United States securities and exchange commission logo





                            October 5, 2022

       John Morgan
       Chief Executive Officer
       Lee Pharmaceuticals, Inc.
       30 N Gould Street
       Suite 5835
       Sheridan, WY 82801

                                                        Re: Lee
Pharmaceuticals, Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed September 13,
2022
                                                            File No. 024-11991

       Dear John Morgan:

              We have reviewed your 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.

       Form 1-A filed September 13, 2022

       Preliminary Offering Circular, page iii

   1.                                                   The disclosure of your
maximum offering amount at the top of page iii is inconsistent with
                                                        your representations
elsewhere in the offering circular that you are offering up to
                                                        $50,000,000 in shares
of common stock. Please revise to clarify the maximum offering
                                                        amount.
       Corporate History, page 21

   2.                                                   Please supplement your
disclosure of the January 10, 2022 change of control transaction
                                                        to explain the
background and impetus for this transaction.
 John Morgan
FirstName  LastNameJohn
Lee Pharmaceuticals, Inc. Morgan
Comapany
October    NameLee Pharmaceuticals, Inc.
        5, 2022
October
Page 2 5, 2022 Page 2
FirstName LastName
Plan of Operations, page 22

3.       We note your disclosure that the company is "currently focused on
developing services."
         Your offering circular contains broad references to new or developing
technologies but
         does not contain a discussion of the company's business plan. Rule
251(b)(3) provides
         that Regulation A is not available for issuers of securities that are
development stage
         companies that have no specific business plan or purpose, or have
indicated that their
         business plan is to merge with or acquire an unidentified company or
companies. Please
         provide us with a detailed analysis as to the company's eligibility to
conduct this offering
         under Regulation A.
4.       Revise to provide a thorough discussion of the company's current or
planned service
         offerings for each of the areas identified, including "the Cyber and
METAVERSE space."
5.       Please provide more information about the current stage of development
of your business
         and service offerings, the expected capital expenditures required to
develop the offerings,
         and the expected timeline for development.
6.       We note that you plan to provide services related to blockchain, NFTs,
and
         cryptocurrency. Specify what services the company intends to provide
and explain how
         the company intends to comply with applicable regulatory requirements
in connection
         with these services. Additionally, revise your risk factors and
summary risk factors to
         include blockchain and crypto asset specific risks associated with any
planned business
         operations, as well as the specific regulatory risks associated with
your planned business
         operations.
7.       Disclose whether you currently mint, mine or otherwise facilitate the
minting or mining of
         any crypto assets.
Directors, Executive Officers and Significant Employees
Directors and Executive Officers, page 24

8.       Please expand the discussion of Mr. Morgan's business experience
during the past five
         years. This summary should include the names of companies or
organizations and
         specific positions held, as well as a brief explanation as to the
nature of the responsibilities
         undertaken in prior positions. Refer to Item 10(c) of Form 1-A.
Series A Preferred Stock, page 27

9.       We note that each share of Series A Preferred Stock converts into
10,000,000 shares of
         common stock, and the holder of the Series A Preferred Stock is
entitled to a vote
         representing 60% of all votes cast. Revise to clarify the conditions
under which the Series
         A shares will convert into shares of common stock. Additionally,
clarify the mechanism
         by which the holder of the Series A Preferred Stock holds 60% of the
voting power.
         Revise your disclosure throughout the filing to reflect the controlled
nature of the
         company.
 John Morgan
Lee Pharmaceuticals, Inc.
October 5, 2022
Page 3
General

10.    Please provide a currently dated consent from your independent public
accounting firm.
11.    We note your disclosure on page F-21 that the company is subject to
state tax in Florida,
       even though the company is incorporated in Colorado and its corporates
offices are in
       Wyoming. Please explain why you are subject to taxation in Florida and
identify any
       other jurisdictions where the company has material operations.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or
Joshua Shainess,
Legal Branch Chief, (202) 551- 7951 with any questions.



                                                             Sincerely,
FirstName LastNameJohn Morgan
                                                             Division of
Corporation Finance
Comapany NameLee Pharmaceuticals, Inc.
                                                             Office of
Technology
October 5, 2022 Page 3
cc:       Jeff Turner
FirstName LastName