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| Peter Berkman Peter Berkman Attorney PLLC Fl Bar No. 110330 18865 SR 54 #110 Lutz, FL 33558 Phone: 813.600.2971 Mobile: 813.743.5057 Facsimile: 888.413.0890 Email:peter@peterberkmanlaw.com Website: www.peterberkmanlaw.com |
April 27, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, DC 20549
RE: | Beyond Wellness International, Inc. Offering Statement on Form 1-A/A [Amendment No. 1] File No. 024-11173 |
Dear Sir and Madam:
The above-referenced Amendment No. 1 to the Form 1-A was filed on April 24, 2020. In response to your letter of April 1, 2020, please note the following changes and corrections [with reference to your Comment numbers]:
| 1. | The Part I numbers have been revised to be consistent with the 12/31/2019 Financial Statements (unaudited), which are the most recent numbers presented. |
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| 2. | This has been clarified on Page 1. There is only one class of Common Stock; references to the Common Stock Purchase Warrants have been changed throughout to “Series B Common Stock Purchase Warrants” to avoid confusion. We have also clarified that the 2,000,000 Shares of Common Stock issuable upon exercise of the Series B Warrants are also being Qualified in this Offering Circular. |
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| 3. | See Note 2 above. |
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| 4. | The unit price on Page 1 is now consistent with Page 7. |
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| 5. | This disclosure has been clarified on Page 14. |
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| 6. | This Item has been revised on Page 17 to reflect the factors considered by Management. |
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| 7. | Further disclosure and a Risk Factor have been provided on Pages 8 and 22. |
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| 8. | Clarification of the proposed Joint Venture is provided on Page 21. There is at this time no definitive or binding Agreement. |
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| 9. | Clarification is provided on Page 21 under the “Manufacturing” paragraph. |
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| 10. | Clarification has been provided on Pages 21-22 under the “marketing Objectives” paragraph. |
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| 11. | Revisions have been made on Pages 23-25. |
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| 12. | The revised and extended Maturity Dates of the two Convertible Notes have been updated throughout the Offering Circular. |
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| 13. | See Note 12 above. |
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| 14. | Descriptions of the Common Stock Purchase Warrants have been added on Page 36. |
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| 15 through 23. | The Financial Statements have been updated, and the Notes to the Financial Statements revised to address the questions and concerns. |
We respectfully request that the Offering Circular be Qualified following your review of this Amendment.
Very truly yours,
______________________________
Peter Berkman, Esq
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