SEC – ‘UPLOAD’ from 1/26/22 re: Hero Technologies Inc. – ‘TEXT-EXTRACT’

On:  Wednesday, 1/26/22, at 4:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-1076

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     30K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    11K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

January 26, 2022      

Gina Serkasevich                                                  
Chief Executive Officer, Director                                 
Hero Technologies Inc.                                            
310 Commons Trail Ln                                              
Huffman, TX 77336                                                 

                                                     Re: Hero Technologies
Inc.                                                                            
                                                          Amendment No. 1 to
Registration Statement on Form S-1                                              
                                                         Filed January 13,
2022                                                                            
                                                           File No. 333-261062

Dear Ms. Serkasevich:                                             

           We have reviewed your amended registration 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 registration
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 registration 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
December 9, 2021 letter.                                                        

Form S-1 Amendment 1 filed January 13, 2022                       

     Management's Discussion and Analysis of Financial Condition and Results
of Operations                                                                   
Results of Operations, page 24                                    

 1.                                                   In response to comment
4, we note you provided expanded disclosures for the nine month                 
                                                      period ended September
30, 2021 versus 2020 that are responsive to the comment. Please                 
                                               provide similar
disclosures for the comparison of results of operations for the years ended     
                                                     December 31, 2020 and
2019.                                                                           
Business, page 31                                                 

 2.                                                   In response to comment
8 you revised page 31 to disclose that the company assumed all                  
                                                liabilities with
respect to assigned contracts as part of the acquisition of Veteran Hemp        
Gina Serkasevich                                                              
Hero Technologies Inc.                                                          
January 26, 2022                                                                
Page 2                                                                          
     Co. Please describe, and quantify the liabilities assumed with respect to
assigned                                                                        
contracts, to the extent material.                                  
Executive Compensation, page 33                                                 

3.    We note your response to comment 10. Please update to provide             
    executive compensation disclosure for the fiscal year ended December 31,
2021. See Item                                                                  
402(n) of Regulation S-K.                                           

Notes to the Consolidated Financial Statements                                  
Note 2. Summary of Significant Accounting Policies, page F-8                    

4.    You disclose ownership of wholly-owned subsidiaries MassCannabis LLC and  
Mile High                                                                       
Green LLC without providing any descriptive information about the   
subsidiary. Please                                                              
expand your disclosure here and on pages F-15 and F-20 to provide   
sufficient detail to                                                            
understand the nature and operations of these entities.             
Interim Financial Statements, page F-16                                         

5.    We note you have updated your financial statements for the period ending  
September 30,                                                                   
    2021 and September 30, 2020. However, several line item values presented
in the interim                                                                  
financial statements for the period ended September 30, 2020 are    
identical to the line                                                           
items for the period ending June 30, 2020 as presented in your      
registration statement filed                                                    
on November 12, 2021. Please revise or advise.                      

   Also revise your Consolidated Statement of Operations and Comprehensive
Loss to                                                                         
    specify the period included in the financial statements (quarter or nine
months ended).                                                                  
       You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Joseph                                                                       
Klinko, Staff Accountant, at (202) 551-3824 if you have questions regarding     
comments on the                                                                 
financial statements and related matters. Please contact Cheryl Brown, Law      
Clerk, at (202) 551-                                                            
3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other       
questions.                                                                      

                                                  Sincerely,
FirstName LastNameGina Serkasevich                                              
                                                   Division of
Corporation Finance                                                             
Comapany NameHero Technologies Inc.                                             
                                                          Office of Energy &
Transportation                                                                  
January 26, 2022 Page 2                                                         
cc:       William Hart                                                          
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		1/26/22		UPLOAD
		1/13/22		S-1/A,  UPLOAD
		12/31/21		10-K,  NT 10-K,  UPLOAD
		12/9/21		UPLOAD
		11/12/21		S-1,  UPLOAD
		9/30/21		UPLOAD
		12/31/20		UPLOAD
		9/30/20		UPLOAD
		6/30/20		UPLOAD
		12/31/19		UPLOAD
				List all Filings