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CORRESP
 1
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 LAURA
 ANTHONY, ESQ.

 CRAIG
D. LINDER, ESQ.*

 JOHN
CACOMANOLIS, ESQ.**

 Associates
and OF COUNSEL:

 CHAD
FRIEND, ESQ., LLM

 MICHAEL
R. GEROE, ESQ., CIPP/US***

 JESSICA
HAGGARD, ESQ. ****

 christopher
t. hines *****

 PETER
P. LINDLEY, ESQ., CPA, MBA

 JOHN
LOWY, ESQ.******

 STUART
REED, ESQ.

 LAZARUS
ROTHSTEIN, ESQ.

 SVETLANA
ROVENSKAYA, ESQ.*******

 HARRIS
TULCHIN, ESQ. ********

 WWW.ALCLAW.COM

 WWW.SECURITIESLAWBLOG.COM

 DIRECT
E-MAIL: LANTHONY@ALCLAW.COM

 *licensed
in CA, FL and NY

 **licensed
in FL and NY

 ***licensed
in CA, DC, MO and NY

 ****licensed
in Missouri

 *****licensed
in CA and DC

 ******licensed
in NY and NJ

 *******licensed
in NY and NJ

 ********licensed
in CA and HI (inactive in HI)

 March
13, 2025

 VIA
EDGAR

 Securities and Exchange Commission

 Division
of Corporation Finance, Office of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Ryan Rohn

 Re:
 SideChannel,
 Inc.

 Form
 10-K for Fiscal Year Ended September 30, 2024

 Filed
 December 13, 2024

 File
 No. 000-28745

 Dear
Mr. Rohn:

 This
letter is being furnished in response to the comment of the staff (the "Staff") of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") that was contained in the Staff's letter dated February 27,
2025 (the "Comment Letter") to Ryan Polk, Chief Financial Officer of SideChannel, Inc. (the "Company"), with
respect to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the Commission
on December 13, 2024 (the "Form 10-K"). We have electronically filed herewith, on behalf of the Company, Amendment No. 1
("Amendment No. 1") to the Form 10-K. Amendment No. 1 is marked to show changes to Item 9A, as contained in the Form 10-K.

 1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST
PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

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 March
13, 2025

 Page
2

 Set
forth below is the Company's response to the Staff's comment contained in the Comment Letter. For ease of reference, the
Staff's comment is reproduced below in italics and is followed by the Company's response.

 Form
10-K for Fiscal Year Ended September 30, 2024

 Item
9A. Controls and Procedures

 Management's
Annual Report on Internal Control over Financial Reporting, page 62

 1.
 We
 note your statement that, "management was unable, without incurring unreasonable effort or expense to fully assess our internal
 control over financial reporting as of September 30, 2024." We further note that you cite the design of internal control over
 financial reporting for your company post-business combination has required and will continue to require significant time and resources
 from management and other personnel. However, in Note 1 on page 44, it appears that this business combination was completed in July
 2022. In addition, please note that your officers have certified that they have provided disclosure to your auditors and audit committee
 based on your most recent evaluation of internal control over financial reporting. A Management's Annual Report on Internal
 Control over Financial Reporting is required to be filed pursuant to Item 308 of Regulation S-K. Please revise accordingly.

 Response:
 The Company acknowledges the Staff's comment and has revised its disclosure under Item 9A in Amendment No. 1 as follows (insertions are underlined and deletions are in strikethrough):

 ITEM
9A. CONTROLS AND PROCEDURES

 Our
management is responsible for establishing and maintaining adequate "disclosure controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely
decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to allow
timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, the Company recognized
that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving
the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

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 March
13, 2025

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3

 Evaluation
of Disclosure Controls and Procedures

 As
of September 30, 2024, our management, with the participation of our CEO Chief Executive Officer and CFO Chief
Financial Officer , evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Our CEO and CFO have concluded, based upon the evaluation described above, that, as of September 30,
2024, our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weaknesses
discussed below.

 Notwithstanding
the material weakness weaknesses in internal control over financial reporting described below, our management
has concluded that our consolidated financial statements included in this Form 10-K are fairly stated in all material respects in accordance
with U.S. GAAP.

 Material
Weaknesses

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented
or detected on a timely basis.

