SecProbe.io

October 17, 2016

Darin Myman
Chief Executive Officer
DatChat, Inc.
65 Church Street, 2nd Floor
New Brunswick, NJ 08901

Re: DatChat, Inc.
Offering Statement  on Form 1-A
Filed  September 23, 2016
  File No. 024-10613

Dear Mr. Myman :

We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 offering statement and the information you
provide in response to these comments, we may have additional comments.

Securities Being Offered, p. 19

1. We note that you have one share of preferred stock outstand ing.  Describe any preferred
stock restrictions as described in Part II, Item 14(a)(3) of Form 1 -A.  If there are no such
restrictions, please so state.

Selling Security Holders, p. 21

2. The total listed under the fourth column of your Selling Security Hol ders chart, titled
“Amount to be Owned After the Offering”, does not appear to include the correct sum.
Please review the amounts provided in your chart and explain the discrepancy or revise
your chart as appropriate to include the correct sum.

3. We note t hat you indicate that the amount of shares offered by selling shareholders will
be limited to 30 percent of the total shares sold in the offering.  Please revise your filing
to indicate (i) what that percentage is based upon and (ii) how the selling shareh olders
will be limited from selling any shares that exceed that percentage during the year.

Darin Myman
DatChat, Inc.
October 17, 2016
Page 2

Financial Statements

4. Please update the financial statements to include interim financial statements as of June
30, 2016 and the corresponding period of the preceding fiscal year.   Please refer to Form
1-A instructions, Part F/S, paragraph (c)(1) which incorporates paragraph (b )(4) and Rule
8-08 of Regulation S -X.

We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objec tions to the compensation arrangements prior to
qualification.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Claire DeLabar, Staff Accountant , at (202) 551 -3349  or Terry French,
Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney L indsay, Staff Attorney,  at
(202) 551 -7237  or Celeste  M. Murphy, Legal Branch Chief,  at (202) 551 -3257  with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Assistant Director
(or designee)