SEC – ‘UPLOAD’ from 12/8/21 re: HerdWhistle Technologies Inc. – ‘TEXT-EXTRACT’

On:  Wednesday, 12/8/21, at 2:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-14736

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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     30K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    10K 
                Text                                                             

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

United States securities and exchange commission logo                           

December 8, 2021          

Robert Charest                                                    
Principal Executive Officer                                       
HerdWhistle Technologies Inc.                                     
3510 29 Street Northeast #130                                     
Calgary, AB, T1Y 7E5                                              

                                               Re: HerdWhistle
Technologies Inc.                                                               
                                                      CIK 0001892858
                                                        Form 1-A/A filed
December 3, 2021                                                                
                                                          File No. 024-11716

Dear Mr. Charest:                                                 

       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
November 22, 2021 letter.                                                       

Form 1-A/A filed December 3, 2021                                 

General                                                           

1.                                                   We note your response
to our prior comment 1 and acknowledge that the guidance in Item                
                                                     (a)(2) of Part of F/S
of Form 1-A allows you to prepare your financial statements in                  
                                               accordance with
International Financial Reporting Standards (IFRS) as issued by the             
                                             International
Accounting Standards Board. However, these financial statements must be         
                                                     audited in accordance
with U.S. Generally Accepted Auditing Standards (US GAAS) or                    
                                                    the standards of the
Public Company Accounting Oversight Board (United States) as                    
                                                   required by Item (c
)(1)(iii) of Part F/S of Form 1-A. We note that your IFRS financial             
                                                      statements included in
the filing are audited in accordance with Canadian Generally                    
                                                 Accepted Auditing
Standards (Canadian GAAS), and we therefore reissue our comment.                
Robert Charest                                                                
HerdWhistle Technologies Inc.                                                   
December 8, 2021                                                                
Page 2                                                                          
      Please revise the filing to include financial statements that comply
with the audit                                                                  
requirements of Item (c )(1)(iii) of Part F/S of Form 1-A.    
2.       In addition, we note that the opinion paragraph of the audit report    
currently included in the                                                       
      filing refers to the financial position of the company as of January
21, 2021 instead of the                                                         
     January 31, 2021 date of the balance sheet presented. Further, your
auditor opines on the                                                           
       results of operations for the periods then ended, although you do not
present statements of                                                           
       operations or statements of cash flows for these periods. Please have
your auditor address                                                            
      these inconsistencies in its revised report and also ensure that the
wording and format of                                                           
     its report comply with the US GAAS requirements or the standards of
the Public                                                                      
Company Accounting Oversight Board (United States).           
3.       Lastly, we note from pages 19 and 20 and elsewhere in the filing that  
the company                                                                     
       appears to have incurred operating costs during the reported periods.
For example, we                                                                 
      note that the company currently had employees, hired consultants and
entered into an                                                                 
      agreement relating to its office space. Consistent with the guidance
in IAS 1, please revise                                                         
  your financial statements to present statements of comprehensive
income, cash flows, and                                                         
      changes in stockholders    equity for each of the periods presented,
or explain to us in detail                                                      
       why a complete set of financial statements would not be meaningful to
an investor in this                                                             
offering.                                                     
You may contact Martin James at 202-551-3671 if you have questions  
regarding                                                                       
comments on the financial statements and related matters. Please contact Jay    
Ingram at 202-551-                                                              
3397 with any other questions.                                                  

FirstName LastNameRobert Charest                               Sincerely,       
Comapany NameHerdWhistle Technologies Inc.                                      
                                                         Division of
Corporation Finance                                                             
December 8, 2021 Page 2                                        Office of        
Manufacturing                                                                   
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		12/8/21		UPLOAD
		12/3/21		1-A/A,  UPLOAD
		11/22/21		UPLOAD
		1/31/21
		1/21/21		UPLOAD
				List all Filings