SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Ryan Polk
Chief Financial Officer
SideChannel, Inc.
146 Main Street, Suite 405
Worcester, MA 01608

 Re: SideChannel, Inc.
 Form 10-K for the Fiscal Year ended September 30, 2024
 Filed December 13, 2024
 File No. 000-28745
Dear Ryan Polk:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 LAURA
 ANTHONY, ESQ.

 CRAIG
D. LINDER, ESQ.*

 JOHN
CACOMANOLIS, ESQ.**

 Associates
and OF COUNSEL:

 CHAD
FRIEND, ESQ., LLM

 MICHAEL
R. GEROE, ESQ., CIPP/US***

 JESSICA
HAGGARD, ESQ. ****

 christopher
t. hines *****

 PETER
P. LINDLEY, ESQ., CPA, MBA

 JOHN
LOWY, ESQ.******

 STUART
REED, ESQ.

 LAZARUS
ROTHSTEIN, ESQ.

 SVETLANA
ROVENSKAYA, ESQ.*******

 HARRIS
TULCHIN, ESQ. ********

 WWW.ALCLAW.COM

 WWW.SECURITIESLAWBLOG.COM

 DIRECT
E-MAIL: LANTHONY@ALCLAW.COM

 *licensed
in CA, FL and NY

 **licensed
in FL and NY

 ***licensed
in CA, DC, MO and NY

 ****licensed
in Missouri

 *****licensed
in CA and DC

 ******licensed
in NY and NJ

 *******licensed
in NY and NJ

 ********licensed
in CA and HI (inactive in HI)

 March
13, 2025

 VIA
EDGAR

 Securities and Exchange Commission

 Division
of Corporation Finance, Office of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Ryan Rohn

 Re:
 SideChannel,
 Inc.

 Form
 10-K for Fiscal Year Ended September 30, 2024

 Filed
 December 13, 2024

 File
 No. 000-28745

 Dear
Mr. Rohn:

 This
letter is being furnished in response to the comment of the staff (the "Staff") of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") that was contained in the Staff's letter dated February 27,
2025 (the "Comment Letter") to Ryan Polk, Chief Financial Officer of SideChannel, Inc. (the "Company"), with
respect to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the Commission
on December 13, 2024 (the "Form 10-K"). We have electronically filed herewith, on behalf of the Company, Amendment No. 1
("Amendment No. 1") to the Form 10-K. Amendment No. 1 is marked to show changes to Item 9A, as contained in the Form 10-K.

 1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST
PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

 #632732v1

 March
13, 2025

 Page
2

 Set
forth below is the Company's response to the Staff's comment contained in the Comment Letter. For ease of reference, the
Staff's comment is reproduced below in italics and is followed by the Company's response.

 Form
10-K for Fiscal Year Ended September 30, 2024

 Item
9A. Controls and Procedures

 Management's
Annual Report on Internal Control over Financial Reporting, page 62

 1.
 We
 note your statement that, "management was unable, without incurring unreasonable effort or expense to fully assess our internal
 control over financial reporting as of September 30, 2024." We further note that you cite the design of internal control over
 financial reporting for your company post-business combination has required and will continue to require significant time and resources
 from management and other personnel. However, in Note 1 on page 44, it appears that this business combination was completed in July
 2022. In addition, please note that your officers have certified that they have provided disclosure to your auditors and audit committee
 based on your most recent evaluation of internal control over financial reporting. A Management's Annual Report on Internal
 Control over Financial Reporting is required to be filed pursuant to Item 308 of Regulation S-K. Please revise accordingly.

 Response:
 The Company acknowledges the Staff's comment and has revised its disclosure under Item 9A in Amendment No. 1 as follows (insertions are underlined and deletions are in strikethrough):

 ITEM
9A. CONTROLS AND PROCEDURES

 Our
management is responsible for establishing and maintaining adequate "disclosure controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely
decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to allow
timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, the Company recognized
that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving
the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of
possible disclosure controls and procedures.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 #632732v1

 March
13, 2025

 Page
3

 Evaluation
of Disclosure Controls and Procedures

 As
of September 30, 2024, our management, with the participation of our CEO Chief Executive Officer and CFO Chief
Financial Officer , evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Our CEO and CFO have concluded, based upon the evaluation described above, that, as of September 30,
2024, our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weaknesses
discussed below.

 Notwithstanding
the material weakness weaknesses in internal control over financial reporting described below, our management
has concluded that our consolidated financial statements included in this Form 10-K are fairly stated in all material respects in accordance
with U.S. GAAP.

 Material
Weaknesses

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented
or detected on a timely basis.

 In
connection with the preparation of our audited financial statements for the year ended September 30, 2023, we identified material weaknesses
in our internal controls control over financial reporting, as of September 30, 2023. These material weaknesses
had not been fully remediated as of September 30, 2024. The material weaknesses identified related to the fact that we did not design
and maintain accounting policies, procedures and controls to ensure complete, accurate and timely financial reporting in accordance with
U.S. GAAP. Specifically, the material weaknesses identified included the following:

 ●
 Did
 not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting,
 reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries and classification
 of certain costs;

 ●
 We
 had not developed and effectively communicated to our employees our accounting policies and procedures, which resulted in inconsistent
 practices. Since these entity level programs have a pervasive effect across the organization, management has determined that these
 circumstances constitute a material weakness;

 ●
 We
 do not have sufficient, qualified finance and accounting staff with the appropriate U.S. GAAP technical accounting expertise to identify,
 evaluate and account for accounting and financial reporting, and effectively design and implement systems and processes that allow
 for the timely production of accurate financial information in accordance with internal financial reporting timelines. As a result,
 we did not design and maintain formal accounting policies, processes and controls related to complex transactions necessary for an
 effective financial reporting process; and

 ●
 As
 a high-growth, smaller reporting company that became responsible for listed financial reporting, we have a limited staff and budget
 available to adequately test and monitor the effectiveness of certain internal controls.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

 #632732v1

 March
 13, 2025

 Page
4

 Remediation
Plan

 Our
management is actively engaged and committed to taking the steps necessary to remediate the control deficiencies that constituted the
material weaknesses. During fiscal year 2024, we made the following enhancement to our control environment: We continued
documenting and enhancing accounting policies, procedures and controls to achieve complete, accurate, and timely financial accounting,
reporting and disclosures including controls over the preparation and review of account reconciliations, journal entries and classification
of certain costs ; and .

 Our
remediation activities will continue during fiscal year 2025. In addition to the above actions, we expect to engage in additional
activities , including, but not limited to may include :

 ●
 Hiring
 additional qualified accounting staff to enable additional separation of duties;

 ●
 Engaging
 external consultants to provide support and to assist us in our evaluation of more complex applications of U.S. GAAP, and
 to assist us with documenting and assessing our accounting policies and procedures until we have sufficient technical accounting
 resources; and

 ●
 Implementing
 business process-level controls across all significant accounts and information technology general controls across all relevant systems.
 This includes providing training for control owners that will present expectations as it relates to the control design, execution
 and monitoring of such controls, including enhancements to the documentation to evidence the execution of the controls ; and .

 We
continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of
authority, responsibility, and accountability to enable remediation of our material weaknesses. We believe that our remediation plan
will be sufficient to remediate the identified material weaknesses and strengthen our controls. As we continue to evaluate, and work
to improve our controls, management may determine that additional measures to address control deficiencies or modifications to the remediation
plan are necessary.

 While
we have performed certain remediation activities to strengthen our controls to address the identified material weaknesses, control weaknesses
are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes
that these controls are operating effectively. We will continue to monitor the effectiveness of our remediation measures in connection
with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures,
and we will make any changes to the design of our plan and take such other actions that we deem appropriate given the circumstances.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

 #632732v1

 March
 13, 2025

 Page
5

 Management's
Annual Report on Internal Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP . We are engaged in the process of design and implementation of our internal control over financial reporting
in a manner commensurate with the scale of our operations subsequent to the Business Combination, including the enhancement of our internal
and external technical accounting resources (as well as to address the material weaknesses discussed above). However, the design of internal
control over financial reporting for our company post-business combination has required and will continue to require significant time
and resources from management and other personnel. As a result, management was unable, without incurring unreasonable effort or expense
to fully assess our internal control over financial reporting as of September 30, 2024.

 The
information set forth under "-Material Weaknesses" above is incorporated herein by reference.

 Management,
under the supervision of the Company's CEO and CFO, conducted an evaluation, as of September 30, 2024, of the effectiveness of
internal control over financial reporting based on the framework in 2013 Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's
internal control over financial reporting was not effective as of September 30, 2024.

