SEC Comment Letter for Crypto Co (CRCW) (CIK 0001688126) (CRCW) — Dec 7, 2016
Crypto Co (CRCW) (CIK 0001688126)
Date: Dec. 7, 2016 · CIK: 0001688126 · Accession: 0000000000-16-103895
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 December 6, 2016 Via E -mail Deborah Thomas Chief Executive Officer Croe, Inc. 11650 South State St., Ste. 240 Draper, Utah 84020
Re: Croe, Inc. Amendments No 2. and No. 3 to Registration Statement on Form S -1 Filed November 22, 2016 and December 1, 2016 File No. 333 -214187
Dear Ms. Thomas:
We have reviewed your amended registration 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 registration 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 registration statement and the information you provide in response to these comments, we may have additional commen ts. Unless we note otherwise, our references to prior comments are to comments in our November 16 , 2015 letter .
Cover Page 1. We note your response to prior comment 2. Please revise your cover page to indicate that the selling shareholders will sell their shares at the price of $.05 per share until the shares are quoted on the OTCQB marketplace or on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices . 2. We reissue prior comment 3 as it appears you did not revise the cover page as indicated in your response. We note your statement that “this prospectus relates to the exchange and resale of shares of Common stock of CROE ….” (emphasis added) Your registra tion statement does not appear to make any other reference to a share exchange. Please revise your registration statement as appropriate.
Deborah Thomas Croe, Inc. December 6, 2016 Page 2
Signature Page 3. We note your response to comment 20. We also note that your signature page indicates that Deborah Th omas signed the registration statement for the company as the principal financial officer and principal accounting officer. The signature page also indicates that Elliott Polatoff is signing in the capacity as principal financial officer and principal accounting officer. Please revise as appropriate.
You may contact Suying Li, Staff Accountant, at (202) 551 -3335 or Angela Lumley, Staff Accountant, at (202) 551 -3398 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at (202) 551 -3269 or David Link, at (202) 551 -3356 with any other questions.
Sincerely,
/s/ David Link for
Show Raw Text
Mail Stop 3561
December 6, 2016
Via E -mail
Deborah Thomas
Chief Executive Officer
Croe, Inc.
11650 South State St., Ste. 240
Draper, Utah 84020
Re: Croe, Inc.
Amendments No 2. and No. 3 to Registration Statement on Form S -1
Filed November 22, 2016 and December 1, 2016
File No. 333 -214187
Dear Ms. Thomas:
We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional commen ts. Unless we note
otherwise, our references to prior comments are to comments in our November 16 , 2015 letter .
Cover Page
1. We note your response to prior comment 2. Please revise your cover page to indicate that
the selling shareholders will sell their shares at the price of $.05 per share until the shares
are quoted on the OTCQB marketplace or on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated prices .
2. We reissue prior comment 3 as it appears you did not revise the cover page as indicated
in your response. We note your statement that “this prospectus relates to the exchange
and resale of shares of Common stock of CROE ….” (emphasis added) Your registra tion
statement does not appear to make any other reference to a share exchange. Please revise
your registration statement as appropriate.
Deborah Thomas
Croe, Inc.
December 6, 2016
Page 2
Signature Page
3. We note your response to comment 20. We also note that your signature page indicates
that Deborah Th omas signed the registration statement for the company as the principal
financial officer and principal accounting officer. The signature page also indicates that
Elliott Polatoff is signing in the capacity as principal financial officer and principal
accounting officer. Please revise as appropriate.
You may contact Suying Li, Staff Accountant, at (202) 551 -3335 or Angela Lumley,
Staff Accountant, at (202) 551 -3398 if you have questions regarding comments on the financial
statements and related matters. Please contact Ruairi Regan at (202) 551 -3269 or David Link, at
(202) 551 -3356 with any other questions.
Sincerely,
/s/ David Link for
John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining
cc: John D. Thomas , Esq.
John D. Thomas, P.C.