SEC – ‘UPLOAD’ from 9/5/19 re: BRK, Inc. – ‘TEXT-EXTRACT’

On:  Thursday, 9/5/19, at 4:53pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  11/18/19   ·   Accession #:  0-19-13229

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     34K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    12K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                         September 5, 2019

Daniel Serruya                                                                  
President and Chief Executive Officer                                           
BRK, Inc.                                                                       
411 Eastgate Road, Suite A                                                      
Henderson, NV 89001                                                             

Re: BRK, Inc.                                                     
Amendment No. 5 to Offering Statement on Form 1-A         
Filed August 28, 2019                                     
File No. 024-10989                                        

Dear Mr. Serruya:                                                               

   We have reviewed your amended 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 amending your offering statement and
providing the                                                                   
requested information. 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 offering statement and the  
information you                                                                 
provide in response to these comments, we may have additional comments. Unless  
we note                                                                         
otherwise, our references to prior comments are to comments in our August 23,   
2019 letter.                                                                    

Form 1-A/A filed August 8, 2019                                                 

General                                                                         

1.    We note on the Cover Page of your Offering Circular that you plan to      
offer a maximum of                                                              
 720,000,000 shares of common stock. Elsewhere, you state that you are
offering up to a                                                                
     maximum of 1,800,000,000 shares of common stock. Item 4 to Part I of your
Form 1-A                                                                        
 states that you are offering 540,000,000 securities. Please revise to
clarify the number of                                                           
shares being offered. To that extent, please revise your filing to  
reflect necessary changes                                                       
to the use of proceeds, dilution, and other disclosure. In addition,
please revise Part I and                                                        
Part II to Form 1-A to clarify the number of common stock currently 
outstanding and                                                                 
revised your legal opinion accordingly.                             
Daniel Serruya                                                                
FirstName LastNameDaniel Serruya                                                
BRK, Inc.                                                                       
Comapany 5, 2019                                                                
September NameBRK, Inc.                                                         
Page 2                                                                          
September 5, 2019 Page 2                                                        
FirstName LastName                                                              
2.       It is not clear how you intend to price the offering. You disclose a   
price range in in your                                                          
     offering circular but it appears your securities are also quoted on
the OTC Pink                                                                    
        marketplace. Please be advised that Rule 251(d)(3)(ii) does not permit
at the market                                                                   
       offerings under Regulation A. To the extent you intend to fix a price
before qualification,                                                           
 please file an amendment disclosing the price at which you will
offering your securities or                                                     
      advise how you to intend to conduct the pricing of your securities..
3.       Please include the table required by Item 1(e) of Part II of Form 1-A  
4.       Please include a cross-reference to the section where the disclosure   
required by Item 14                                                             
     has been provided. Please refer to Item 1(d) of Part II of Form 1-A
Risk Factors, page 5                                                            

5.       We note your disclosure indicating you are an emerging growth company. 
The term                                                                        
  "emerging growth company" applies to reporting companies. Please
delete these                                                                    
references.                                                   
    You may contact Tracey McKoy, Staff Accountant, at (202) 551-3772 or
Terence                                                                         
O'Brien, Accounting Branch Chief, at (202) 551-3355 if you have questions       
regarding comments                                                              
on the financial statements and related matters. Please contact Sergio Chinos,  
Staff Attorney, at                                                              
(202) 551-7844 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any    
other questions.                                                                

                                                      Sincerely,

                                                       Division of
Corporation Finance                                                             
                                                     Office of
Manufacturing and                                                               
                                                        Construction
cc:      William R. Eilers                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/18/19		CORRESP,  UPLOAD
Filed on:		9/5/19		UPLOAD
		8/28/19		1-A/A,  UPLOAD
		8/23/19		UPLOAD
		8/8/19		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/16/19  Gen 2 Technologies Inc.           1-A         4/17/19    3:736K                                   Discount Edgar/FA