 Changes
in Internal Control over Financial Reporting

 There
have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the fiscal year ended September 30, 2024 covered by this Form 10-K that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting, other than described herein. We are continuing
to take steps to remediate the material weakness in our internal control over financial reporting, as discussed above.

 Inherent
Limitation on the Effectiveness of Internal Control

 Readers
are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent
or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with
respect to the financial statement preparation and presentation.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

 #632732v1

 March
 13, 2025

 Page
6

 This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the SEC Securities and Exchange Commission that permit the Company to provide only management's
report in this annual report.

 We
thank you in advance for your time and attention to this matter. Please do not hesitate to contact us should you have any questions or
wish to discuss anything.

 Sincerely,

 /s/ Laura Anthony

 Laura Anthony, Esq.

 Anthony, Linder & Cacomanolis, PLLC

 cc:
 Stephen
 Krikorian/Securities and Exchange Commission

 Brian
 Haugli/SideChannel, Inc.

 Ryan
 Polk/SideChannel, Inc.

 Hugh
 Regan/SideChannel, Inc.

 625
 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936
 • FAX 561-514-0832

 #632732v1

February 27, 2025
Ryan Polk
Chief Financial Officer
SideChannel, Inc.
146 Main Street, Suite 405
Worcester, MA 01608
Re:SideChannel, Inc.
Form 10-K for the Fiscal Year ended September 30, 2024
Filed December 13, 2024
File No. 000-28745
Dear Ryan Polk:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended September 30, 2024
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting , page 62
1.We note your statement that, “management was unable, without incurring
unreasonable effort or expense to fully assess our internal control over financial
reporting as of September 30, 2024.” We further note that you cite the design of
internal control over financial reporting for your company post-business combination
has required and will continue to require significant time and resources from
management and other personnel. However, in Note 1 on page 44, it appears that this
business combination was completed in July 2022. In addition, please note that your
officers have certified that they have provided disclosure to your auditors and audit
committee based on your most recent evaluation of internal control over financial
reporting. A Management’s Annual Report on Internal Control over Financial
Reporting is required to be filed pursuant to Item 308 of Regulation S-K. Please revise
accordingly.

February 27, 2025
Page 2
            In closing, 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.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Christina Chalk, Shane Callaghan, and Eddie Kim

    Re:
    SideChannel,
    Inc.

    Schedule
    TO-I/A Filed December 4, 2023

    File
    No. 005-83375

Dear
Ms. Chalk:

We
are submitting this letter in response to your letter dated December 11, 2023 addressed to SideChannel, Inc. (the “Company”).
For your convenience the Staff’s comments are set forth in italics followed by our responses.

We
intend to file an amended Schedule TO-I/A (“Amended Schedule TO”) responding to the comments in your letter.

Schedule
TO-I/A Filed December 4, 2023

General

  1.
  We reissue in part prior
  comment 7 in our letter dated November 21, 2023. Please expand the description of the New Warrants in the revised offer materials to
  include all material terms and directly compare them with the terms of the 2021 Investor Warrants being exchanged. For example, compare
  the antidilution provisions of the New Warrants and the 2021 Investor Warrants.

The
Amended Schedule TO will contain the following:

The
references to the New Warrant terms set forth in the Offer to Exchange (Exhibit (a)(1)(H)) Summary Section E is hereby replaced with:

“A
comparison of the terms in the 2021 Investor Warrants that have either been removed or modified in the New Warrants is provided in the
following table. The section numbers for each term are shown in italics.

SideChannel,
Inc.

Schedule
TO-IA Filed December 4, 2023

File
No. 005-83375

Page
2

    Material
    Terms

    2021
    Investor Warrant

    New
    Warrant

    Term
    of the Warrant

    Opening:
    Five-year term with Termination Dates between March 31, 2026 and April 16, 2026

    Opening:
    Five- year term with approximate Termination Date of December 31, 2028

    Exercise
    Price

    2(b):
    $0.36

    1(b):
    $0.18

    Cashless
    Exercise

    2(c):
    Cashless Exercise allowable only if Registration Statement is not effective at the time of exercise.

    1(c):
    No restrictions on the use of a Cashless Exercise.

    Cashless
    Exercise Formula

    2(c):
                                            Cashless exercise formula expressed with generic variables: [(A-B) (X)] by (A)

    1(c):
Variables changed to communicate their meaning and presentation of formula improved to clarify order of functions:

    𝐶𝑆=
    𝑊𝑆
    𝑥 (𝐹𝑀𝑉−𝑊P)

    𝐹𝑀𝑉

    Automatic
    Conversion

    This
    term is not present in the 2021 Investor Warrant.

    1(e):
                                            Automatic conversion of warrants into Common Stock if the Common Stock trades at or above
                                            a bid price of $0.36 for 30 consecutive trading days.

    Company
    notifies the Holder within 5 Trading Days of the Automatic Conversion Date.

    Holder
    has 25 Trading Days from the Automatic Conversion Date to deliver a Notice of Exercise to the Company.

    Adjustment
    Upon Issuance of Common Stock

    3(b):
     Requiring aggregate value of 2021 Investor Warrants after the Issuance of shares to be equal to the aggregate
    value of 2021 Investor Warrants prior to the Issuance of shares.

    This
    term is not present in the New Warrant.

    Fundamental
    Transaction

    3(c):
                                            Defining how 2021 Investor Warrants are included and treated in a Fundamental Transaction.

    This
    term is not present in the New Warrant.

The
New Warrant agreement was included in Exhibit (a)(1)(F) of Amendment No. 1 of Schedule TO filed with the SEC on November 14, 2023.”

SideChannel,
Inc.

Schedule
TO-IA Filed December 4, 2023

File
No. 005-83375

Page
3

Transactions
and Agreements Concerning the Warrants, page 12

  2.
  We reissue in part prior
  comment 15 in our letter dated November 21, 2023. Please indicate in your response letter whether Paulson has provided any recommendation
  in connection with the Offer. If yes, revise this section accordingly and provide further detail about the material terms of the strategic
  advisory services agreement with Paulson. See Item 9 of Schedule TO and Item 1009(a) of Regulation M-A.

No,
Paulson Investment Company has not solicited the tender of or provided any recommendation related to the Offer to Exchange. No agreement
exists between the Company and Paulson Investment Company to do so. The advisory services agreement was disclosed in a Form 8-K filed
with the SEC on July 23, 2021.

The
Schedule TO will be amended as follows:

Item
5(a) of this Schedule TO is amended to provide that:

“In
July 2021, we engaged Paulson Investment Company (“Paulson”) for strategic advisory services to be delivered over a four-year
term in exchange for 4,000,000 shares of common stock as disclosed on Form 8-K filed with the SEC on July 23, 2021 and incorporated herein
as Exhibit (d)(2). We have been consulting with Paulson regarding the Offer to Exchange through this strategic advisory services agreement.
We neither entered into a new agreement with Paulson nor incurred additional costs with Paulson related to the Offer to Exchange. Paulson
has no obligation to us, and we have no expectations of Paulson to either solicit the tender of any of the 2021 Investor Warrants
or make a recommendation to its clients about the Offer to Exchange.”

Financial
Information Regarding the Company, page 12

  3.
  We reissue in part prior
  comment 16 in our letter dated November 21, 2023. The summarized financial information disclosed in this section does not comply with
  Item 1010(c) of Regulation M-A for all periods required by Item 10 of Schedule TO. For example, the financial information requested
  under Item 1-02(bb)(1) of Regulation S-X must be expressly disclosed. Additionally, the summarized financial information must cover
  the periods specified in Item 1010(a) of Regulation M-A, including the audited financial statements for the last two fiscal years required
  to be filed with the Company’s most recent Annual Report on Form 10-K.

SideChannel,
Inc.

Schedule
TO-IA Filed December 4, 2023

File
No. 005-83375

Page
4

We
will amend Section 8 of the Offer to Exchange to include the following table that contains the financial information requested under
Item 1-02(bb)(1) of Regulation S-X.

References
to Financial Information regarding the Company set forth in Section 8 of the Offer to Exchange are hereby amended:

“Financial
information required under Item 1-02(bb)(1) of Regulation S-X is provided in the following table.

