SecProbe.io

CORRESP
1
filename1.htm

March
25, 2019

SUBMITTED
VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mara Ransom

    Re:
    Virtual Crypto Technologies,
    Inc.

    Preliminary Information
    Statement on Schedule 14C

    Filed February 26,
    2019

    File No. 000-15746

Dear
Ms. Ransom:

This
letter sets forth the response of Virtual Crypto Technologies, Inc. (the “Company”) to the comment of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission contained in its letter, dated March 21, 2019 (the “Comment
Letter”), relating to the above referenced Preliminary Information Statement on Schedule 14C (the “Preliminary 14C”).

For
ease of reference, set forth below is the Company’s response to the comment preceded by the comment, which is included in
bold italics. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings set forth in the
Preliminary 14C.

1.
We note your disclosure that the Reverse Stock Split is a condition to closing of the Share Exchange Agreement, which you have
entered into to acquire 99.83% of Algomizer Ltd.’s holdings in Viewbix, Ltd. Because shareholders will not have a separate
opportunity to vote upon your acquisition of the interest in Viewbix, Ltd., please revise your preliminary information statement
to provide the disclosures required by Item 1 of Schedule 14C, which refers to Items 11, 13, and 14 of Schedule 14A, pursuant
to Note A of Schedule 14A. Alternatively, provide us with a detailed legal analysis of why this information is not required.

In
response to the Staff’s comment, the Company advises the Staff that the Company previously considered the instructions in
Note A to Schedule 14A in determining whether to include the disclosures required by Items 11, 13 and 14 of Schedule 14A in the
Preliminary 14C. After review and consideration, the Company determined, and continues to believe, that the instruction is inapplicable
with respect to the reverse stock split and that the information required by these items is not material to, and could potentially
mislead, its stockholders in connection with effecting of the reverse stock split.

Note
A to Schedule 14A acknowledges that certain proposals to be acted upon by stockholders may involve other matters, and would therefore
require the disclosure of information pursuant to, more than one item of Schedule 14A. In the case of the contemplated reverse
stock split, while it is the case that the reverse stock split is a closing condition under the Share Exchange Agreement, it is,
and has been, the Company’s intention to effect such reverse stock split in any event, whether or not the Share Exchange
Agreement will be consummated. At this time, there is no assurance if and when the Share Exchange Agreement will be consummated.
The closing of such agreement is conditioned upon, among others, the acceptance by the Israeli Tax Authority of Algomizer’s
request to issue a tax ruling.

In
addition, if and when the Share Exchange Agreement will be consummated, the Company will be required to file similar information
to the information required under Items 11, 13 and 14 of Schedule 14A under Items 2.01 and 9.01 of Form 8-K. Since no proxies
are solicited under the Preliminary 14C, stockholders are not affected by the timing of the disclosure and will be provided all
information when and if the transactions under the Share Exchange Agreement actually close.

In
light of the foregoing, the Company respectfully submits that the information required by Items 11, 13 and 14 of Schedule 14A
is inapplicable in these circumstances. Such information, if included in the Preliminary 14C, may in fact cause confusion regarding
the nature of the reverse stock split and mislead stockholders into believing that the Company will not conduct a reverse stock
split in the event that the Share Exchange Agreement will not be consummated. Such disclosure may also mislead other stockholders
into believing that the transactions under the Share Exchange Agreement have been consummated. We do, however, believe the Staff’s
comment highlights an important point of potential confusion to stockholders in the Preliminary 14C, and the Company will accordingly
revise the Definitive Information Statement on Schedule 14C to state that the Company will effect a reverse stock split of the
Company’s Common Stock at a ratio of 1-for-15, with or without connection to the Share Exchange Agreement.

The
Company acknowledges 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.

The
Company respectfully requests the Staff’s assistance in completing the review of this response letter. Thank you in advance
for your attention to the above.

    Sincerely,

    Virtual Crypto Technologies, Inc

    /s/
    Gadi Levin

    Gadi
        Levin

        Chief
        Financial Officer

cc:
Shachar Hadar, Meitar Liquornik Geva Leshem Tal