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SEC Company Response from Boxlight Corp (BOXL) (CIK 0001624512) (BOXL) — Jan 12, 2017

Boxlight Corp (BOXL) (CIK 0001624512)
Date: Jan. 12, 2017 · CIK: 0001624512 · Accession: 0001493152-17-000413

AI Filing Summary & Sentiment

File numbers found in text: 333-204811

Date
January 12, 2017
Author
/s/
Form
CORRESP
Company
Boxlight Corp (BOXL) (CIK 0001624512)

Letter

Securities and Exchange Commission Division of Corporation Finance Re: Boxlight Corporation Amendment No. 19 to Registration Statement on Form S-1 Filed December 15, 2016 File No. 333-204811

Dear Ms. Ravitz:

This letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”), dated January 5, 2017 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (f/k/a Logical Choice Corporation) (the “Company”) regarding Amendment 19 to the Registration Statement on Form S-1, filed by the Company on December 15, 2016.

This letter sets forth each comment of the Staff from the Comment Letter (numbered in accordance with the Comment Letter).

Immediately following each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the location of the changes made. The Company is concurrently submitting via EDGAR this letter and Amendment No. 20 to the Registration Statement on Form S-1.

Index to Financial Statements, page 75

1. We note that you removed Boxlight Group’s interim financial statements from this filing. To comply with Item 8-04 of Regulation S-X, please revise the filing to include Boxlight Group’s interim financial statements as of and for the six months ended June 30, 2016.

Response: We have added Boxlight Group’s interim financial statements as of and for the six months ended June 30, 2016 to our filing.

Report of Independent Registered Public Accounting Firm, page F-55

2. We note on page 1 that you completed a .948207171 stock split on December 13, 2016. Please explain to us why your independent auditor did not dual-date and reference the stock split in its opinion in consideration of PCAOB AU 530.05. In this regard, please tell us why you have not disclosed this subsequent event within Note 10 on page F-67 or Note 15 on page F-70.

Response: Our independent auditor has revised their opinion to dual date and reference the stock split. We have revised our financial statements to properly disclose this subsequent event within Note 10.

Sincerely,
/s/
Mark Elliott

Show Raw Text
CORRESP
1
filename1.htm

BOXLIGHT
CORPORATION

1045
PROGRESS CIRCLE

LAWRENCEVILLE,
GA 30043

January 12, 2017

Ms.
Amanda Ravitz, Assistant Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    Boxlight
    Corporation

    Amendment
    No. 19 to Registration Statement on Form S-1

    Filed
    December 15, 2016

    File
    No. 333-204811

Dear
Ms. Ravitz:

This
letter responds to the letter of the staff of the United States Securities and Exchange Commission (the “Staff”),
dated January 5, 2017 (the “Comment Letter”), to Mark Elliott, Chief Executive Officer of Boxlight Corporation (f/k/a
Logical Choice Corporation) (the “Company”) regarding Amendment 19 to the Registration Statement on Form S-1, filed
by the Company on December 15, 2016.

This
letter sets forth each comment of the Staff from the Comment Letter (numbered in accordance with the Comment Letter).

Immediately
following each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the
location of the changes made. The Company is concurrently submitting via EDGAR this letter and Amendment No. 20 to the Registration
Statement on Form S-1.

Index
to Financial Statements, page 75

    1.
    We
    note that you removed Boxlight Group’s interim financial statements from this filing. To comply with Item 8-04 of Regulation
    S-X, please revise the filing to include Boxlight Group’s interim financial statements as of and for the six months
    ended June 30, 2016.

Response: We have added Boxlight Group’s interim financial
statements as of and for the six months ended June 30, 2016 to our filing.

Report
of Independent Registered Public Accounting Firm, page F-55

    2.
    We
    note on page 1 that you completed a .948207171 stock split on December 13, 2016. Please explain to us why your independent
    auditor did not dual-date and reference the stock split in its opinion in consideration of PCAOB AU 530.05. In this regard,
    please tell us why you have not disclosed this subsequent event within Note 10 on page F-67 or Note 15 on page F-70.

Response: Our independent auditor has revised their opinion
to dual date and reference the stock split. We have revised our financial statements to properly disclose this subsequent event
within Note 10.

    Sincerely,

    /s/
    Mark Elliott

    Mark
    Elliott

    Chief
    Executive Officer

    Boxlight
    Corporation