Correspondence 0001493152-24-004275 from Digital Locations, Inc. (DLOC) (CIK 0001407878)

Digital Locations, Inc. (DLOC) (CIK 0001407878)
Date: Jan. 30, 2024 · CIK: 0001407878 · Accession: 0001493152-24-004275

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File numbers found in text: 333-274849

Date

January 23, 2024

Author

Digital

Form

CORRESP

Company

Digital Locations, Inc. (DLOC) (CIK 0001407878)

Letter

Re: Digital Locations, Inc.

Digital Locations, Inc.

January 30, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, DC 20549

Amendment N. 4 to Registration Statement on Form S-1

Filed January 23, 2024

File No. 333-274849

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Amended Registration Statement on Form S-1 to become effective on Thursday, February 1, 2024 at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

● should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
Digital
Locations, Inc.

Show Raw Text

CORRESP
1
filename1.htm

Digital
Locations, Inc.

January
30, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Digital
    Locations, Inc.

    Amendment
    N. 4 to Registration Statement on Form S-1

    Filed
    January 23, 2024

    File
    No. 333-274849

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Amended Registration Statement on Form S-1 to become effective on Thursday, February
1, 2024 at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In
connection with this request, the Registrant acknowledges that:

 ● should
                                            the Commission or the staff of the Commission (the “Staff”), acting pursuant
                                            to delegated authority, declare the filing effective, it does not foreclose the Commission
                                            from taking any action with respect to the filing;

 ● the
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the filing effective, does not relieve the Registrant from its full responsibility for the
                                            adequacy and accuracy of the disclosure in the filing; and

 ● the
                                            Registrant may not assert Staff comments and the declaration of effectiveness as a defense
                                            in any proceeding initiated by the Commission or any person under the federal securities
                                            laws of the United States.

Sincerely,

Digital
Locations, Inc.

    /s/
    Rich Berliner

    Rich
    Berliner

    Chief
    Executive Officer

SecProbe.io