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Mail Stop 3030
January 24,
2018
Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017
Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Draft Offering Statement on Form 1-A
Submitted December 29, 2017
CIK No. 0001725430
Dear Mr. Simeonidis:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft offering statement or publicly filing your offering
statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requirements for
non-public submissions,
amendments and correspondence. 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 your amended draft offering statement or filed
offering statement and
the information you provide in response to these comments, we may have
additional comments.
The GBS System, page 1
1. In an appropriate section of your document, state clearly the
status of development of the
GBS System. Include the material hurdles that remain before
development is complete
and you can sell the product that you describe. Your revised
disclosure should indicate
clearly whether you have developed a functioning product with the
capabilities you
disclose, and if so, why additional development and testing is
required.
Proposed Listing, page 8
2. State clearly, if true, that your securities might not ever be
listed on the Nasdaq, and
investors might not know at the time that their investment decision
becomes irrevocable
whether your securities will be so listed. Include in your offering
circular any
appropriate risk factors regarding information that investors will
not know at the time
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
January 24, 2018
Page 2
their investment becomes irrevocable. For example, will investors know
the identity of
your directors, or whether you will be relying on a controlled company
exemption to
exchange listing requirements? In this regard, in an appropriate section
of your document
addressing irrevocability, please clarify whether (1) you will issue
shares upon receipt of
an investor's funds after the initial closing or (2) you will place
those funds in escrow
until you elect to conduct another closing.
Investment Limitations . . ., page 51
3. Reconcile your disclosure that the investment limitations apply only if
you are unable to
obtain a national securities exchange listing with Rule 251(d)(2)(i)(C)
which refers to the
securities listed on a national securities exchange upon qualification.
It appears that you
will not know whether your securities will be listed until after your
offering is closed.
Description of Business, page 54
4. State briefly the location and general character of your principal
properties. In this
regard, provide us your analysis that demonstrates that your principal
place of business is
in the United States or Canada for purposes of establishing your
eligibility to conduct an
offering pursuant to Regulation A Rule 251. For guidance, see Securities
Act Rules
Compliance and Disclosure Interpretation 182.03 available on the
Commission's website.
Security Ownership . . ., page 88
5. Please identify the natural persons who have or share voting and/or
dispositive power
over the shares held by Life Science Biosensor Diagnostics. Also, show
us your
calculations demonstrating how the information on page 7 and in the last
column of this
table will change as a result of this offering and the transactions
mentioned in Notes 7
and 10 on page F-15. In this regard, it is unclear how this transaction
is an "IPO" as
contemplated by the notes given that the transaction is not registered.
Audit Opinion, page F-3
6. Provide a revised opinion from your independent accountants that
specifically states the
period covered by each financial statement identified in the audit
report. Refer to
PCAOB Auditing Standard 3101.08.
Note 10: Subsequent Events, page F-15
7. Revise your financial statements and related notes to give retroactive
effect to the stock
split. Refer to SAB Topic 4(C) and ASC 260-10-55-12.
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
January 24, 2018
Page 3
8. Revise to separately disclose the amount of proceeds received subsequent
to year-end
from (i) the convertible note offering and (ii) the ordinary and
preferred share
offering. Also, disclose the number of shares issued subsequent to the
year-end.
Part III--Exhibits, page 101
9. File as exhibits the agreements governing the escrow mentioned on page
44, the lock-up
agreement mentioned on page 46, the agreements mentioned on page 49, and
the services
agreement mentioned on page 89.
You may contact Michael Fay at (202) 551-3812 or Gary Todd, Senior
Accountant, at
(202) 551-3605 if you have questions regarding comments on the financial
statements and
related matters. Please contact Geoff Kruczek at (202) 551-3641 or me at (202)
551-3617 with
any other questions.
Sincerely,
/s/ Russell Mancuso
Russell Mancuso
Branch Chief
cc: Gary J. Simon--Hughes Hubbard & Reed LLP