SecProbe.io

CORRESP
1
filename1.htm

SIVERSUN TECHNOLOGIES, INC.

5 REGENT STREET

LIVINGSTON, NEW JERSEY
07039

February 27, 2015

VIA ELECTRONIC MAIL

Mark P. Shuman

Branch Chief – Legal

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    SilverSun Technologies, Inc.

    Amendment No. 3 to Registration
    Statement on Form S-1

    Filed February 18, 2014

    File No. 333-200726

Dear Mr. Shuman:

By letter dated February 25, 2015,
the staff (the “Staff,” “you” or “your”) of the U.S. Securities &
Exchange Commission (the “Commission”) provided SilverSun Technologies, Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Amendment
No. 3 to Registration Statement on Form S-1 filed February 18, 2015. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses.

Cover Page

 1. Please revise to
                                         clearly and concisely explain the terms upon which the securities will be offered. In
                                         this regard, it is unclear whether an investor’s decision to purchase stock is
                                         linked to an investor’s decision to purchase warrants. If the proportions are fixed,
                                         state the terms. For example, if an investor must purchase two shares of common stock
                                         to purchase a warrant, please so indicate. Corresponding revisions should be made in
                                         The Offering section on page 6.

RESPONSE: We have revised our disclosure accordingly.

 2. We note your disclosure
                                         that the offering will close no later than 15 business days following the effectiveness
                                         of the registration statement. However, the placement agency agreement provides that
                                         the closing date may be on such date as may be agreed upon in writing by the company
                                         and Alexander Capital, L.P. Please ensure that the cover page disclosure as well as the
                                         plan of distribution section accurately describe the term of the offering. Please provide
                                         us with a legal analysis supporting your apparent belief that this offering is not subject
                                         to Securities Act Rule 415. Refer to Securities Act Rule 415(a)(1)(ix).

RESPONSE: We have revised
the Placement Agency Agreement to reflect that the offering may close no later than 15 business days following the effectiveness
of the registration statement. Thus, the securities are not being offered on a delayed or continuous basis and should not be subject
to Securities Act Rule 415.

Prospectus Summary, page 1

 3. Please state that
                                         all share and per share amounts in the prospectus give retroactive effect to the 1-for-30
                                         reverse stock split that became effective on February 4, 2015.

RESPONSE: We have revised our disclosure accordingly.

Capitalization, page 17

 4. Financial statements
                                         which purport to give effect to the receipt and application of any part of the proceeds
                                         from the sales of securities for cash are not permitted in the context of a best efforts
                                         offering. Please revise the capitalization table to remove the pro forma as adjusted
                                         column. Refer to Securities Act Rule 170.

RESPONSE: We have revised our disclosure accordingly.

Description of Securities

Preferred Stock

Series B Preferred Stock, page 45

 5. You state that the
                                         Series B Preferred Stock has certain rights, privileges, preferences and restrictions
                                         set forth in the certificate of designation. Please revise to include a materially complete
                                         description of the terms of the Series B Preferred Stock. In this regard, Section IV
                                         of the certificate of designation for the Series B Preferred Stock indicates the Series
                                         B Preferred Stock may have a liquidation preference.

RESPONSE: Section III of
the Series B Preferred Stock certificate of designation correctly states that the Series B Preferred does not have a liquidation
preference although Section IV of the certificate of designation incorrectly ranks the Series B Preferred Stock as senior to other
classes of the Company’s capital stock “as to distribution of assets upon liquidation, dissolution or winding up”.
However, the Series B Preferred Stock is not convertible into any class of the Company’s capital stock, and has no economic
value. In addition, upon closing of the Offering, Mr. Meller will be cancelling his one (1) share of Series B Preferred Stock
and the Company will concurrently cancel the Series B Preferred Stock altogether.

    2

Listing, page 49

 6. Your disclosure
                                         that the reverse stock split was effected on February 13, 2015 is inconsistent with your
                                         disclosure elsewhere in the document that states the reverse stock split was effected
                                         on February 4, 2015.

RESPONSE: We have revised our disclosure accordingly.

Consolidated Financial Statements

General

 7. Your most recent
                                         financial statements are for the unaudited period ended September 30, 2014. Please tell
                                         us whether audited financial statements for the fiscal year ended December 31, 2014 are
                                         available. If such financial statements are not available, provide quantitative and qualitative
                                         support that you reasonably and in good faith expect to report income from continuing
                                         operations before taxes for 2014. Refer to Rule 8-08(b) of Regulation S-X.

RESPONSE: Audited financial statement for the
fiscal year ended December 31, 2014 are not available. Through September 30, 2014 the Company on a consolidated basis had revenue
of $16,266,000, or on average $5,422,000 per quarter. For the same period, on a consolidated basis the Company had income from
operations of $756,000, an average of $252,000 per quarter. We expect the fourth quarter of 2014 to generate comparable revenue
to the first three quarters of 2014, with an expectation of a loss in the quarter ending December 31, 2014, due to the timing
of an annual customer conference and the increase in personnel attributable to the expansion of the business. With the expected
fourth quarter loss, the Company on a consolidated basis is projecting income from operations for the fiscal year ending December
31, 2014 in excess of $335,000.

Exhibit 5.1

 8. Please revise to
                                         include an opinion that the warrants being registered are the binding obligation of the
                                         registrant under the laws of the State of New York. Refer to Section II.B.1.f of Staff
                                         Legal Bulletin No. 19.

RESPONSE: Our counsel has revised their opinion
accordingly.

Thank you for your assistance in reviewing this filing.

Sincerely,

    /s/
    Mark Meller

    Mark Meller

    Chief Executive
    Officer

    SilverSun Technologies,
    Inc.

3