SideChannel,
Inc. Summary Financial Data

(In
thousands)

Consolidated
Balance Sheet Data

    As of September 30, 2021 (Audited)
    As of September 30, 2022 (Audited)
    As of December 31, 2022 (Unaudited)
    As of

March 31, 2023 (Unaudited)
    As of

June 30, 2023 (Unaudited)

    Current assets
    $ 832
    $ 4,142
    $ 3,577
    $ 3,261
    $ 2,662

    Non-current assets
      1
      6,626
      6,581
      6,536
      6,515

    Current liabilities
    $ 406
    $ 1,161
    $ 1,017
    $ 1,382
    $ 1,121

    Non-current liabilities
      -
      211
      211
      211
      211

Consolidated
Statements of Operation Data

    Twelve Months Ended September 30, 2021
    Twelve Months Ended September 30, 2022
    Three Months Ended December 31, 2022
    Three Months Ended March 31, 2023
    Three Months Ended

June 30, 2023

    Revenue
    $ 2,799
    $ 4,789
    $ 1,546
    $ 1,617
    $ 1,750

    Gross profit
      1,262
      2,321
      865
      737
      874

    Net income (loss) [1]
      513
      (11,776 )
      (602 )
      (856 )
      (679 )

[1]
The Company reports its financial results on a consolidated basis and does not have discontinued operations; therefore, income or loss
from continuing operations is equal to net income or loss.”

We
believe that the foregoing fully responds to the Staff’s comments. Should you have any questions or comments regarding the responses
in this letter, please feel free to contact me at (317) 910-0838.

Respectfully
submitted,

/s/Ryan
Polk

Ryan
Polk, Chief Financial Officer

United States securities and exchange commission logo
December 11, 2023
Ryan Polk
Chief Financial Officer
SideChannel, Inc.
146 Main Street, Suite 405
Worcester, MA 01608
Re:SideChannel, Inc.
Schedule TO-I/A Filed December 4, 2023
File No. 005-83375
Dear Ryan Polk:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, as amended,
unless otherwise indicated.
Schedule TO-I/A Filed December 4, 2023
General
1.We reissue in part prior comment 7 in our letter dated November 21, 2023. Please expand
the description of the New Warrants in the revised offer materials to include all material
terms and directly compare them with the terms of the 2021 Investor Warrants being
exchanged. For example, compare the antidilution provisions of the New Warrants and the
2021 Investor Warrants.
Transactions and Agreements Concerning the Warrants, page 12
2.We reissue in part prior comment 15 in our letter dated November 21, 2023. Please
indicate in your response letter whether Paulson has provided any recommendation in
connection with the Offer. If yes, revise this section accordingly and provide further detail
about the material terms of the strategic advisory services agreement with Paulson. See
Item 9 of Schedule TO and Item 1009(a) of Regulation M-A.

 FirstName LastNameRyan Polk
 Comapany NameSideChannel, Inc.
 December 11, 2023 Page 2
 FirstName LastName
Ryan Polk
SideChannel, Inc.
December 11, 2023
Page 2
Financial Information Regarding the Company, page 12
3.We reissue in part prior comment 16 in our letter dated November 21, 2023. The
summarized financial information disclosed in this section does not comply with Item
1010(c) of Regulation M-A for all periods required by Item 10 of Schedule TO. For
example, the financial information requested under Item 1-02(bb)(1) of Regulation S-X
must be expressly disclosed. Additionally, the summarized financial information must
cover the periods specified in Item 1010(a) of Regulation M-A, including the audited
financial statements for the last two fiscal years required to be filed with the Company's
most recent Annual Report on Form 10-K.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at 202-551-3263, Shane Callaghan at 202-
330-1032, or Eddie Kim at 202-679-6943.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Christina Chalk, Shane Callaghan, and Eddie Kim

    Re:
    SideChannel,
    Inc.

    Schedule
    TO-I Filed November 7, 2023

    File
    No. 005-83375

Dear
Ms. Chalk:

We
are submitting this letter in response to your letter dated November 21, 2023 addressed to SideChannel, Inc. (the “Company”).
For your convenience the Staff’s comments are set forth in italics followed by our responses.

We
intend to file an amended Schedule TO-I (“Amended Schedule TO”) responding to the comments in your letter which will include
an amended Offer to Exchange (“Amended Offer”) and an amended Filing Fee Table (“Amended Exhibit 107”).

Schedule
TO-I Filed November 7, 2023

General

    1.

    The
    cover page of your Schedule TO includes a check box for offsetting filing fees and related captions. This is not included in the
    current version of Schedule TO and should be removed from future filings.

The
check box for offsetting filing fees and related captions will be removed from the Amended Schedule TO and any subsequent amendments
that may be needed for this tender.

    SideChannel, Inc.

Schedule TO-I Filed November 7, 2023

File No. 005-83375

Page 2

    2.

    See
    the comment above. We note that the filing fee calculation included on the cover page of your Schedule TO and the supporting table
    filed as Exhibit 107 only factor in the maximum amount of new Shares in determining the transaction value. Please update the transaction
    value, and filing fee, to also reflect the maximum amount of New Warrants that may be issued in the Offer. See Exchange Act Rule
    0-11(b)(2). Additionally, please revise Exhibit 107 to conform with the format specified in Schedule TO under the heading “Calculation
    of Filing Fee Tables.”

An
Amended Exhibit 107 which conforms with the format specified in Schedule TO under the heading “Calculation of Filing Fee Tables”
will be filed as an exhibit to the Amended Schedule TO. The Amended Exhibit 107 will include the New Warrants in the transaction value
based on the New Warrant exercise price of eighteen cents ($0.18).

    3.

    Throughout
    the Offer to Exchange, we have noticed several instances where the undefined term “Warrants” is used instead of 2021
    Investor Warrants. Please revise to consistently use the defined term 2021 Investor Warrants, or another defined term, to refer to
    the warrants that are subject to the Offer to Exchange to prevent any confusion about who is eligible to participate in the Offer.

Instances
where the undefined term “Warrants” was used in the Offer to Exchange will be replaced with “2021 Investor Warrants”
in the Amended Offer.

    4.

    Throughout
    your Schedule TO and the Offer to Exchange, we have noticed several instances where references to the New Warrants appear to be missing
    as part of the Offer’s consideration. For example, Item 7(a) of your Schedule TO only refers to funding not being required
    to issue the new Shares. Additionally, Section 10 of the Offer to Exchange (Material U.S. Federal Income Tax Consequences) only considers
    the tax consequences of exchanging the 2021 Investor Warrants for the Shares. Please revise.

In
the Amended Schedule TO, we will correct references to consideration to include “Shares and New Warrants”.

No
funds will be paid by the Company to exchanging 2021 Investor Warrant holders who participate in the exchange in connection with the
Offer. The Company will use funds on hand to pay the other expenses of issuing the Shares and New Warrants.

Instances
in the Offer to Exchange where consideration refers to Shares only and erroneously excludes New Warrants will be corrected in the Amended
Offer to include Shares and New Warrants.

    SideChannel, Inc.

Schedule TO-I Filed November 7, 2023

File No. 005-83375

Page 3

    5.

    Under
    Item 4(a) of your Schedule TO, you state that “[o]ur Certificate of Incorporation authorizes the issuance of 10,0000,000 [sic]
    undesignated shares of Preferred Stock . . . .” Please revise to disclose the correct number of shares.

The
Amended Schedule TO will contain a statement that corrects the authorized undesignated shares of Preferred Stock to 10,000,000.

    6.

    Refer
    to the following statement made on page iii of the Offer to Exchange: “If you want to tender your 2021 Investor Warrants, but
    your other required documents cannot be delivered to the Company before the Expiration date of the Offer, then you can still tender
    your 2021 Investor Warrants if you comply with the procedures described in Section 2.” As there are no guaranteed delivery
    procedures outlined in Section 2 of the Offer to Exchange, please revise to clarify what specific procedures you are referring to
    here or delete.

The
Amended Offer will delete the language “If you want to tender your 2021 Investor Warrants, but your other required documents cannot
be delivered to the Company before the Expiration date of the Offer, then you can still tender your 2021 Investor Warrants if you comply
with the procedures described in Section 2.”

    7.
    Revise
    the Offer to Exchange to include a section prominently describing all material terms of the New Warrants being offered. We note that
    the features of the New Warrants were amended on November 14, 2023 at a time when, according to Amendment No. 1 to your Schedule
    TO, approximately 23% of the 2021 Investor Warrants have already been tendered. Given the materiality of changing the offer consideration,
    including removing the Cashless Exercise restriction from the New Warrants, the amended Offer to Exchange addressing these comments
    should be disseminated to target security holders in the same manner as was done with the initial Offer to Exchange, with sufficient
    time remaining in the Offer Period for target security holders to react to these changes. Please confirm your understanding in your
    response letter.

We
will insert the following new line item in the Summary of the Amended Offer titled “E – Material Terms of the New Warrants”.

    SideChannel, Inc.

Schedule TO-I Filed November 7, 2023

File No. 005-83375

Page 4

The
New Warrants contain the following material terms:

    ●
    Each
    (1) New Warrant can subscribe for and purchase one (1) share of common stock from the Company at an exercise price of eighteen cents
    ($0.18) during a five (5) year period from the date of issuance.

