 917-621-1110.

CC:
Patrick Ryan Morris

Sincerely,

Nathan
Puente

CEO

Lelantos
Holdings, Inc.

Exhibit
A

Updated
Financials through May 31, 2024

CONSOLIDATED
LELANTOS HOLDINGS INC. BALANCE SHEETS

(Unaudited)

    May 31, 2024
    May 31, 2023

    ASSETS

    Current Assets:

    Cash
    $ 43,102
    $ 6,235

    Accounts Receivable
    $ 339,583
    $ -

    Total Current Assets
    $ 382,685
    $ 6,235

    Vehicles, net of accumulated depreciation
    $ 1,045,380
    $ 1,325,664

    Total Assets
    $ 1,428,065
    $ 1,331,899

    LIABILITIES & STOCKHOLDERS’ DEFICIT

    Current Liabilities:

    Accounts payable
    $ 219,751
    $ 9,094

    Accrued Interest
    $ 307,106
    $ 91,230

    Loan payable – related party
    $ 111,280
    $ 597,500

    Convertible Notes Payable
    $ 1,998,797
    $ 1,451,797

    Total Liabilities
    $ 2,636,934
    $ 2,149,621

    Shareholders’ Deficit:

    Series A Preferred stock, $0.01 par value, 10,000,000 shares authorized; 9,900,000 shares issued and outstanding
    $ 99,000
    $ 99,000

    Common stock $0.001 par value, 500,000,000 shares
authorized; 68,859,971 shares issued and outstanding
    $ 68,860
    $ 3,551

    Additional paid-in capital
    $ 59,983,287
    $ 40,651,225

    Accumulated deficit
    $ (61,360,016 )
    $ (41,571,498 )

    Total Stockholders’ Deficit
    $ (1,208,869 )
    $ (817,722 )

    Total Liabilities and Stockholders’ Deficit
    $ 1,428,065
    $ 1,331,899

CONSOLIDATED
LELANTOS HOLDINGS INC. STATEMENTS OF OPERATIONS

(Unaudited)

    For the Five Months Ended May 31,

    .
    2023

    Revenue
    $ 333,522
    $ 40,002

    Operating Expenses

    Cost of Goods Sold
    $ 247,254

    Contract Labor
    $ 83,019
    $ 57,746

    General and administrative
    $ 320,320
    $ 92,220

    Total operating expenses
    $ 650,593
    $ 149,966

    Loss from operations
    $ (317,071 )
    $ (109,964 )

    Other Expense:

    ESOP Contributions
    $ 19,098,000

    Interest Expense
    $ 101,191
    $ 122,131

    Total Other Expense
    $ 19,199,191
    $ 122,131

    Net Loss
    $ (19,516,263 )
    $ (232,095 )

    Net loss per share
    $ (0.28 )
    $ (0.07 )

    Weighted average shares outstanding, basic and diluted
      68,859,971
      3,552,418

CONSOLIDATED
LELANTOS HOLDINGS INC. STATEMENTS OF CASH FLOWS

(Unaudited)

    For the Five Months Ended May 31

    2024
    2023

    CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss
    $ (19,516,263 )
    $ (232,095 )

    Adjustments to reconcile net loss to net cash used in operating activities:

    Debt Discount Amortization
    $ -
    $ 28,723

    Depreciation Expense
    $ 11