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December 6, 2023
Rich Berliner
Chief Executive Officer
Digital Locations, Inc.
1117 State Street
Santa Barbara, CA 93101
Re:Digital Locations, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 20, 2023
File No. 333-274849
Dear Rich Berliner:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed November 20, 2023
Special Information Regarding Forward-Looking Statements, page 6
1.We note your response to prior comment two and reissue it. Please revise to update your
disclosure regarding forward-looking statements. In that regard, we note your disclosure
on page 20 regarding penny stock considerations. Since your common stock is considered
a penny stock, reliance upon the safe harbor provided by the Private Securities Litigation
Reform Act of 1995 is not available.
We are in the early stages of development and have limited operating history on which you can
base an investment decision, page 6
2.We note your response to prior comment three, including your revised disclosure at page 4
indicating that, previously, the Company was engaged in the business of maintaining its
portfolio of acquired small cell sites to help meet the then-expected demand of rapidly

 FirstName LastNameRich Berliner
 Comapany NameDigital Locations, Inc.
 December 6, 2023 Page 2
 FirstName LastName
Rich Berliner
Digital Locations, Inc.
December 6, 2023
Page 2
growing 5G networks; that you currently receive revenue from previously developed sites;
and that you are no longer adding additional locations to this business nor are you seeking
more sites. However, these revisions appear inconsistent with your risk factor disclosure
indicating that your ability to obtain additional financing and generate revenue will
depend on whether you can successfully develop and acquire a large portfolio of cell
tower sites to make the transition from a development stage company to an operating
company. Please revise or advise.
We have outstanding convertible promissory notes and substantial dilution could occur, page 9
3.We note your response to prior comment six and reissue it in part. Please revise to
quantify the potential dilutive impact of the outstanding convertible notes.
If we fail to maintain effective internal controls over financial reporting, the price of our
common stock may be adversely affected, page 11
4.We note your response to prior comment five and your disclosure that if you fail to
maintain effective internal controls over financial reporting, the price of your common
stock may be adversely affected. Please revise this risk factor to include the disclosure
from your annual report on Form 10-K for the fiscal year ended December 31, 2022 that
management concluded that your internal control over financial reporting was not
effective as of December 31, 2022.
Security Ownership of Certain Beneficial Owners and Management, page 40
5.Please update the disclosure in this section to provide information as of the most recent
practicable date. See Item 403 of Regulation S-K. In that regard, we note that the table in
this section provides information as of September 30, 2023.
General
6.We note your response to prior comment 12 and reissue it in part. Please revise to disclose
any material market activities of GHS, including any short selling of the company’s
securities or other hedging activities, that GHS may or has engaged in, including prior to
entering into the Equity Financing Agreement.

 FirstName LastNameRich Berliner
 Comapany NameDigital Locations, Inc.
 December 6, 2023 Page 3
 FirstName LastName
Rich Berliner
Digital Locations, Inc.
December 6, 2023
Page 3
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Laura Nicholson,
Special Counsel, at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Callie Tempest Jones