    ●
    The
    New Warrant can be exercised on a cash or cashless basis.

    ●
    The
    New Warrants will automatically convert if the common stock trades at a bid price equal to or greater than thirty-six cents ($0.36)
    for thirty (30) consecutive trading days. New Warrant holders will be notified if the automatic conversion is triggered and will
    be provided with twenty (20) trading days to deliver a notice of exercise to the Company.

    ●
    The
    New Warrants will be adjusted for stock dividends and stock splits should such an event occur during the term of the warrant.

We
understand the Staff’s direction to allow sufficient time for 2021 Investor Warrant holders to review and respond to the changes
in the Amended Offer. The Amended Offer will be emailed to the target security holders in the same manner as was done with the initial
Offer to Exchange with a period of ten (10) business days for the target security holders to react. If necessary, the Expiration Date
will be extended to provide for the ten (10) business day review period.

    8.

    Under
    the subheading “Withdrawal Rights,” on page 7 of the Offer to Exchange, disclose that tendering holders of 2021 Investor
    Warrants may withdraw their tenders if not accepted for exchange after the expiration of forty business days from the commencement
    of the Offer. See Rule 13e-4(f)(2)(ii).

The
Amended Offer will include the following language under the subheading Withdrawal Rights on Page 7: “Tendering 2021 Investor Warrant
holders may withdraw their tenders if not accepted for exchange after the expiration of forty (40) business days from the commencement
of the Offer.”

    9.
    On
    page 7 of the Offer to Exchange, in the first paragraph under the subheading “Withdrawal Rights,” you state that “[d]elivery
    of the Withdrawal Form by facsimile or email will not be accepted,” whereas the first sentence of that paragraph and the Withdrawal
    Form indicate that email is an acceptable method of delivery. Please revise to address this discrepancy. Additionally, if the Withdrawal
    Form will be accepted via email delivery, then provide an email address where forms can be submitted in the “Withdrawal Rights”
    section.

We
are accepting the Withdrawal Form via email delivery and will modify the Offer to Exchange accordingly. We are not accepting the Withdrawal
Form by facsimile. We will revise the language on page 7 of the Amended Offer to clarify that email is an acceptable means of transmitting
the Withdrawal Form and will include an email address where the forms can be submitted. We checked both the Letter of Transmittal and
Withdrawal Notice instructions and did not find this discrepancy in either document.

    SideChannel, Inc.

Schedule TO-I Filed November 7, 2023

File No. 005-83375

Page 5

    10.

    Refer
    to the following statements on page 8 of the Offer to Exchange: “We will determine, in our discretion, all questions as to
    form, validity, including time of receipt, eligibility and acceptance of any tender of 2021 Investor Warrants or withdrawal of tendered
    2021 Investor Warrants. Our determination of these matters will be final and binding on all parties.” Please revise these statements
    to include a qualifier that warrant holders are not foreclosed from challenging your determination in a court of competent jurisdiction.
    Also, add a similar qualifier to the bolded language in all caps at the end of the subsection entitled “Withdrawal Rights.”

These
statements will be revised to include a qualifier that 2021 Investor Warrant holders are not foreclosed from challenging our determination
in a court of competent jurisdiction. A similar qualifier will be added to the bolded language in all caps at the end of subsection 2(B).

Notwithstanding
the foregoing, the 2021 Investor Warrant holders are not foreclosed from challenging the Company’s determination in a court of
competent jurisdiction.

    11.

    On
    page 8 of the Offer to Exchange, you state: “[u]pon the terms and subject to the conditions of the Offer, we expect, upon the
    expiration of the Offer, to . . . issue Common Stock and New Warrants in exchange for tendered Warrants pursuant to the Offer . .
    . .” Please revise to disclose your anticipated timing for issuing the Common Stock and New Warrants after the Expiration Date,
    ensuring that payment for or return of tendered securities is made promptly. See Rule 13e-4(f)(5).

We
expect to issue Common Stock and New Warrants in exchange for tendered 2021 Investor Warrants pursuant to the Offer, within two (2) trading
days after the Expiration Date. The Company will round the number of Shares and New Warrants to which such holder is entitled, after
aggregating all fractions, up to the next whole number of Shares and New Warrants.

    SideChannel, Inc.

Schedule TO-I Filed November 7, 2023

File No. 005-83375

Page 6

    12.

    Refer
    to the following statement made at the top of page 9 of the Offer to Exchange: “If you tender Warrants pursuant to the Offer,
    you will receive legended Shares and you will generally be entitled to ‘tack’ your holding period of the 2021 Investor
    Warrants so tendered for purposes of Rule 144 under the Securities Act.” If true, please revise to clarify that the Shares
    received by participating holders of the 2021 Investor Warrants will be restricted securities, and please reconcile with your statement,
    on page 6 of the Offer to Exchange, that the new securities are being issued in reliance on the exemption set forth in Section 3(a)(9)
    of the Securities Act of 1933.

The
Company will provide the following language in the Amended Offer:

If
you tender 2021 Investor Warrants pursuant to the Offer, you will receive restricted Shares, that may not be resold or transferred by
you, except pursuant to an available exemption such as Rule 144 of the Securities Act and you will generally be entitled to “tack”
your holding period of the 2021 Investor Warrants so tendered for purposes of Rule 144. The Shares and New Warrants are being issued
by the Company in reliance on the exemption from registration set forth in Section 3(a)(9) of the Securities Act.

    13.

    Revise
    the subheading “Purpose of the Offer,” starting on page 10 of the Offer to Exchange, to address the tender offer for
    Company warrants (including the 2021 Investor Warrants) conducted by the Company in August 2023. Please explain why the terms of
    this Offer to Exchange differ from that previous tender offer and how those differences are consistent with the purpose(s) for conducting
    this Offer.

The
tender offer for Company warrants conducted by the Company in August 2023 (“August 2023 Offer”) provided certain warrant
holders Shares only. The current Offer to Exchange differs from the August 2023 Offer in that it provides a New Warrant in addition to
the Shares provided in the August 2023 Offer. Second, the August 2023 Offer included 2021 Investor Warrants and warrants held by representatives
of Paulson Investment Company. The current Offer to Exchange is made only to the holders of 2021 Investor Warrants.

The
August 2023 Offer and the current Offer to Exchange are intended to accomplish the same objectives. We withdrew the August 2023 Offer
because we didn’t achieve the participation level necessary to complete the August 2023 Offer. The current Offer to Exchange reflects
feedback received from target security holders during the tender of the August 2023 Offer.

    SideChannel, Inc.

Schedule TO-I Filed November 7, 2023

File No. 005-83375

Page 7

    14.

    On
    page 11 of the Offer to Exchange, you describe the Board of Directors’ “discretionary authority” to implement a
    reverse stock split, but state that “[t]he Board of Directors has not yet determined what if any action will be taken pursuant
    to this reverse-split authorization.” Please describe how a future reverse stock split would impact the holders of the 2021
    Investor Warrants and impact their decision to tender (or not). Also, revise similar disclosure elsewhere in the Offer to Exchange
    and your Schedule TO accordingly. Finally, revise here and under the subheading “Purpose of the Offer,” on page 10 of
    the Offer to Exchange, to explain how undertaking a reverse stock split after the Offer to Exchange is consistent with the stated
    purpose of “increasing the public float in the market” as expressed there.

Subsection
3(E) of the Amended Offer will contain this statement:

In
the event of a reverse stock split, the 2021 Investor Warrant quantities and exercise price would be adjusted by the reverse stock split
ratio such that the aggregate value of the exercise price multiplied by the warrant quantities after the reverse stock split would be
equal to the aggregate value prior to the reverse stock split.

We
are also modifying subsection 3(C) to clarify the impact of a reverse stock split on the public float.

Secondarily,
the purpose of this Offer to Exchange is to increase the public float as a percentage of the total outstanding Shares in the market.
In the event the Company’s Board authorizes a reverse stock split, the public float percentage of total outstanding Shares would
be unchanged.

    15.

