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Mail Stop 3030
September 21,
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.
Amendment No. 3 to Draft Offering Statement on Form 1-A
Submitted September 11, 2018
CIK No. 0001725430
Dear Mr. Simeonidis:
We have reviewed your amended 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. 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 draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Offering Circular
1. Please reconcile the minimum offering disclosed in your offering
circular with the
revised minimum in section 3 of Exhibit 1.1. Also reconcile the
lock-up period
mentioned on page 95 with page 14 of Exhibit 1.1.
2. Please address in your Offering Circular the Terms of Use mentioned
in Section 3.10 of
Exhibit 6.10. We note for example the arbitration, release,
indemnification, jurisdiction
and attorneys fees provisions. If the provisions of Exhibit 6.10 or
the Terms of Use apply
to claims under the federal securities laws or if investors will be
bound by the provisions,
please say so clearly in your offering circular. If any the
provisions apply to claims under
the federal securities laws and the rules and regulations
thereunder, revise to
affirmatively state (in both your offering circular and the
appropriate exhibit) that, by
agreeing to these provisions, investors will not be deemed to have
waived their rights
under the federal securities laws and the rules and regulations
thereunder. In addition: (1)
address any question under applicable law as to the enforceability
of any of the
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
September 21, 2018
Page 2
provisions and whether these provisions would apply to transferees, and
(2) provide us
your analysis of whether the Terms of Use must be filed per Form 1-A
Item 17(3) or
otherwise.
Principal Place of Business, page 79
3. We note your response to prior comment 3. Expand the disclosure under
the section
"Principal Place of Business," on page 79 to clarify, if true, that the
company's "current"
principal place of business is in the United States, that currently the
company's officers
or managers primarily direct, control and coordinate the company's
activities from the
United States and that the company expects its officers or managers
primarily to direct,
control and coordinate the company's activities from the Unites States
for the foreseeable
future. Include in this disclosure an explanation of why the company
believes that its
officers or managers currently primarily direct, control and coordinate
the company's
activities from the United States, as opposed to from Australia,
particularly since it
appears that Dr. Becker is not currently engaged full time, but instead
has for now
established an hourly arrangement. Also explain that having a principal
place of business
in the United States or Canada is a condition to the availability of the
Regulation A
exemption for the offering pursuant to Rule 251(b)(1) of Regulation A.
Security Ownership . . ., page 88
4. We note your revisions in response to prior comment 4. Please clarify
how Dr. Syrmalis
has sole voting and dispositive power over the shares held by Life
Science Biosensor
Diagnostics, given the percentage ownership disclosure you added in the
note after the
table.
Description of Our Securities, page 90
5. We note your response to prior comment 5, your deletion of the phrase
"wholly owned"
from page 7, and your revision on pages 74 and 75 identifying GBS Pty
Ltd as your
parent and subsidiary. Please tell us the portion of your subsidiaries
that you do not own,
and the nature of the activities conducted by those subsidiaries. Also
tell us how the
options mentioned on page F-31 are reflected on page 15; it appears that
the securities in
the first bullet point reflect only the warrants mentioned on page 43.
Unaudited Consolidated Financial Statements
6. We note that you present ordinary shares of your consolidated
subsidiary, Glucose
Biosensor Systems (Greater China) Pty Ltd, on the face of the
consolidated statement of
stockholders' equity. Based on your description of these shares, they
appear to represent
non-controlling interests in your subsidiary. Please appropriately
revise the financial
statements to present non-controlling interests or explain to us how
inclusion of those
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
September 21, 2018
Page 3
shares in the parent's equity conforms to GAAP. Refer to ASC
810-10-45-15 through
45-24 and ASC 810-10-50-1A.
Exhibits
7. Please reconcile your response to prior comment 1 with exhibit 6.6.
Also, tell us the
authority on which you rely to not file a complete version of Exhibit
6.10; the version
you filed appears to omit Exhibit B.
8. We note the last sentence of your response to prior comment 3. Please
provide us your
analysis of whether information made available through the "Why Invest"
page of the
iqbiosensor website must be filed per Form 1-A Item 17(13).
9. Please address prior comment 8 as it applies to the provisions mentioned
in that comment
that remain in Exhibit 4.1.
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
Office of
Electronics and Machinery
cc: Gary J. Simon--Hughes Hubbard & Reed LLP