VIA EDGAR AND EMAIL
November 30, 2015
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Attn: Katherine Wray, Attorney-Advisor
| Re: | LifeAppsDigitalMediaInc. | |
| Preliminary Information Statement on | ||
| Schedule 14C Filed November 19, 2015 | ||
| File No. 000-54867 |
Dear Ms. Wray:
On behalf of our client, LifeApps Digital Media Inc. (the “Company”), we are submitting this letter in response to your comments in the letter from you to Mr. Robert Gayman, Chief Executive Officer of the Company, dated November 25, 2015 (the “Letter”). The Company concurrently is filing Amendment No. 1 to the Preliminary Information Statement on Schedule 14C (the “Amendment”), which incorporates the revisions discussed below.
For your convenience, we have listed below in bold your comments from the Letter, together with responses by us on behalf of the Company. Please note that the responses are based on information provided to us by the Company. In addition, we are enclosing with the copy of this letter being sent to you by email a black lined copy of the Amendment marked against the Preliminary Schedule 14C filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2015.
General
| 1. | On page 1, you indicate that you received the written consent of stockholders holding 149,386,442 shares of your common stock. However, in your Form 8-K filed November 2, 2015 you indicate that you received the written consent of stockholders holding 149,715,385shares of your common stock. Please reconcile this discrepancy oradvise. |
RESPONSE:The Company has revised the Amendment to insert the correct number.
| 2. | In light of your reverse stock split and increase in authorized shares of common stock, please tell us in your response letter whether you presently have any plans, proposals or arrangements to issue any of the newly available shares of common stock for any purpose, including future acquisitions and/or financings. If not, revise your disclosure to state that you have no such plans, proposals, or arrangements, written or otherwise, atthis time to issue any of the newly available shares of commonstock. |
RESPONSE:The Company has revised the disclosure in the Amendment accordingly.
| 3. | Please expand the table on page 4 to disclose the number of shares of common stock currently authorized, issued and outstanding, reserved for issuance, and authorized but unissued, as well as the number of shares in those same categories after completion of the reverse stock split and increase in authorizedshares. |
RESPONSE:The Company has revised the Amendment to expand the table as requested.
2012 Equity Incentive Plan; 2012 Plan Amendment, page7
| 4. | Please revise to identify each class of persons who will be eligible to participate in the 2012 Equity Incentive Plan, indicate the approximate number of persons in each such class, and state the basis of such participation. See Item 10(a)(1) of Schedule 14A, which applies to you per Item 1 of Schedule14C. |
RESPONSE:The Company has revised the Amendment to include the required information.
| 5. | Please provide the information specified in the New Plan Benefits table under Item10(a) of Schedule 14A. Disclose whether you presently have any plans to make grants under the plan or whether such grants are determinable. If not, please provide a representation in your filing to thateffect. |
RESPONSE:The Company has revised the Amendment to include the required information.
| 6. | Please include the 2012 Equity Incentive Plan as AppendixB. |
Weurgeallpersonswhoareresponsiblefortheaccuracyand adequacyof thedisclosureinthefilingtobecertain thatthefilingincludestheinformationthe Securities ExchangeActof1934andallapplicableExchangeActrulesrequire.Sincethe companyanditsmanagement areinpossessionofallfactsrelatingto acompany’sdisclosure,they areresponsiblefortheaccuracy and adequacyof thedisclosurestheyhave made.
Inrespondingtoourcomments,pleaseprovideawrittenstatement fromthecompanyacknowledgingthat:
| · | the companyisresponsiblefortheadequacy andaccuracyof thedisclosureinthefiling; |
| · | staffcomments orchanges todisclosureinresponse to staffcomments donotforeclosetheCommissionfromtakinganyactionwithrespect tothefiling;and |
| · | the companymaynotassertstaffcommentsasa defenseinanyproceedinginitiatedbytheCommissionorany personunder thefederalsecuritieslawsof the UnitedStates. |
RESPONSE:The Company provided the required written statement in a separate letter filed herewith.
2
If you have any questions with respect to this letter, please contact me at 212-400-6900. Thank you for your consideration.
Very truly yours,
/s/ Paul C. Levites, Esq.
cc: Mitchell Austin, Staff Attorney
Gabriel Eckstein, Staff Attorney
Securities and Exchange Commission
Robert Gayman, Chief Executive Officer
LifeApps Digital Media Inc.
3
