SEC – ‘UPLOAD’ from 10/21/21 re: Beesfree, Inc. aka JJY Holding Group – ‘TEXT-EXTRACT’

On:  Thursday, 10/21/21, at 7:30am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-12759

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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     46K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         6±    24K 
                Text                                                             

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

United States securities and exchange commission logo                           

October 20, 2021      

Yan Ping Sheng                                                    
Chief Executive Officer                                           
JJY Holding Group                                                 
528 Pudong South Road, 16th Floor                                 
Shanghai, 200120, China                                           

                                                     Re: JJY Holding Group
                                                    Registration
Statement on Form 10-12G                                                        
                                                           Filed September 21,
2021                                                                            
                                                          File No. 000-56343

Dear Mr. Sheng:                                                   

            We have reviewed your filing 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 these comments within ten business days by
providing the requested                                                         
    information or advise us as soon as possible when you will respond. If
you do not believe our                                                          
   comments apply to your facts and circumstances, please tell us why in
your response.                                                                  

                                                    After reviewing your
response to these comments, we may have additional comments.                    

Registration Statement on Form 10 filed September 21, 2021        

Introductory Comment, page 1                                      

1.                                                   Please note that your
registration statement becomes effective automatically 60 days after            
                                                       its initial filing. You
will then be subject to the reporting requirements of the Exchange              
                                                   Act of 1934 even if
comments remain outstanding. In that case consider withdrawing the              
                                                 Form 10 before it
becomes effective automatically and submitting a new registration               
                                                  statement when you
respond to our comments.                                                        
2.                                                   Please reconcile the 
statement in the Introductory Comment that you are a blank check                
                                                      company whose business
plan is to engage in a merger or acquisition with an unidentified               
                                                 company with your
disclosure under Item 1(b) that your business plan involves trading             
                                                      agricultural products,
food processing, or supply chain management for supermarkets.                   
                                             Please revise
throughout your filing as appropriate to clarify your business plan.            
Yan Ping Sheng                                                                
FirstName LastNameYan  Ping Sheng                                               
JJY Holding  Group                                                              
Comapany                                                                        
October 20,NameJJY                                                              
2021   Holding Group                                    
October                                                                         
Page 2 20, 2021 Page 2                                                          
FirstName LastName                                                              
3.       We note that your principal executive offices are located in China,    
that your executive                                                             
       officer and director is located in and has significant ties to China,
and that you may seek                                                           
    to acquire a company that may be based in China or Hong Kong in an
initial business                                                                
    combination. Please disclose this prominently in your Introductory
Comment. Your                                                                   
 disclosure also should describe the legal and operational risks
associated with being based                                                     
        in or acquiring a company that does business in China. Your disclosure
should make clear                                                               
      whether these risks could result in a material change in your or the
target company   s post-                                                        
       combination operations and/or the value of your common stock or could
significantly                                                                   
       limit or completely hinder your ability to offer or continue to offer
securities to investors                                                         
       and cause the value of such securities to significantly decline or be
worthless. Your                                                                 
        disclosure should address how recent statements and regulatory actions
by China   s                                                                    
   government, such as those related to the use of variable interest
entities and data security                                                      
      or anti-monopoly concerns, has or may impact the company   s ability
to conduct its                                                                  
   business, accept foreign investments, or list on an U.S. or other
foreign exchange. Your                                                          
        Risk Factor section should address, but not necessarily be limited to,
the risks highlighted                                                           
in your Introductory Comment.                                 
4.       Given that you may be seeking to acquire a company that uses or may    
use a variable                                                                  
     interest entity structure to conduct China-based operations, please
describe what that                                                              
   organizational structure would entail. Explain that the entity in
which investors may hold                                                        
    their interest may not be the entity or entities through which the
company   s operations                                                          
       may be conducted in China after the business combination. Discuss how
this type of                                                                    
 corporate structure may affect investors and the value of their
investment, including how                                                       
        and why the contractual arrangements may be less effective than direct
ownership and that                                                              
     the company may incur substantial costs to enforce the terms of the
      arrangements. Disclose the uncertainties regarding the status of the
rights of a holding                                                             
      company with respect to its contractual arrangements with a VIE, its
founders and owners                                                             
     and the challenges the company may face enforcing these contractual
agreements due to                                                               
uncertainties under Chinese law and jurisdictional limits.    
5.       Disclose the risks from acquiring a company whose corporate structure  
or whose                                                                        
     operations in China poses to investors. In particular, describe the
significant regulatory,                                                         
    liquidity, and enforcement risks with cross-references to the more
detailed discussion of                                                          
        these risks in the prospectus. For example, specifically discuss risks
arising from the legal                                                          
  system in China, including risks and uncertainties regarding the
enforcement of laws and                                                         
    that rules and regulations in China can change quickly with little
advance notice; and the                                                         
  risk that the Chinese government may intervene or influence your
operations at any time,                                                         
    or may exert more control over offerings conducted overseas and/or
foreign investment in                                                           
      China-based issuers, which could result in a material change in your
operations and/or the                                                           
       value of your common stock. Acknowledge any risks that any actions by
the Chinese                                                                     
        government to exert more oversight and control over offerings that are
conducted overseas                                                              
      and/or foreign investment in China-based issuers could significantly
limit or completely                                                             
 hinder your ability to offer or continue to offer securities to
investors and cause the value                                                   
Yan Ping Sheng                                                                
FirstName LastNameYan  Ping Sheng                                               
JJY Holding  Group                                                              
Comapany                                                                        
October 20,NameJJY                                                              
2021   Holding Group                                    
October                                                                         
Page 3 20, 2021 Page 3                                                          
FirstName LastName                                                              
of such securities to significantly decline or be worthless.  
6.       Disclose each permission that you are required to obtain from Chinese  
authorities to                                                                  
        operate and issue securities to foreign investors. State affirmatively
whether you have                                                                
     received all requisite permissions and whether any permissions have
been denied.                                                                    
7.       Provide a clear description of how cash will be transferred through    
the post-combination                                                            
    organization if you acquire a company based in China. Describe any
restrictions on                                                                 
      foreign exchange and your ability to transfer cash between entities,
across borders, and to                                                          
   U.S. investors that may apply after a business combination with a
company based in                                                                
     China. Describe any restrictions and limitations on your ability to
distribute earnings from                                                        
      your businesses, including subsidiaries and/or consolidated VIEs, to
the parent company                                                              
        and U.S. investors as well as the ability to settle amounts owed under
the VIE                                                                         
agreements.                                                   
8.       Disclose that trading in your securities may be prohibited under the   
Holding Foreign                                                                 
  Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully                                                                
    investigate the auditor of a company you may target for an initial
business combination,                                                           
and that as a result an exchange may determine to delist your 
securities.                                                                     
Item 1. Business, page 2                                                        

