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 |
June 4, 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. 3] File No. 024-11173 |
Dear Sir and Madam:
The above-referenced Amendment No. 3 to the Form 1-A was filed on June 4, 2020. In response to your letter of June 2, 2020, please note the following changes and corrections [with reference to your Comment numbers]:
| 1. | Additional disclosure regarding COVID-19, pursuant to the CF Disclosure Guidance, has been made to the Risk Factors on page 13 and the Management Discussion and Analysis on page 24. |
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| 2. | The Dilution numbers have been corrected, and the typographical error corrected, on pages 17-18. |
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| 3. | The description of the proposed Linear transaction as described on page 21 is correct. The Letter of Intent (Exh. 6.7) describes the acquisition by the Company of “49%” of the total 80% of PrimaPharma proposed to be acquired by the Company and Linear. This equates to a purchase of approximately 39% of PrimaPharma by the Company. |
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| 4. | The Statement of Cash Flows has been revised at page 56. |
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| 5. | The Audit Report date has been corrected, and the Consent redated. |
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| 6. | The forms of Series “A”, “C”, and “D” Common Stock Purchase Warrants have been added as Exhibits. |
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We respectfully request that the Offering Circular be Qualified following your review of this Amendment.
Very truly yours, |
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Peter Berkman, Esq |
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