 In
connection with the preparation of our audited financial statements for the year ended September 30, 2023, we identified material weaknesses
in our internal controls control over financial reporting, as of September 30, 2023. These material weaknesses
had not been fully remediated as of September 30, 2024. The material weaknesses identified related to the fact that we did not design
and maintain accounting policies, procedures and controls to ensure complete, accurate and timely financial reporting in accordance with
U.S. GAAP. Specifically, the material weaknesses identified included the following:

 ●
 Did
 not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting,
 reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries and classification
 of certain costs;

 ●
 We
 had not developed and effectively communicated to our employees our accounting policies and procedures, which resulted in inconsistent
 practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these
 circumstances constitute a material weakness;

 ●
 We
 do not have sufficient, qualified finance and accounting staff with the appropriate U.S. GAAP technical accounting expertise to identify,
 evaluate and account for accounting and financial reporting, and effectively design and implement systems and processes that allow
 for the timely production of accurate financial information in accordance with internal financial reporting timelines. As a result,
 we did not design and maintain formal accounting policies, processes and controls related to complex transactions necessary for an
 effective financial reporting process; and

 ●
 As
 a high-growth, smaller reporting company that became responsible for listed financial reporting, we have a limited staff and budget
 available to adequately test and monitor the effectiveness of certain internal controls.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

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 March
 13, 2025

 Page
4

 Remediation
Plan

 Our
management is actively engaged and committed to taking the steps necessary to remediate the control deficiencies that constituted the
material weaknesses. During fiscal year 2024, we made the following enhancement to our control environment: We continued
documenting and enhancing accounting policies, procedures and controls to achieve complete, accurate, and timely financial accounting,
reporting and disclosures including controls over the preparation and review of account reconciliations, journal entries and classification
of certain costs ; and .

 Our
remediation activities will continue during fiscal year 2025. In addition to the above actions, we expect to engage in additional
activities , including, but not limited to may include :

 ●
 Hiring
 additional qualified accounting staff to enable additional separation of duties;

 ●
 Engaging
 external consultants to provide support and to assist us in our evaluation of more complex applications of U.S. GAAP, and
 to assist us with documenting and assessing our accounting policies and procedures until we have sufficient technical accounting
 resources; and

 ●
 Implementing
 business process-level controls across all significant accounts and information technology general controls across all relevant systems.
 This includes providing training for control owners that will present expectations as it relates to the control design, execution
 and monitoring of such controls, including enhancements to the documentation to evidence the execution of the controls ; and .

 We
continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of
authority, responsibility, and accountability to enable remediation of our material weaknesses. We believe that our remediation plan
will be sufficient to remediate the identified material weaknesses and strengthen our controls. As we continue to evaluate, and work
to improve our controls, management may determine that additional measures to address control deficiencies or modifications to the remediation
plan are necessary.

 While
we have performed certain remediation activities to strengthen our controls to address the identified material weaknesses, control weaknesses
are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes
that these controls are operating effectively. We will continue to monitor the effectiveness of our remediation measures in connection
with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures,
and we will make any changes to the design of our plan and take such other actions that we deem appropriate given the circumstances.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

 #632732v1

 March
 13, 2025

 Page
5

 Management's
Annual Report on Internal Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP . We are engaged in the process of design and implementation of our internal control over financial reporting
in a manner commensurate with the scale of our operations subsequent to the Business Combination, including the enhancement of our internal
and external technical accounting resources (as well as to address the material weaknesses discussed above). However, the design of internal
control over financial reporting for our company post-business combination has required and will continue to require significant time
and resources from management and other personnel. As a result, management was unable, without incurring unreasonable effort or expense
to fully assess our internal control over financial reporting as of September 30, 2024.

 The
information set forth under "-Material Weaknesses" above is incorporated herein by reference.

 Management,
under the supervision of the Company's CEO and CFO, conducted an evaluation, as of September 30, 2024, of the effectiveness of
internal control over financial reporting based on the framework in 2013 Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's
internal control over financial reporting was not effective as of September 30, 2024.

 Changes
in Internal Control over Financial Reporting

 There
have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the fiscal year ended September 30, 2024 covered by this Form 10-K that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting, other than described herein. We are continuing
to take steps to remediate the material weakness in our internal control over financial reporting, as discussed above.

 Inherent
Limitation on the Effectiveness of Internal Control

 Readers
are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent
or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with
respect to the financial statement preparation and presentation.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

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 March
 13, 2025

 Page
6

 This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the SEC Securities and Exchange Commission that permit the Company to provide only management's
report in this annual report.

 We
thank you in advance for your time and attention to this matter. Please do not hesitate to contact us should you have any questions or
wish to discuss anything.

 Sincerely,

 /s/ Laura Anthony

 Laura Anthony, Esq.

 Anthony, Linder & Cacomanolis, PLLC

 cc:
 Stephen
 Krikorian/Securities and Exchange Commission

 Brian
 Haugli/SideChannel, Inc.

 Ryan
 Polk/SideChannel, Inc.

 Hugh
 Regan/SideChannel, Inc.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

 #632732v1