SecProbe.io

CORRESP
1
filename1.htm

Digital
Locations, Inc.

December
14, 2023

Via
Edgar Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Digital
    Locations, Inc.

    Amendment
    No. 1 to Registration

    Statement
    on Form S-1 Filed November 20, 2023

    File
    No. 333-274849

Ladies
and Gentlemen:

Digital
Locations, Inc. (the “Company”) provides the following response (the “Response Letter”) to the comments contained
in the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) dated December 6, 2023, relating to the above-referenced filing.

In
response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

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.

RESPONSE:
Thank you for your comment. Please see our changes on page 6 and page 24 of the registration statement.

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 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.

RESPONSE:
Thank you for your comment. We have revised the risk factors regarding in the registration statement to address your comment. Please
see pages 6 and7 of the amended Registration Statement.

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.

RESPONSE:
Thank you for your comment. We have revised this risk factor on page 9.

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.

RESPONSE:
Thank you for your comment. We have updated this risk factor to disclose the management’s determination and describe the deficiencies.
Please see page 11.

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.

RESPONSE:
We have updated the table as of December 7, 2023. Please see page 40.

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.

RESPONSE:
We have confirmed with GHS that there have been no material market activities engaged in by GHS related to the Company’s common
stock, including prior to entering into the Equity Financing Agreement. According to GHS, “GHS
had not shorted the Company’s stock previously, does not currently hold any short positions in the Company’s stock and has
represented that it will not short the Company’s stock during the term of our agreement with the Company.” Please see our
revisions to page 15 of the registration statement.

Thank
you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel,
Callie Jones, at (801)303-5721 with any additional comments.

Sincerely,

    Digital
    Locations, Inc.

    /s/
    Richard Berliner

    Richard
    Berliner, CEO