Correspondence 0001493152-23-026991 from Endexx Corp (EDXC) (CIK 0001109486) (EDXC)
Endexx Corp (EDXC) (CIK 0001109486)
Date: Aug. 7, 2023 · CIK: 0001109486 · Accession: 0001493152-23-026991
AI Filing Summary & Sentiment
File numbers found in text: 000-30233
Letter
ENDEXX CORPORATION
North Hazelwood Circle
Cave Creek, Arizona 85331-1749
480-595-6900
August 4, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Attn: Suying Li
Re: Endexx Corporation
Form 10-K for the Fiscal Year Ended September 30, 2022
Filed January 13, 2023
Amendment No. 1 to Form 10-K for the Fiscal Year Ended September 30, 2022
Filed June 9, 2023
File No. 000-30233
Ladies and Gentlemen:
Endexx Corporation (the “Company”) is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 15, 2023 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2022, filed January 13, 2023 (the “Original 10-K”), its first amended Annual Report on Form 10-K, filed June 9, 2023 (the “First Amended 10-K”), and its second amended Annual Report on Form 10-K, filed August 4, 2023 (the “Second Amended 10-K”).
For the ease of Staff, the comments from the Comment Letter have been transcribed and the Company’s responses are set forth immediately following the comments.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended September 30, 2022
Item 8. Financial Statements and Supplementary Data, page 32
1. Your financial statements for the fiscal year ended September 30, 2022 appear to be materially inconsistent with your previously issued financial statements for the same period. Please clearly identify these financial statements as “restated” and provide appropriate disclosures required by ASC 250-10-50-7. In addition, please file an Item 4.02 Form 8-K for non-reliance on your previously issued financial statements.
Response:
The Company’s financial statements for the fiscal year ended September 30, 2022 as provided in the Original 10-K were materially different from its financial statements provided in the First Amended 10-K and the Second Amended 10-K for the reasons set forth in the Company’s Current Report on Form 8-K, filed July 20, 2023. The financial statements provided in the First Amended 10-K and the Second Amended 10-K are the same, except for the inclusion of new Note 13 that details the economic differences between the financial statements provided in the Second Amended 10-K and those provided in the Original 10-K, along with an explanation of the differences and an updated audit report.
Further, the Company filed an Item 4.02 8-K for non-reliance on its previously issued financial statements on July 20, 2023.
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Attn: Suying Li
August 4, 2023
Page
Report of Independent Registered Public Accounting Firm, page F-1
2. Please have your auditor revise their audit report to include an explanatory paragraph stating that the previously issued financial statements have been restated for the correction of a misstatement and make reference to the disclosure of the correction of the misstatement in the footnotes to the financial statements. Refer to paragraphs .9 and .16-.17 of AS 2820 and paragraph .18 of AS 3101.
Response:
The audit report provided in the Second Amended 10-K follows the guidance provided by Staff in the conference call with the Company and its auding firm on July 12, 2023.
If Staff should have any further questions or comments regarding this issue, please feel free to contact the undersigned or Randolf W. Katz at 949-697-3103.
Thank you for your ongoing courtesy and assistance in this matter.
Very
truly yours,
ENDEXX
CORPORATION
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filename1.htm
ENDEXX
CORPORATION
38246
North Hazelwood Circle
Cave
Creek, Arizona 85331-1749
480-595-6900
August
4, 2023
Via
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
Washington,
D.C. 20549
Attn:
Suying Li
Re:
Endexx
Corporation
Form
10-K for the Fiscal Year Ended September 30, 2022
Filed
January 13, 2023
Amendment
No. 1 to Form 10-K for the Fiscal Year Ended September 30, 2022
Filed
June 9, 2023
File
No. 000-30233
Ladies
and Gentlemen:
Endexx
Corporation (the “Company”) is submitting this letter in response to the comment letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated June 15, 2023 (the “Comment Letter”), with
respect to the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2022, filed January 13, 2023 (the “Original
10-K”), its first amended Annual Report on Form 10-K, filed June 9, 2023 (the “First Amended 10-K”), and its second
amended Annual Report on Form 10-K, filed August 4, 2023 (the “Second Amended 10-K”).
For
the ease of Staff, the comments from the Comment Letter have been transcribed and the Company’s responses are set forth immediately
following the comments.
Amendment
No. 1 to Form 10-K for the Fiscal Year Ended September 30, 2022
Item
8. Financial Statements and Supplementary Data, page 32
1. Your
financial statements for the fiscal year ended September 30, 2022 appear to be materially
inconsistent with your previously issued financial statements for the same period. Please
clearly identify these financial statements as “restated” and provide appropriate
disclosures required by ASC 250-10-50-7. In addition, please file an Item 4.02 Form 8-K for
non-reliance on your previously issued financial statements.
Response:
The
Company’s financial statements for the fiscal year ended September 30, 2022 as provided in the Original 10-K were materially different
from its financial statements provided in the First Amended 10-K and the Second Amended 10-K for the reasons set forth in the Company’s
Current Report on Form 8-K, filed July 20, 2023. The financial statements provided in the First Amended 10-K and the Second Amended 10-K
are the same, except for the inclusion of new Note 13 that details the economic differences between the financial statements provided
in the Second Amended 10-K and those provided in the Original 10-K, along with an explanation of the differences and an updated audit
report.
Further,
the Company filed an Item 4.02 8-K for non-reliance on its previously issued financial statements on July 20, 2023.
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
Attn:
Suying Li
August
4, 2023
Page
2
Report
of Independent Registered Public Accounting Firm, page F-1
2. Please
have your auditor revise their audit report to include an explanatory paragraph stating that
the previously issued financial statements have been restated for the correction of a misstatement
and make reference to the disclosure of the correction of the misstatement in the footnotes
to the financial statements. Refer to paragraphs .9 and .16-.17 of AS 2820 and paragraph
.18 of AS 3101.
Response:
The
audit report provided in the Second Amended 10-K follows the guidance provided by Staff in the conference call with the Company and its
auding firm on July 12, 2023.
If
Staff should have any further questions or comments regarding this issue, please feel free to contact the undersigned or Randolf W. Katz
at 949-697-3103.
Thank
you for your ongoing courtesy and assistance in this matter.
Very
truly yours,
ENDEXX
CORPORATION
By:
/s/
Todd Davis
Todd
Davis
Chief
Executive Officer