Mail Stop 4561
August 22, 2018
Alex Mardikian
Chief Executive Officer
OBITX, Inc.
4720 Salisbury Road
Jacksonville, FL 32256
Re: OBITX, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 17, 2018
File No. 333-222978
Dear Mr. Mardikian:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our April 20,
2018 letter.
General
1. We note your response to prior comment 1. Please file your agreements
with
ICOMethod, LLC, a related party, as an exhibit to the registration
statement pursuant to
Item 601(b)(10) of Regulation S-K.
2. Your response to prior comment 2 indicates that it is your "inevitable
intent" to accept
digital assets as compensation for services rendered. Please also
disclose whether you
plan to hold digital assets for investment.
3. You disclose that you purchased 25 digital currency ATMs in December
2017 and that
you accepted 10 digital currency ATMs from KrypNetwork in exchange for
payment of
an account receivable in May 2018. Further, we note the statement in
mCig's January 17,
Alex Mardikian
OBITX, Inc.
August 22, 2018
Page 2
2018 press release that you have "made plans to deploy" these ATMs and
that such
activity will bring "additional revenues and profits." Please describe
the nature, design,
and status of these ATMs as well as how you will generate revenue from
them. In this
regard, you should identify the digital assets that may be purchased or
sold on these
ATMs. Also, disclose whether you will provide custodial services and
whether this
business will be subject to federal and state regulations that apply to
money transmitters.
Refer to Item 101(h)(4) of Regulation S-K. File any agreements with
KrypNetwork as an
exhibit pursuant to Item 601(b)(10) of Regulation S-K. Finally, provide
us with a
detailed explanation as to why you believe this business does not
involve activities that
may require you to register as a broker under Section 15(b) of the
Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Operating Results, page 47
4. Please revise the Net Income amount disclosed on page 48 of $690,533 as
it does not
agree to your actual net income of $688,735.
Notes to Financial Statements for the fiscal year ended January 31, 2018
Note 4. Property, Plant and Equipment, page F-11
Note 10. Warrants, page F-14
5. Please revise to disclose the accounting treatment for your newly issued
warrants. Refer
to guidance in ASC 505-10-50-3.
Notes to Financial Statements for the quarter ended April 30, 2018
Note 1. Organization and Basis of Presentation
Revenue Recognition Policies, page F-18
6. We note your statement on page F-10 that you adopted ASU 2014-09 during
fiscal year
2017. However, we also note in your Form S-1 Amendment filed on March
23, 2018 that
you intended to adopt ASC 606 effective February 1, 2018 (first quarter
of fiscal year
2019). It does not appear your disclosures herein comply with the
guidance in ASC 606.
Please revise to clarify when you adopted this standard, and include all
disclosures
required by ASC 606. Further, revise the statement on page F-10 that ASU
2015-08
relates to recognition from contracts with customers, as that ASU
pertains to business
combinations.
Alex Mardikian
OBITX, Inc.
August 22, 2018
Page 3
You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572
or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551-3226 if you have questions
regarding comments
on the financial statements and related matters. Please contact Bernard Nolan,
Attorney-Adviser,
at (202) 551-6515 or, in his absence, me at (202) 551-3453 with any other
questions. If you
require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551-
3735.
Sincerely,
/s/ Jan Woo
Jan Woo
Legal Branch Chief
Office of
Information
Technologies and
Services
cc: Thomas G. Amon
Law Office of Thomas G. Amon