| BARNETT & LINN | ||
| ATTORNEYS AT LAW | ||
| 23548 Calabasas Road, Suite 106 • Calabasas, CA 91302 | ||
| www.barnettandlinn.com | ||
| WILLIAM B. BARNETT | TELEPHONE: 818-436-6410 | |
| Attorney/Principal | FACSIMILE: 818-223-8303 | |
| wbarnett@wbarnettlaw.com |
September 7, 2017
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
| Attn: | Sonia Gupta Barros, Assistant Director |
| Bryan Hough, Staff Attorney | |
| Peter McPhun, Staff Accountant | |
| Eric McPhee, Staff Accountant |
| Re: | Forge Innovation Development Corp. (“Registrant” and/or “Company”) | |
| Amendment No. 4 to Registration Statement on Form S-1 | ||
| Filed on May 26, 2017 | ||
| File No. 333-218248 |
Gentlepersons:
The Registrant hereby files its Amendment No. 4 to Registration Statement on Form S-1 (“Amendment No. 4”). The Amendment No. 4 has been revised in accordance with the Commission’s comment letter dated August 30, 2017 (“Comment Letter”). To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 4 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
General
1. In accordance with your comment we have updated our financial statements through the fiscal quarter ended June 30, 2017 in accordance with Rule 8-08 of Regulation S-X. Consistent with the new financials we have updated our MD&A section, and those few areas that required updates that relate to the new financials.
Enclosed with this letter is a letter from the Chief Executive Officer of the Registrant acknowledging, among other things, the Registrant’s responsibility for the adequacy and accuracy of the disclosure in the filing.
We believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon as possible should you have any further questions or comments.
Thank you for your cooperation and courtesies in this matter.
| Very truly yours, | ||
 | ||
| Barnett & Linn | ||
| William B. Barnett |
WBB: scc
cc/ Mr. Liang, President
FORGE INNOVATION DEVELOPMENT CORP.
17700 Castleton Street, Suite 469
City of Industry, California 91748
Tele: (626) 361-1393
September 7, 2017
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
| Attn: | Sonia Gupta Barros, Assitant Director |
| Bryan Hough, Staff Attorney | |
| Peter McPhun, Accountant | |
| Eric McPhee, Accountant |
| Re: | Forge Innovation Development Corp. (“Registrant” and/or “Company”) | |
| Amendment No. 4 to Registration Statement on Form S-1 | ||
| Filed on May 26, 2017 | ||
| File No. 333-218248 |
Gentlepersons:
Please be advised that, on behalf of the Registrant, I hereby acknowledge the following:
| ● | Should the Securities and Exchange Commission (the “SEC”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing; | |
| ● | The action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and | |
| ● | The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| By: | /s/ Patrick Liang | |
| Patrick Liang, President | ||