Icon Vapor, Inc.
8525 Arjons Drive, Suite A
San Diego, CA 92126
(858) 564-9513
March 25, 2015
Ms. Amanda Ravitz
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
| Re: | Icon Vapor, Inc. |
Amendment No. 5 to Registration Statement on Form 10
Filed February 17, 2015
File No. 000-55284
Dear Ms. Ravitz:
Icon Vapor, Inc., a California corporation (the “Company”), has received and reviewed your letter of March 9, 2015, pertaining to Company’s Amended Registration Statement on Form 10 as filed with the Securities & Exchange Commission (the “Commission”) on February 17, 2015, (the “Filing”), File No. 000-55284.
Specific to your comments, please find our responses below. The following numbered responses correspond to those numbered comments as set forth in the comment letter dated March 9, 2015.
1.Please revise your risk factors to address (1) whether the amended Form 1-A was ever qualified and (2) whether, due to the modification of the option agreement, the resale of the shares by Kodiak was properly conducted under Regulation A or some other exemption from registration.
RESPONSE:
We have revised the Filing accordingly, see page
In connection with the Company’s responding to the comments set forth in the March 9, 2015, letter, the Company acknowledges 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. |
A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.
| Very truly yours, | |
| /s/ Daniel Balsiger | |
| Daniel Balsiger | |
| CEO and President |
