TEXT-EXTRACT 2 filename2.txt July 17, 2019 Levi Jacobson President and Chief Executive Officer Hemp Naturals, Inc. 16950 North Bay Road, Suite 1803 Sunny Isles Beach, Florida 33160 Re: Hemp Naturals, Inc. Amended Offering Statement on Form 1-A Filed July 11, 2018 File No. 024-10990 Dear Mr. Jacobson: We have reviewed your amended offering statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Form 1-A/A filed July 11, 2019 Risks Relating to Certain Litigation, page 6 1. We note your revised risk factor disclosure regarding the lawsuit filed by Power Up Lending Group, Ltd. Please revise or advise us why you believe the risk factor adequately describes the potential risks associated with Power Up's claim that you ceased being an Exchange Act reporting company. It appears you are not reporting under the Exchange Act and would not have the cash to repay the two convertible notes if Power Up seeks immediate payment upon breach. Additionally, it also appears you could quantify the approximate dilution to investors resulting from payoff of the notes using the discount to market conversion feature. Please also confirm, if true, that the securities purchase agreements filed as exhibits are the contracts under which Power Up has sought damages. Levi Jacobson Hemp Naturals, Inc. July 17, 2019 Page 2 You may contact Linda Cvrkel at 202-551-3813 or Craig Arakawa at 202-551-3650 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Killoy at 202-551-7576 or James Lopez at 202-551-3536 with any other questions. Sincerely, FirstName LastNameLevi Jacobson Division of Corporation Finance Office of Beverages, Apparel and Comapany NameHemp Naturals, Inc. Mining July 17, 2019 Page 2 cc: Tom DeNunzio FirstName LastName