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| David L. Ficksman· (310) 789-1290· dficksman@troygould.com | File No. 3145-1 | |
| January 25, 2013 | ||
VIA EDGAR AND FEDERAL EXPRESS
| Mr. Michael McTiernan Assistant Director United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 |
| Re: | AudioEye, Inc. (the “Company”) Amendment No. 10 to Registration Statement on Form S-1 File No. 333-177463 |
Dear Mr. McTiernan:
Concurrently with the delivery of this letter, the Company is filing via EDGAR pre-effective Amendment No. 10 to the Form S-1 adding the Company’s name to the prospectus cover sheet.
* * *
The Company acknowledges that it is responsible for the accuracy and adequacy of the disclosures contained in the Form S-1, as amended by Amendment No. 10. Concurrently herewith, the Company is filing a request for acceleration which contains the additional acknowledgements requested by the Staff.
Please direct questions regarding this letter to the undersigned at 310-789-1290.
| Very truly yours, | |||
| /s/ David L. Ficksman | |||
| David L. Ficksman | |||
DLF:tms
| cc: | Jorge Bonilla (SEC) Jonathan Wiggins (SEC) Folake Avoola, Esq. (SEC) Nathaniel T. Bradley Constantine Potamianos, Esq. |