Correspondence 0001731122-23-000058 from SmartCard Marketing Systems Inc (CIK 0000900475)
SmartCard Marketing Systems Inc (CIK 0000900475)
Date: Jan. 17, 2023 · CIK: 0000900475 · Accession: 0001731122-23-000058
AI Filing Summary & Sentiment
File numbers found in text: 333-268839
Referenced dates: January 4, 2023
Letter
SmartCard Marketing Systems Inc.
20C Trolley Square
Wilmington, DE 19806
January 17, 2023
Via Edgar
Nicholas Nalbantian, Attorney Adviser
Office of Trade & Services
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: SmartCard Marketing Systems Inc.
Amendment No. 1 to Registration Statement on Form S-1
Submitted December 27, 2022
File No. 333-268839
Mr. Nalbantian:
The following responses address the comments of the Staff (the “Staff”) as set forth in your letter dated January 4, 2023 (the “Comment Letter”) relating to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 filed December 27, 2022 (the “S-1”) by SmartCard Marketing Systems Inc., a Delaware corporation (the “Company”). The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 27, 2022
Interim Unaudited Condensed Consolidated Financial Statements, page F-12
1. We note that you have added disclosure to each page of your interim unaudited financial statement that these are management numbers only and no review of these have been done by the independent auditor. Interim financial statements may be unaudited, however, before filing, interim financial statements must be reviewed by your independent public accountant using applicable professional standards and procedures for conducting such reviews. Please arrange to have your independent public accountant review your interim financial statements. Refer to Rule 8.03 of Regulation S-X.
Response
Please be advised that our independent public accountant has reviewed our interim financial statements in the S-1, using applicable professional standards and procedures for conducting such reviews, in accordance with Rule 8.03 of Regulation SX, and we have updated the S-1 accordingly.
***
The Company hereby acknowledges that:
● The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
● Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
● The Company may not assert Staff comments as a defense in any proceeding initiated by the commission or any person under the federal securities laws of the United States.
Please do not hesitate to contact our attorney, Evan Costaldo, at 212-709-8333 if you have any questions or comments. Thank you.
Very truly yours,
/s/ Massimo Barone
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SmartCard Marketing Systems Inc.
20C Trolley Square
Wilmington, DE 19806
January 17, 2023
Via Edgar
Nicholas Nalbantian, Attorney Adviser
Office of Trade & Services
United States Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re:
SmartCard Marketing Systems Inc.
Amendment No. 1 to Registration Statement on Form S-1
Submitted December 27, 2022
File No. 333-268839
Mr. Nalbantian:
The following responses
address the comments of the Staff (the “Staff”) as set forth in your letter dated January 4, 2023 (the “Comment Letter”)
relating to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 filed December 27, 2022 (the “S-1”)
by SmartCard Marketing Systems Inc., a Delaware corporation (the “Company”). The numbers of the responses in this letter correspond
to the numbers of the Staff’s comments as set forth in the Comment Letter.
Amendment No. 1 to Registration Statement on Form
S-1 filed December 27, 2022
Interim Unaudited Condensed Consolidated Financial
Statements, page F-12
1. We note that you have added disclosure to each page of your interim unaudited
financial statement that these are management numbers
only and no review of these have been done by the independent auditor. Interim financial statements may be unaudited, however, before
filing, interim financial statements must be reviewed by your independent public accountant using applicable professional standards and
procedures for conducting such reviews. Please arrange to have your independent public accountant review your interim financial statements.
Refer to Rule 8.03 of Regulation S-X.
Response
Please be advised that our independent
public accountant has reviewed our interim financial statements in the S-1, using applicable professional standards and procedures for
conducting such reviews, in accordance with Rule 8.03 of Regulation SX, and we have updated the S-1 accordingly.
***
The Company hereby acknowledges that:
● The
Company is responsible for the adequacy and accuracy of the disclosure in the filing;
● Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and
● The
Company may not assert Staff comments as a defense in any proceeding initiated by the commission
or any person under the federal securities laws of the United States.
Please do not hesitate
to contact our attorney, Evan Costaldo, at 212-709-8333 if you have any questions or comments. Thank you.
Very truly yours,
/s/ Massimo Barone
Massimo Barone, CEO and Chairman