    We
    note the disclosure here that

United States securities and exchange commission logo
November 21, 2023
Ryan Polk
Chief Financial Officer
SideChannel, Inc.
146 Main Street, Suite 405
Worcester, MA 01608
Re:SideChannel, Inc.
Schedule TO-I Filed November 7, 2023
File No. 005-83375
Dear Ryan Polk:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless otherwise
indicated.
Schedule TO-I Filed November 7, 2023
General
1.The cover page of your Schedule TO includes a check box for offsetting filing fees and
related captions. This is not included in the current version of Schedule TO and should be
removed from future filings.
2.See the comment above. We note that the filing fee calculation included on the cover page
of your Schedule TO and the supporting table filed as Exhibit 107 only factor in the
maximum amount of new Shares in determining the transaction value. Please update the
transaction value, and filing fee, to also reflect the maximum amount of New Warrants
that may be issued in the Offer. See Exchange Act Rule 0-11(b)(2). Additionally, please
revise Exhibit 107 to conform with the format specified in Schedule TO under the heading
“Calculation of Filing Fee Tables.”
3.Throughout the Offer to Exchange, we have noticed several instances where the undefined
term "Warrants" is used instead of 2021 Investor Warrants. Please revise to consistently

 FirstName LastNameRyan Polk
 Comapany NameSideChannel, Inc.
 November 21, 2023 Page 2
 FirstName LastNameRyan Polk
SideChannel, Inc.
November 21, 2023
Page 2
use the defined term 2021 Investor Warrants, or another defined term, to refer to the
warrants that are subject to the Offer to Exchange to prevent any confusion about who is
eligible to participate in the Offer.
4.Throughout your Schedule TO and the Offer to Exchange, we have noticed several
instances where references to the New Warrants appear to be missing as part of the
Offer’s consideration. For example, Item 7(a) of your Schedule TO only refers to funding
not being required to issue the new Shares. Additionally, Section 10 of the Offer to
Exchange (Material U.S. Federal Income Tax Consequences) only considers the tax
consequences of exchanging the 2021 Investor Warrants for the Shares. Please revise.
5.Under Item 4(a) of your Schedule TO, you state that “[o]ur Certificate of Incorporation
authorizes the issuance of 10,0000,000 [sic] undesignated shares of Preferred Stock . . . .”
Please revise to disclose the correct number of shares.
6.Refer to the following statement made on page iii of the Offer to Exchange: “If you want
to tender your 2021 Investor Warrants, but your other required documents cannot be
delivered to the Company before the Expiration date of the Offer, then you can still tender
your 2021 Investor Warrants if you comply with the procedures described in Section
2.” As there are no guaranteed delivery procedures outlined in Section 2 of the Offer to
Exchange, please revise to clarify what specific procedures you are referring to here, or
delete.
7.Revise the Offer to Exchange to include a section prominently describing all material
terms of the New Warrants being offered. We note that the features of the New Warrants
were amended on November 14, 2023 at a time when, according to Amendment No. 1 to
your Schedule TO, approximately 23% of the 2021 Investor Warrants have already been
tendered. Given the materiality of changing the offer consideration, including removing
the Cashless Exercise restriction from the New Warrants, the amended Offer to Exchange
addressing these comments should be disseminated to target security holders in the same
manner as was done with the initial Offer to Exchange, with sufficient time remaining in
the Offer Period for target security holders to react to these changes. Please confirm your
understanding in your response letter.
Procedure for Tendering Warrants, page 6
8.Under the subheading "Withdrawal Rights," on page 7 of the Offer to Exchange, disclose
that tendering holders of 2021 Investor Warrants may withdraw their tenders if not
accepted for exchange after the expiration of forty business days from the commencement
of the Offer. See Rule 13e-4(f)(2)(ii).
9.On page 7 of the Offer to Exchange, in the first paragraph under the subheading
"Withdrawal Rights," you state that "[d]elivery of the Withdrawal Form by facsimile or
email will not be accepted," whereas the first sentence of that paragraph and the
Withdrawal Form indicate that email is an acceptable method of delivery. Please revise to
address this discrepancy. Additionally, if the Withdrawal Form will be accepted via email

 FirstName LastNameRyan Polk
 Comapany NameSideChannel, Inc.
 November 21, 2023 Page 3
 FirstName LastNameRyan Polk
SideChannel, Inc.
November 21, 2023
Page 3
delivery, then provide an email address where forms can be submitted in the "Withdrawal
Rights" section.
10.Refer to the following statements on page 8 of the Offer to Exchange: “We will
determine, in our discretion, all questions as to form, validity, including time of receipt,
eligibility and acceptance of any tender of 2021 Investor Warrants or withdrawal of
tendered 2021 Investor Warrants. Our determination of these matters will be final and
binding on all parties.” Please revise these statements to include a qualifier that warrant
holders are not foreclosed from challenging your determination in a court of competent
jurisdiction. Also, add a similar qualifier to the bolded language in all caps at the end of
the subsection entitled “Withdrawal Rights.”
11.On page 8 of the Offer to Exchange, you state: “[u]pon the terms and subject to the
conditions of the Offer, we expect, upon the expiration of the Offer, to . . . issue Common
Stock and New Warrants in exchange for tendered Warrants pursuant to the Offer . . . .”
Please revise to disclose your anticipated timing for issuing the Common Stock and New
Warrants after the Expiration Date, ensuring that payment for or return of tendered
securities is made promptly. See Rule 13e-4(f)(5).
12.Refer to the following statement made at the top of page 9 of the Offer to Exchange: “If
you tender Warrants pursuant to the Offer, you will receive legended Shares and you will
generally be entitled to ‘tack’ your holding period of the 2021 Investor Warrants so
tendered for purposes of Rule 144 under the Securities Act.” If true, please revise to
clarify that the Shares received by participating holders of the 2021 Investor Warrants will
be restricted securities, and please reconcile with your statement, on page 6 of the Offer to
Exchange, that the new securities are being issued in reliance on the exemption set forth in
Section 3(a)(9) of the Securities Act of 1933.
Background and Purpose of the Offer, page 10
13.Revise the subheading "Purpose of the Offer," starting on page 10 of the Offer to
Exchange, to address the tender offer for Company warrants (including the 2021 Investor
Warrants) conducted by the Company in August 2023. Please explain why the terms of
this Offer to Exchange differ from that previous tender offer and how those differences
are consistent with the purpose(s) for conducting this Offer.
14.On page 11 of the Offer to Exchange, you describe the Board of Directors’ “discretionary
authority” to implement a reverse stock split, but state that “[t]he Board of Directors has
not yet determined what if any action will be taken pursuant to this reverse-split
authorization.” Please describe how a future reverse stock split would impact the holders
of the 2021 Investor Warrants and impact their decision to tender (or not). Also, revise
similar disclosure elsewhere in the Offer to Exchange and your Schedule TO accordingly.
Finally, revise here and under the subheading "Purpose of the Offer," on page 10 of the
Offer to Exchange, to explain how undertaking a reverse stock split after the Offer to
Exchange is consistent with the stated purpose of "increasing the public float in the

 FirstName LastNameRyan Polk
 Comapany NameSideChannel, Inc.
 November 21, 2023 Page 4
 FirstName LastName
Ryan Polk
SideChannel, Inc.
November 21, 2023
Page 4
market" as expressed there.
Transactions and Agreements Concerning the Warrants, page 12
15.We note the disclosure here that the Company has engaged Paulson as a consultant in
connection with this Offer to Exchange. Please provide the disclosure required by Item 9
of Schedule TO and Item 1009(a) of Regulation M-A.
Financial Information Regarding the Company, page 12
16.Where a filing person elects to incorporate by reference the information required by Item
1010(a) of Regulation M-A, all of the summarized financial information required by Item
1010(c) must be disclosed in the document furnished to security holders. See Instruction 6
to Item 10 of Schedule TO and telephone interpretation I.H.7 in the July 2001 supplement
to our “Manual of Publicly Available Telephone Interpretations” available on the
Commission’s website at http://www.sec.gov. Please revise the Offer to Exchange to
include the information required by Item 1010(c) of Regulation M-A and disseminate the
amended disclosure in the same manner as the original offer materials.
17.Please update the book value per share disclosed in this section of the Offer to Exchange
and Item 10(a) of Schedule TO to reflect the most recent balance sheet presented in the
financial information incorporated by reference. See Item 1010(a)(4) of Regulation M-A.
18.It appears you have not provided the pro forma financial information required by Item
1010(b) of Regulation M-A. Please explain why you do not believe that pro forma
financial information is material in the context of this Offer to Exchange, or revise to
provide it in the amended offer materials.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at 202-551-3263, Shane Callaghan at 202-
330-1032, or Eddie Kim at 202-679-6943.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Cipherloc
Corporation

6836
Bee Cave Road

Bldg.
1, S#279

Austin,
TX 78746

January
5, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Patrick Fowler

    Re:

    Cipherloc
    Corporation

    Amendment
    No. 1 to Post-Effective Amendment No. 1 to Form S-1 Registration Statement

    Filed
    December 30, 2021

    File
    No. 333-255629

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cipherloc Corporation (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Standard Time, on Friday, January 7, 2022, or as soon thereafter as possible.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    CIPHERLOC
    CORPORATION

    By:
    /s/
    Ryan Polk

    Name:
    Ryan
    Polk

    Title:
    Chief
    Financial Officer

    -1-

CORRESP
1
filename1.htm

May
4, 2021

    Mr.
    Mitchell Austin
    VIA
    EDGAR

Office
of Technology

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington
D.C. 20549

Phone:
(202) 551-3574

    Re:
    Cipherloc
    Corporation

    Form
    S-1 Registration Statement

    File
    No. 333-255629

Acceleration
Request

Request
Date: Friday, May 7, 2021

Request
Time: 11:00 a.m. Eastern Time (or as soon thereafter as practicable)

Dear
Mr. Austin:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cipherloc Corporation (the “Registrant”) hereby requests
that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-captioned Registration Statement (the “Registration Statement”) to become effective on Friday, May 7, 2021,
at 11:00 a.m., Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request
for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify
him when this request for acceleration has been granted.

