SmartCard Marketing Systems Inc.
20C Trolley Square
Wilmington, DE 19806
November 23, 2022
Via Edgar
Nicholas Nalbantian, Attorney Adviser
Office of Trade & Services
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | SmartCard Marketing Systems Inc. | |
| Amendment No. 3 to Draft Registration Statement on Form S-1 | ||
| Submitted November 16, 2022 | ||
| CIK No. 0000900475 |
Mr. Nalbantian:
The following responses address the comments of the Staff (the “Staff”) as set forth in your letter dated November 21, 2022 (the “Comment Letter”) relating to the above-referenced Amendment No. 3 to Registration Statement on Form S-1 filed November 16, 2022 (the “S-1”) by SmartCard Marketing Systems Inc., a Delaware corporation (the “Company”). The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.
Amendment No. 3 to Draft Registration Statement on Form S-1
Consolidated Financial Statements, page F-1
| 1. | Please update your financial statements in accordance with Article 8.08 of Regulation SX. |
Response
We have updated our financial statements in the S-1 in accordance with Article 8.08 of Regulation SX, accordingly.
***
The Company hereby 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. |
Please do not hesitate to contact our attorney, Evan Costaldo, at 212-709-8333 if you have any questions or comments. Thank you.
| Very truly yours, | |
| /s/ Massimo Barone | |
| Massimo Barone, CEO and Chairman |
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