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