    Sincerely,

    /s/
    Ryan Polk

    Ryan
    Polk

    Chief
    Financial Officer

United States securities and exchange commission logo
May 3, 2021
David Chasteen
Chief Executive Officer
Cipherloc Corporation
6836 Bee Cave Road, Bldg. 1, S#279
Austin, TX 78746
Re:Cipherloc Corporation
Registration Statement on Form S-1
Filed April 30, 2021
File No. 333-255629
Dear Mr. Chasteen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David M. Loev

CORRESP
1
filename1.htm

February
21, 2019

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:

Jan
Woo, Legal Branch Chief

Matthew
Crispino, Staff Attorney

    Re:
    Cipherloc
    Corporation.

    Registration
    Statement on Form S-1

    Filed
    February 7, 2019

    File
    No. 333-229549

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Crispino,

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Cipherloc Corporation (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-229549), as amended (the “Registration
Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on February 25, 2019, or as soon as practicable
thereafter.

The
Registrant hereby authorizes Carl P. Ranno, Esq, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

We
request that we be notified of such effectiveness by a telephone call to Mr. Ranno at (602) 402-3615. We also respectfully request
that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent
to Carl P. Ranno, via email at carlranno@cipherloc.net.

    Sincerely,

    CIPHERLOC
    CORPORATION

    /s/
    Michael De La Garza

    Michael
    De La Garza

    Chief
    Executive Officer

    cc:
    Carl P. Ranno

CIPHERLOC
CORPORATION, 825 MAIN STREET, SUITE 100, BUDA, TX 78610

February 13, 2019
Michael De La Garza
President and Chief Executive Officer
Cipherloc Corporation
825 Main St, Suite100
Buda, TX 78610
Re:Cipherloc Corporation
Registration Statement on Form S-1
Filed February 7, 2019
File No. 333-229549
Dear Mr. De La Garza:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

Mail Stop 6010

        February 1, 2007

Michael Grollman
Chief Executive Officer
National Scientific Corp
8361 E. Evans Road, Suite 106
Scottsdale, AZ 85260

Re: National Scientific Corp
 Item 4.01 Form 8-K

Dear Mr. Grollman:

 As a follow-up to our telephon e conversation of February 1, 2007, this letter is to
inform you that the company s hould file the Item 4  Form 8- K  immediately. The filing was
due on the fourth day following the date th e relationship with Epstein Weber & Conover,
PLC ceased.

 The staff has received a SECPS lette r from Epstein Weber & Conover, PLC
notifying the Chief Accountant of the Commission that the registrant's auditor/client
relationship with Weber & Conover, PLC has ceased.

 Item 304 of Regulation S-K describes th e disclosure requirements of the Item 4
Form 8-K. In order for the former accountants to file the letter required by Item 304, a copy
of the filing should be furnished to them as soon as possible, but no later than the date you
file the Form 8-K with the Commission.  The accountants confirming letter should be filed
with an amended Form 8-K on Exhibit 16 within two business days of receipt but no later
than ten business days af ter filing the Form 8-K.

  Please understand that we may have additional comments after reviewing your
Item 4 Form 8-K.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Michael Grollman
National Scientific Corp
February 1, 2007 Page 2
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at 202 551-3618 or Angela J. Crane,
Accounting Branch Chief at 202 551-3554.  You may also speak with Martin James,
Senior Assistant Chie f Accountant at 202 551-3671.

       S i n c e r e l y ,

       D e n n i s  C .  H u l t           S t a f f  A c c o u n t a n t

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 03-06

						March 22, 2005

Michael A. Grollman
Chairman, Chief Executive Officer and
     Acting Chief Financial Officer
National Scientific Corporation
14505 North Hayden Road, Suite 305
Scottsdale, AZ  85260

	Re:	National Scientific Corporation
		Form 10-KSB for the fiscal year ended September 30, 2004
			Filed December 29, 2004
		File No. 0-28745

Dear Mr. Grollman:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

						Sincerely,

						Martin F. James
						Senior Assistant Chief Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 11, 2005

Mr. Kevin L. Vaughn
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549
Telephone: 202-824-5387

Re:  FORM 10-KSB FOR FISCAL YEAR ENDED SEPTEMBER 30, 2004 - COMMENTS,
     FILE NO. 0-28745

Dear Mr. Vaughn:

     This letter has been  prepared  in  response to your letter  dated March 9,
2005,  regarding National  Scientific  Corporation's Form 10-KSB for fiscal year
ended  September  30, 2004 (the  "10-KSB")  as well as the 10-QSB for the period
ending December 31, 2004 (the "10-QSB").

     Below we outline  point-by-point  a set of changes we would propose to make
in order for our 10-KSB and 10-QSB to better  conform to  standards,  as well as
changes  we would make to future  filings.  As we are in the midst of working on
our annual proxy mailing as well, we would request an expedited  review of these
proposed  changes and responses,  so that we can rapidly file the  appropriately
amended 10-KSB and 10-QSB. If these changes appear to you to be appropriate,  we
will file  amendments  promptly  to put them into  EDGAR.  In  addition  to this
outline of changes,  you will find a redline copy of the proposed amended 10-KSB
attached to this letter.  If these  changes prove  appropriate,  we will execute
identical changes to the 10-QSB as well.

ITEM 8A. CONTROLS AND PROCEDURES - PAGE 42

1.   We note your  statement  that your chief  executive  officer and your chief
     financial  officer  have  concluded  that  the  "disclosure   controls  and
     procedures  are  effective as of September 30, 2004 for a COMPANY ITS SIZE"
     (emphasis  added).  It does not appear that your  certifying  officers have
     reached  an  unqualified  conclusion  that  your  disclosure  controls  and
     procedures  are   EFFECTIVE.   Please  revise  to  address  your  officers'
     conclusions  regarding the  effectiveness  of your disclosure  controls and
     procedures. Please note this comment also applies to your Form 10-QSB as of
     December 31, 2004.

OUR PROPOSED RESPONSE:  We will amend our 10-KSB and 10-QSB to remove the phrase
"for a Company its size" from this sentence,  leaving  "disclosure  controls and

<PAGE>

                                      -2-

procedures  are  effective as of September  30, 2004." See also point (4) below,
which includes the full proposed revised text for item 8A.

2.   We note your  statement  included in your  disclosure  that  management has
     concluded  that your  disclosure  controls and procedures are effective "to
     timely  alert  them  to  material   information  relating  to  the  Company
     (including its  consolidated  subsidiaries)  required to be included in the
     Company's  Exchange Act filings.  The language  that is currently  included
     after the word  "effective" in your  disclosure  appears to be superfluous,
     since the meaning of "disclosure controls and procedures" is established by
     Rule  13a-15(e)  of the  Exchange  Act.  However,  if you  do not  wish  to
     eliminate  this  language,  please  revise to clarify,  if true,  that your
     officers have also concluded that your  disclosure  controls and procedures
     are  effective to ensure that  information  required to be disclosed in the
     reports that you file or submit under the Exchange Act is  accumulated  and
     communicated to your management, including your chief executive officer and
     chief  financial  officer,  to allow timely  decisions  regarding  required
     disclosure.  Refer to Rule 13a-15(e) of the Exchange Act.  Please note this
     comment also applies to your Form 10-QSB as of December 31, 2004.

OUR PROPOSED RESPONSE: We will amend our 10-KSB and 10-QSB to remove the wording
after the word  "effective" as proposed above.  See also point (4) below,  which
includes the full proposed revised text for item 8A.

3.   We note your  disclosure  that  "there  have been no  SIGNIFICANT  NEGATIVE
     changes in [your]  internal  controls over financial  reporting  during the
     year ended  September 30,  2004..."  (emphasis  added).  Please revise your
     disclosure  to remove the words  "SIGNIFICANT  NEGATIVE" and to discuss ALL
     charges  in your  internal  control  over  financial  reporting  that  have
     materially  affected,  or that are reasonably likely to materially  affect,
     your internal control over financial reporting,  as required by Item 308(c)
     of Regulation S-B, as amended  effective August 13, 2003.  Please note this
     comment also applies to your Form 10-QSB as of December 31, 2004.

