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
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File numbers found in text: 333-204811
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CORRESP
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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