January 7, 2016
Mr. Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies and Services
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: AppSoft Technologies, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 9, 2015
File No. 333-206764
Dear Mr. Shuman:
This letter sets forth the responses of AppSoft Technologies, Inc. a Nevada corporation (“we,” “us” or the “Company”), to the comments contained in your letter, dated December 22, 2015 (the “Letter”), relating to Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form S-1, File No. 333-206764 (the “Registration Statement”) , filed on December 9, 2015. The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Company are set forth in plain text immediately following each comment.
We are submitting, via EDGAR, Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Enclosed with the paper copy of this letter are five copies of a blacklined version of Amendment No. 3, marked to show revisions made to Amendment No. 2 in response to the Staff’s comments in the Letter. Please note that we have made edits in Amendment No. 3 to correct immaterial grammatical and punctuation errors which appear as marked changes in Amendment No. 3.
Note further that we are omitting from the blacklined paper copy of Amendment No. 3 accompanying this correspondence the financial statements and notes thereto given that there were no changes made to these sections.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3.
Prospectus Summary
Our Company, page 1
| 1. | Regarding your revision in response to prior comment 2, please update the disclosure on page 2 to provide information as of the latest interim period. |
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 2 of Amendment No. 3 to include the accumulated deficit and net loss of the Company as of September 30, 2015.
Item 15. Recent Sales of Unregistered Securities, page 52
| 2. | In accordance with our prior comment 19, please state the facts that you relied on in determining the availability of the exemption. Refer to Item 701(d) of Regulation S-K. |
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised “Item 15. Recent Sales of Unregistered Securities,” appearing on page 52 of Amendment No. 3, to disclose the specific exemption and facts upon which it relied to make the exemption available and to state the facts that the Company relied on in determining the availability of the exemption.
Exhibit 23.1
| 3. | Please refer to prior comment 24. As previously requested, please revise to indicate whether the auditor also consents to the inclusion of their report on the financial statements for the period from March 24, 2015 (date of inception) through May 31, 2015. |
Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that its independent registered public accounting firm has revised its consent, appearing as Exhibit 23.1 filed with Amendment No. 3, (i) to provide that it consents to the inclusion of its report dated July 30, 2015 relating to the financial statements for the period March 24, 2015 (date f inception) through May 31, 2015, and (ii) to indicate that it consents to the reference to its firm as “experts” as disclosed on page 47 of Amendment No. 3.
Please note that we acknowledge the following:
| · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| 2 |
Upon completion of your review of Amendment No. 3, assuming there are no further material comments and the Staff does not otherwise object, we would like to request the effectiveness of the Registration Statement.
We hope that the responses we have provided in this correspondence are helpful and fully resolve the comments raised in your Letter. If you have any questions or further comments, please feel free to contact the undersigned or our counsel, William P. Ruffa, Esq., at 646-831-0320 or by email atbruffa@lawruffa.com.
| Very truly yours, | ||
| APPSOFT TECHNOLOGIES, INC. | ||
| By: | /s/ Brian Kupchik | |
| Brian Kupchik, President | ||
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