9.       We note your disclosure that in 2020, the company changed its name to  
JJY Holding                                                                     
      Group, but the disclosure in the Introductory Comment on page i, the
by-laws filed as                                                                
       Exhibit 3.1 and the amended and restated certificate of incorporation
filed as Exhibit 3.2                                                            
      continue to reflect the company's name as BeesFree, Inc. Please file
updated by-laws and                                                             
        certificate of incorporation, or revise the disclosure as appropriate.
Item 1A. Risk Factors, page 5                                                   

10.      To the extent that you may acquire a company that uses or may use a    
variable interest                                                               
        entity structure to conduct China-based operations, please revise your
risk factors to                                                                 
        acknowledge that if the PRC government determines that the contractual
arrangements                                                                    
constituting part of your VIE structure do not comply with PRC
regulations, or if these                                                        
       regulations change or are interpreted differently in the future, your
shares may decline in                                                           
    value or be worthless if you are unable to assert your contractual
control rights over the                                                         
       assets of your PRC subsidiaries that may conduct all or substantially
all of your                                                                     
operations.                                                   
11.      Please expand your risk factor disclosure to address specifically any  
PRC regulations                                                                 
    concerning mergers and acquisitions by foreign investors that your
initial business                                                                
     combination transaction may be subject to, including PRC regulatory
reviews, which may                                                              
     impact your ability to complete a business combination in the event
that your target is a                                                           
China-based company.                                          
12.      Given the Chinese government   s significant oversight and discretion  
over the conduct of                                                             
       your business and/or the business of any China-based company that you
may target for an                                                               
Yan Ping Sheng                                                                
JJY Holding Group                                                               
October 20, 2021                                                                
Page 4                                                                          
     initial business combination, please revise to separately highlight the
risk that the Chinese                                                           
      government may intervene or influence your operations at any time, which
could result in                                                                 
  a material change in your operations and/or the value of your common
stock. Also, given                                                              
 recent statements by the Chinese government indicating an intent to
exert more oversight                                                            
   and control over offerings that are conducted overseas and/or foreign
investment in China-                                                            
based issuers, acknowledge the risk that any such action could    
significantly limit or                                                          
     completely hinder your ability to offer or continue to offer securities
to investors and                                                                
cause the value of such securities to significantly decline or be 
worthless.                                                                      
13.    In light of recent events indicating greater oversight by the Cyberspace 
Administration of                                                               
     China over data security, particularly for companies seeking to list on
a foreign exchange,                                                             
      please revise your disclosure to explain how this oversight could impact
the process of                                                                  
    searching for a target and completing an initial business combination,
and/or your                                                                     
business on a post-combination basis.                             
There is presently no public market..., page 10                                 

14.    Please reconcile your statement that your common stock is not currently  
trading on any                                                                  
     market with the statement on page 9 that your common stock is quoted on
the OTC                                                                         
Markets.                                                          
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 13 

15.    Please reconcile your disclosure here and on page 15 that Mr. Sheng      
purchased the 30                                                                
million shares reflected in the table from Bryan Glass with your  
statement on page 1 that                                                        
    World Financial Holdings Group Co. Limited purchased these shares, and
revise your                                                                     
      beneficial ownership table disclosure pursuant to Item 403 of Regulation
S-K as                                                                          
appropriate.                                                      
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

You may contact Paul Cline at 202-551-3851 or Robert Telewicz at  
202-551-3438 if you                                                             
have questions regarding comments on the financial statements and related       
matters. Please                                                                 
contact Patrick Costello at 202-551-8742 or Mary Beth Breslin at 202-551-3625   
with any other                                                                  
questions.                                                                      

                                                    Sincerely,
FirstName LastNameYan Ping Sheng                                                
                                                     Division of
Corporation Finance                                                             
Comapany NameJJY Holding Group                                                  
                                                        Office of Real
Estate & Construction                                                           
October 20, 2021 Page 4                                                         
cc:       Rhonda Keaveny                                                        
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		10/21/21		UPLOAD
		10/20/21		UPLOAD
		9/21/21		10-12G,  UPLOAD
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