United States securities and exchange commission logo
April 14, 2022
Yang Chong Yi
Chief Executive Officer
Nhale, Inc.
42 Mott Street
4th Floor
New York, NY 10013
Re: Nhale, Inc.
Amendment No. 6 to
Registration Statement on Form 10-12G
Filed March 14,
2022
File No. 000-56324
Dear Dr. Chong Yi:
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 and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 6 to Registration Statement on Form 10-12G filed March 14,
2022
Introductory Comment, page v
1. Please revise your
disclosure on page v that "NHLE will be subject to the HFCAA
adopted amendments if
it is located within the PRC jurisdiction," which does not appear
correct because such
regulations only impact you if your auditor is located in a
jurisdiction in which
the PCAOB cannot inspect such auditor (emphasis added). Please
make similar revisions
in your related disclosure on page 6.
Item 1A. Risk Factors, page 5
2. Please revise your
disclosure to address all relevant aspects of comment 12 of the Division
of Corporation
Finance's Sample Letter to China-Based Companies (the "Sample
Letter") in a single
risk factor and ensure consistency between your disclosure and the
Yang Chong Yi
Nhale, Inc.
April 14, 2022
Page 2
issues highlighted in such sample comment. As example only, we note your
risk factor
entitled "Risks Related to the Company s Organizational Structure"
discusses VIE-related
risks but does not address the risks that may result if PRC regulations
change or are
interpreted differently in the future.
3. Please revise your disclosure to address all relevant aspects of comment
14 of the Sample
Letter in a single risk factor and ensure consistency between your
disclosure and the
issues highlighted in such sample comment. In connection therewith, and
as example
only:
Revise the headings and content of the following risk factors to
clearly indicate the
risks that each risk factor heading pertains to: "Our Business is
Subject to Numerous
Legal and Regulatory Risks that Could Have an Adverse Impact on Our
Contemplated Business" and "Risks Related to the Regulatory
Environment" and
"Risks Related to Access to Information and Regulatory Oversight."
In this regard,
we note that the headings all signal "regulatory" risks to investors
but the substance
of such risk factors vary.
Revise your disclosure that you "are subject to differing and
sometimes conflicting
laws and regulations in the various China jurisdictions where we
provide our
services." In this regard, we note your disclosure that you "have no
operations" and
therefore it does not appear that you provide services yet.
To the extent that you maintain the reference, explain what you
mean by "PRC
Securities Law" (page 7).
General
4. Please update your financial statements as required by Item 8-08 of
Regulation S-X.
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 Brian Fetterolf at 202-551-6613 or Erin Jaskot at
202-551-3442 if you
have any questions.
Sincerely,
FirstName LastNameYang Chong Yi
Division of
Corporation Finance
Comapany NameNhale, Inc.
Office of Trade &
Services
April 14, 2022 Page 2
cc: Rhonda Keaveney
FirstName LastName