OUR PROPOSED  RESPONSE:  We will amend our 10-KSB and 10-QSB to remove the words
"significant  negative"  as  proposed  above.  See also point (4)  below,  which
includes the full proposed revised text for item 8A.

4.   We note your statement that a "control system,  no matter how well designed
     and operated, can provide only reasonable, not absolute, assurance that the
     objectives of the control  system are met..." We also note your  disclosure
     that  "[t]hese  controls  and  procedures"  are  designed  to provide  only
     reasonable  assurance  of  achieving  their  objectives.  Please  revise to
     clarify  whether these  statements and the other  statements  regarding the
     limitations  of your  systems  of  controls  that  currently  appear in the
     fourth,  fifth and sixth paragraphs relate to your disclosure  controls and
     procedures,  your internal  control over financial  reporting,  or both. In
     addition,  if your revised  disclosure  continues to contain any statements
     suggesting  that your  disclosure  controls and procedures  "cannot provide
     absolute assurance" or "can provide only reasonable assurance" of achieving
     their objectives,  please revise the paragraph in which any such statements

<PAGE>

                                      -3-

     appear  to also  state  clearly,  if true,  that your  principal  executive
     officer and principal financial officer have concluded that your disclosure
     controls and procedures are effective at that reasonable  assurance  level.
     Please refer to Section II.F.4 of Management's  Reports on Internal Control
     Over Financial  Reporting and  Certification  of Disclosure in Exchange Act
     Periodic  Reports,  SEC Release No.  33-8238,  available  on our website at
     http://www.sec.gov/rules/final/33-8238.htm.  Please note this  comment also
     applies to your Form 10-QSB as of December 31, 2004.

OUR PROPOSED  RESPONSE:  We will amend our 10-KSB and 10-QSB to replace the text
discussed above for item 8A, so that it will now read as follows:

     "Our  management  has   responsibility  for  establishing  and  maintaining
     adequate  internal control over financial  reporting for us. Our management
     uses a framework for establishing these internal  controls.  This framework
     includes  review of  accounting  detailed  records on at least a  quarterly
     basis by multiple senior officers of National  Scientific,  at least one of
     whom operates outside of the corporate finance and accounting area, and one
     of whom operates within the area of corporate finance and accounting.  This
     review process includes review of significant accounting records and source
     documents, such as general journal entry records, accounts payable records,
     and monthly bank statement reconciliations. Documentary records are kept of
     this review process.

     The Company  carried out an evaluation,  under the supervision and with the
     participation  of the Company's  management,  including its Chief Executive
     Officer  and Acting  Chief  Financial  Officer  and its  President,  of the
     effectiveness, as of September 30, 2004, of the design and operation of the
     Company's  disclosure controls and procedures pursuant to Exchange Act Rule
     13a-15(e).  Based upon that  evaluation,  the Chief  Executive  Officer and
     Acting  Chief  Financial  Officer  and its  President  concluded  that  the
     Company's disclosure controls and procedures are effective.

     There have been no  changes  in the our  internal  control  over  financial
     reporting  during the year ended  September  30, 2004 that have  materially
     affected,  or are  reasonably  likely to materially  affect,  the Company's
     internal control over financial reporting.

     The  controls and  procedures  for our  disclosure  as well as our internal
     controls over financial  reporting are processes  designed by, or under the
     supervision of, the principal  executive and principal  financial officers,
     and effected by the board of directors,  management and other personnel, to
     provide  reasonable   assurance  regarding  the  reliability  of  financial
     reporting and the preparation of financial statements for external purposes
     in accordance with generally  accepted  accounting  principles.  We believe
     that a control  system,  no matter how well designed and  operated,  cannot
     provide  absolute  assurance  that the objectives of the control system are
     met, and no evaluation of controls can provide absolute  assurance that all
     control issues and instances of fraud,  if any,  within a company have been
     detected.  However,  our Chief Executive Officer and Acting Chief Financial
     Officer and its President  have  concluded  that the  Company's  disclosure
     controls and  procedures  and its  internal  controls  and  procedures  are
     effective at providing that reasonable level of assurance.

<PAGE>

                                      -4-

     Our management  believes that upon significant  future growth in the number
     of  accounting  transactions  we  process,  perhaps  within  the next year,
     additional  review and  enhancement of internal  controls will be required.
     Our management is planning to assign  additional  staff resources to assist
     with support for growth in the internal  controls area when the increase in
     transaction  velocity  dictates this as a prudent step in order to maintain
     our effective level of internal controls.

     Our external auditors,  Hurley and Company,  have not issued an attestation
     report on management's  assessment of the Company's  internal  control over
     financial  reporting,  as it is not yet required since the Company has less
     than $75 million in "public float."

STATEMENTS OF CASH FLOWS - PAGE F-12

5.   We note that cash flow from operations in 2004 was positively impacted by a
     $65,501 increase in accounts payable and accrued expenses.  However,  based
     on the balance sheet, it appears that accounts payable and accrued expenses
     have  decreased  $154,249  from  September  30, 2003 to September 30, 2004.
     Supplementally  reconcile  the  change on the  balance  sheet to the change
     presented  on  the  statement  of  cash  flows,  and  provide   appropriate
     discussion of the reconciling items. In addition,  revise future filings to
     provide  appropriate  disclosure  of any  non-cash  changes in the accounts
     payable  and  accrued  expenses.  Please  also refer to our  comment  below
     regarding stock issued for services.

OUR  PROPOSED  RESPONSE:  Accounts  payable and accrued  expenses  decreased  by
$154,249  from $643,420 at September 30, 2003 to $489,171 at September 30, 2004.
The decrease  resulted from a decrease in trade  payables of $37,538,  and a net
decrease in accrued  expenses of  $116,711.  The accrued  expense  decrease  was
partly attributable to the conversion, by our CEO and Chairman, of approximately
$150,000 of back pay and accrued  vacation pay to our  restricted  common stock,
the reduction of $69,750 from our stock  retainage  pool with the issue of issue
of 500,000 shares under the stock retainage  program and an increase of $103,039
in accrued expenses. As a result of the foregoing,  cash flow from operations in
2004 was  positively  impacted by a $65,501  increase  in  accounts  payable and
accrued expenses.

Also, we will ensure that future filings comply with this guidance.

NOTE 2 - DEVELOPMENT STAGE OPERATIONS - PAGE F-17

6.   We note that you have  commenced  your planned  principal  operations  have
     commenced  and  that  you  have  begun  to  realize   revenues  from  these
     operations.  We also note that your  primary  costs  relate to salaries and
     benefits of  administration  and marketing  personnel  and other  expenses,
     which include insurance costs,  marketing  expenses,  filing fees and legal
     expenses.  Tell us why you believe you meet the criteria of paragraphs  8-9
     of SFAS 7 for reporting as a development stage enterprise.

OUR PROPOSED  RESPONSE:  SFAS 7 notes that a development  stage  enterprise will
typically  be  devoting  most of its  efforts to  activities  such as  financial
planning,  raising capital,  research and development,  establishing  sources of

<PAGE>

                                      -5-

supply and  developing  markets.  While we have now  started to have some sales,
most of the effort of management  has been to do exactly those  activities.  You
have  correctly  noted that much of our costs relate to salaries and benefits of
administration and marketing personnel, but those are the people who are raising
the capital and trying to develop a viable market for the  products.  The filing
and legal fees are an  unfortunate  part of raising the capital as well. A small
portion of our legal fees relate to our patents and the research and development
side of the  Company.  We are hoping that we have found a niche in school  buses
that will allow us to focus our resources on running the operations  rather than
developing a going concern.

NOTE 5 - EARNINGS PER SHARE - PAGE F-19

7.   We note your  disclosure  at the end of this footnote  regarding  potential
     cash proceeds to be received upon exercise of all outstanding  common stock
     equivalents.  Please  supplementally  tell us your basis for including such
     disclosure.  We note that a large number of your common  stock  equivalents
     have been cancelled or forfeited in the past.  Further,  we note that as of
     September 30, 2004, it appears that a large number of  outstanding  options
     and warrants  have  exercise  prices  above the current  market  price.  We
     believe this disclosure may be confusing to investors as it does not appear
     that such  exercise of common stock  equivalents  is  reasonably  likely to
     occur. If you wish to include this disclosure in future filings, we believe
     you should limit your  disclosure of potential  proceeds to only those that
     would be received from vested in-the-money options and warrants.

OUR PROPOSED  RESPONSE:  This disclosure  represented our attempt to comply with
FAS 148. In all future filings,  we will ensure that if any such disclosures are
made by us, that they are limited to disclosure of potential proceeds that would
be received from vested in-the-money options and warrants, as suggested above.

