SEC Company Response from Crypto Co (CRCW) (CIK 0001688126) (CRCW) — Dec 7, 2016
Crypto Co (CRCW) (CIK 0001688126)
Date: Dec. 7, 2016 · CIK: 0001688126 · Accession: 0001391609-16-000655
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214187
Letter
Division of Corporate Finance Re: CROE, Inc. Amendment 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 Sirs/Mesdames:
We serve as counsel to CROE, Inc., a Utah corporation (the “Company”) with respect to its submission of its amended registration statements with the U.S. Securities and Exchange Commission (hereafter, the “Commission”) on Form S-1 (“Registration Statement”), filed on November 22, 2016 and December 1, 2016. We are in receipt of your email to the Company, dated December 6, 2016, and this letter is written in response thereto. We have reproduced your 3 comments below, highlighted in bold, with our responses following immediately thereafter.
Cover Page
1. COMMENT. 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..
RESPONSE We revised our Cover Page accordingly.
2. COMMENT. 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 registration statement does not appear to make any other reference to a share exchange. Please revise your registration statement as appropriate.
U.S. Securities & Exchange Commission
Division of Corporate Finance
December 7, 2016
Page 2
RESPONSE: We removed the reference to "exchange" on the Cover Page.
Signature Page
3. COMMENT. We note your response to comment 20. We also note that your signature page indicates that Deborah Thomas 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.
RESPONSE: We revised our Signature Page correcting the error.
We will file this letter as correspondence via EDGAR contemporaneous with its dispatch to you via email. In the meantime, please feel free to call John D. Thomas at (801) 816-2536 or respond via email or facsimile if you have any further comments or questions.
Very truly yours,
CROE, INC.
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CORRESP
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filename1.htm
11650 South State Street, Suite
240
Draper, UT 84020
PH (801) 816-2522
FAX (801) 816-2537
December 7, 2016
VIA EMAIL AND EDGAR
Suying Li - Staff Accountant
Angela Lumley–Staff Accountant
Ruairi Regan
David Link
John Reynolds - Assistant Director
U.S. Securities &
Exchange Commission
Division of Corporate
Finance
100 F. Street, N.E.
Washington, D.C. 20549
DrazanE@SEC.GOV
Re: CROE, Inc.
Amendment 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 Sirs/Mesdames:
We serve as counsel to CROE, Inc., a Utah corporation
(the “Company”) with respect to its submission of its amended registration statements with the U.S. Securities and
Exchange Commission (hereafter, the “Commission”) on Form S-1 (“Registration Statement”), filed on November
22, 2016 and December 1, 2016. We are in receipt of your email to the Company, dated December 6, 2016, and this letter is written
in response thereto. We have reproduced your 3 comments below, highlighted in bold, with our responses following immediately thereafter.
Cover Page
1. COMMENT. 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..
RESPONSE
We revised our Cover Page accordingly.
2. COMMENT. 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 registration statement does not appear to make any
other reference to a share exchange. Please revise your registration statement as appropriate.
U.S. Securities &
Exchange Commission
Division of Corporate
Finance
December 7, 2016
Page 2
RESPONSE:
We removed the reference to "exchange" on the Cover Page.
Signature Page
3. COMMENT. We note your response to comment 20. We also note that your signature
page indicates that Deborah Thomas 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.
RESPONSE: We revised our Signature Page
correcting the error.
We will file this letter as correspondence via
EDGAR contemporaneous with its dispatch to you via email. In the meantime, please feel free to call John D. Thomas at (801) 816-2536
or respond via email or facsimile if you have any further comments or questions.
Very truly yours,
CROE, INC.
/s/ Deborah Thomas
Deborah Thomas
Chief Executive Officer