PEARLMAN LAW GROUP LLP
Attorneys-at-Law
2200 Corporate Boulevard, N.W., Suite 210
Boca Raton, Florida 33431-7307
Telephone |
| Facsimile |
(561) 362-9595 |
| (561) 362-9612 |
May 30, 2017
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Josh Shainess
Re:
Social Reality, Inc.
Registration statement on Form S-3
SEC File No. 333-218131
Filed May 19, 2017
Ladies and Gentlemen:
This firm represents Social Reality, Inc. (the "Company"). We are in receipt of the staff's oral comments on May 24, 2017 on the above captioned filing. Below are the Company's responses to such comments. Concurrently the Company has filed Pre-Effective Amendment No. 1 to the registration statement on Form S-3 ("Amendment No. 1").
1.
Amendment No. 1 has been revised to clearly indicate that the Debenture Offering has closed and that matter which is being submitted for a vote of the Company's stockholders at its upcoming special meeting being held on June 23, 2017 (see DEF14A filed May 22, 2017) is the possible issuance of in excess of 20% of the Company's outstanding Class A common stock prior to the Debenture Offering in accordance with Nasdaq Marketplace Rule 5635(d) and not the approval of the Debenture Offering itself. Please see page 5 of Amendment No. 1.
2.
Mr. Hannan's title on the signature page of Amendment No. 1 has been expanded to include "principal accounting officer."
We trust the foregoing sufficiently responds to the staff's comments. We will call Mr. Shainess in the next few days to discuss the Company's filing of a request for acceleration of the above-captioned registration statement.
| Sincerely, |
|
|
| /s/ Brian A. Pearlman |
| Brian A. Pearlman |
cc:
Social Reality, Inc.