NOTE 8 - RELATED PARTY TRANSACTIONS - PAGE F-21

8.   We note  your  disclosure  that the sales  goals  for the  stock  retainage
     program  were not met in 2003.  We also note that the program was  extended
     into 2004.  Based on fiscal  year 2004 sales  levels,  it appears  that the
     goals were not met in 2004 either. Finally, we note your disclosure that no
     shares were added to the  program in 2004.  However,  we note that  500,000
     shares  are  shown  as  being  issued  in  the   statement  of  changes  in
     shareholders'  equity  (deficit) for 2004  relating to the stock  retainage
     program.  Supplementally  provide  details of th

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

March 9, 2005

Via Facsimile and U.S. Mail

Michael A. Grollman
Chairman, Chief Executive Officer and
     Acting Chief Financial Officer
National Scientific Corporation
14505 North Hayden Road, Suite 305
Scottsdale, AZ  85260

	Re:	National Scientific Corporation
		Form 10-KSB for the fiscal year ended September 30, 2004
			Filed December 29, 2004
		File No. 0-28745

Dear Mr. Grollman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the fiscal year ended September 30, 2004

Item 8A. Controls and Procedures - Page 42

1. We note your statement that your chief executive officer and
your
chief financial officer have concluded that the "disclosure
controls
and procedures are effective as of September 30, 2004 for a
Company
its size" (emphasis added).  It does not appear that your
certifying
officers have reached an unqualified conclusion that your
disclosure
controls and procedures are effective.  Please revise to address
your
officers` conclusions regarding the effectiveness of your
disclosure
controls and procedures.  Please note this comment also applies to
your Form 10-QSB as of December 31, 2004.

2. We note your statement included in your disclosure that
management
has concluded that your disclosure controls and procedures are
effective "to timely alert them to material information relating
to
the Company (including its consolidated subsidiaries) required to
be
included in the Company`s Exchange Act filings.  The language that
is
currently included after the word "effective" in your disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
to clarify, if true, that your officers have also concluded that
your
disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  Refer to Rule 13a-15(e) of the Exchange Act.  Please
note this comment also applies to your Form 10-QSB as of December
31,
2004.

3. We note your disclosure that "there have been no significant
negative changes in [your] internal controls over financial
reporting
during the year ended September 30, 2004..." (emphasis added).
Please revise your disclosure to remove the words "significant
negative" and to discuss all changes in your internal control over
financial reporting that have materially affected, or that are
reasonably likely to materially affect, your internal control over
financial reporting, as required by Item 308(c) of Regulation S-B,
as
amended effective August 13, 2003.  Please note this comment also
applies to your Form 10-QSB as of December 31, 2004.

4. We note your statement that a "control system, no matter how
well
designed and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met..."
We
also note your disclosure that "[t]hese controls and procedures"
are
designed to provide only reasonable assurance of achieving their
objectives.  Please revise to clarify whether these statements and
the other statements regarding the limitations of your systems of
controls that currently appear in the fourth, fifth and sixth
paragraphs relate to your disclosure controls and procedures, your
internal control over financial reporting, or both.  In addition,
if
your revised disclosure continues to contain any statements
suggesting that your disclosure controls and procedures "cannot
provide absolute assurance" or "can provide only reasonable
assurance" of achieving their objectives, please revise the
paragraph
in which any such statements appear to also state clearly, if
true,
that your principal executive officer and principal financial
officer
have concluded that your disclosure controls and procedures are
effective at that reasonable assurance level.  Please refer to
Section II.F.4 of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238, available on our
website
at <http://www.sec.gov/rules/final/33-8238.htm>.  Please note this
comment also applies to your Form 10-QSB as of December 31, 2004.

Statements of Cash Flows - Page F-12

5. We note that cash flow from operations in 2004 was positively
impacted by a $65,501 increase in accounts payable and accrued
expenses.  However, based on the balance sheet, it appears that
accounts payable and accrued expenses have decreased $154,249 from
September 30, 2003 to September 30, 2004.  Supplementally
reconcile
the change on the balance sheet to the change presented on the
statement of cash flows, and provide appropriate discussion of the
reconciling items.  In addition, revise future filings to provide
appropriate disclosure of any non-cash changes in the accounts
payable and accrued expenses.  Please also refer to our comment
below
regarding stock issued for services.

Note 2 - Development Stage Operations - Page F-17

6. We note that you have commenced your planned principal
operations
have commenced and that you have begun to realize revenues from
these
operations.  We also note that your primary costs relate to
salaries
and benefits of administration and marketing personnel and other
expenses, which include insurance costs, marketing expenses,
filing
fees and legal expenses.  Tell us why you believe you meet the
criteria of paragraphs 8-9 of SFAS 7 for reporting as a
development
stage enterprise.

Note 5 - Earnings per Share - Page F-19

7. We note your disclosure at the end of this footnote regarding
potential cash proceeds to be received upon exercise of all
outstanding common stock equivalents.  Please supplementally tell
us
your basis for including such disclosure.  We note that a large
number of your common stock equivalents have been cancelled or
forfeited in the past.  Further, we note that as of September 30,
2004, it appears that a large number of outstanding options and
warrants have exercise prices above the current market price.  We
believe this disclosure may be confusing to investors as it does
not
appear that such exercise of common stock equivalents is
reasonably
likely to occur.  If you wish to include this disclosure in future
filings, we believe you should limit your disclosure of potential
proceeds to only those that would be received from vested in-the-
money options and warrants.

Note 8 - Related Party Transactions - Page F-21

8. We note your disclosure that the sales goals for the stock
retainage program were not met in 2003.  We also note that the
program was extended into 2004.  Based on fiscal year 2004 sales
levels, it appears that the goals were not met in 2004 either.
Finally, we note your disclosure that no shares were added to the
program in 2004.  However, we note that 500,000 shares are shown
as
being issued in the statement of changes in shareholders` equity
(deficit) for 2004 relating to the stock retainage program.
Supplementally provide details of the 500,000 shares issued in
2004
relating to the stock retainage program.  Your response should
include discussion of who received the shares and why.

Note 10 - Stock Options and Warrants - Page F-23

9. Please revise future filings to provide the following
additional
disclosures required by SFAS No. 123:

a) In accordance with paragraph 47(b), provide the weighted
average
grant date fair value of options granted during the year.  Such
disclosure should be made separately for options with exercise
prices
that (1) equals, (2) exceeds, and (3) is less than the fair market
value of the options on the grant date.

b) In accordance with paragraph 47(c), provide the number and
weighted average grant date fair value of equity instruments other
than options.

c) In accordance with paragraph 47(e), provide the total
compensation
cost recognized in income for stock-based employee compensation
awards.

d) In accordance with paragraph 48, provide the weighted average
remaining contractual life of all options and the weighted average
exercise price of options currently exercisable.

10. We note that in 2004 you issued options to consultants in
exchange for services received.  These options vested immediately
and
had exercise prices below the then-current market value.  Tell us
how
you recorded this option issuance in your financial statements for
2004.  In addition, tell us how you calculated the fair value of
this
option issuance.

11. We also note your disclosure on page 34 that "during fiscal
2003,
substantially all option grants were issued to employees."
Provide
us with details of any option grants issued to non-employees,
including how you calculated the fair value of such option
issuances
and how the amounts are reflected in the financial statements.

12. Revise future filings to clearly describe all significant
stock
transactions, including issuance of stock, warrants and options to
non-employees for services.  Clearly describe how and when you
record
such issuances in your financial statements.  If recording items
in
the financial statements involved making estimates of fair value,
your disclosures should clearly state your method and basis for
making such estimates.

13. We note that you have issued certain warrants in connection
with
stock offerings and debt transactions.  Revise future filings to
clearly describe how you account for these warrants, including how
you allocated amounts between the debt and equity for the January
2004 transaction.

Exhibit 31 - Certificate of the Chief Executive Officer and Acting
Chief Financial Officer

14. We note that the certification filed as Exhibit 31 was not in
the
proper form. The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31 pursuant to Part III.E of
Release
No. 8238. Accordingly, please file amendments to your Forms 10-KSB
and 10-QSB that include the entire filings together with the
certification of your current CEO and acting CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

* * * * * * * *

      As appropriate, please amend your September 30, 2004 Form
10-
KSB and respond to these comments within 10 business days or tell
us
when you will provide us with a response.  You may wish to provide
us
with marked copies of the amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2813 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 942-1984.

						Sincerely,

						Daniel Gordon
						Branch Chief

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Mr. Michael A. Grollman
National Scientific Corporation
March 9, 2005
Page 1

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