Mail Stop 3040
November 20, 2018
Alex Mardikian
Chief Executive Officer
OBITX, Inc.
4720 Salisbury Road
Jacksonville, FL 32256
Re: OBITX, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed November 1, 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 October 25,
2018 letter.
General
1. Your revised disclosure in response to prior comment 1 indicates that
altCUBE and
Cardosaur are serving as agents of payment processors and that you are
paid fees for any
clients that you refer to such third parties, both of which appear to
target entities in the
blockchain technology sector. Please tell us whether ePaymints, the
payment processor
associated with altCube, and the payment processor with which Cardosaur
has a
relationship are required to be licensed under applicable state law and
registered with
FinCEN, and to the extent they are not, provide a risk factor that
addresses the risks
related to the loss of these relationships due to regulation or
otherwise, or advise.
Alex Mardikian
OBITX, Inc.
November 20, 2018
Page 2
Security Ownership of Certain Beneficial Owners and Management, page 52
2. Your disclosure states that the "[p]ercentage of beneficial ownership is
based
on 13,460,000 underlying shares of common stock that consists of
5,460,000 shares of
common stock outstanding as of July 31, 2018, 3,000,000 underlying
shares of common
stock through warrants exercisable within 60 days, and 5,000,000
underlying shares of
common stock of the Series A Preferred Stock outstanding as of July 31,
2018." We
note, however, that with regard to each beneficial owner of your common
stock that is
subject to Item 403 of Regulation S-K, the calculation of such
percentage must exclude
securities that are subject to options, warrants, rights or conversion
privileges held by any
other person. Please revise. Also, reconcile the beneficial ownership
percentages that
you attribute to Mr. Rosenberg in the table on page 52 and the table on
page 53. Refer to
Rule 13d-3(d)(1)(i) of the Exchange Act.
OBITX, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited), page F-16
3. Revise the caption "Accumulated deficit" to title the line as
"Accumulated Earnings" for
the periods ended January 31, 2018 and July 31, 2018.
Notes to Financial Statements
Note 8. Stockholders' Equity, page F-24
4. Revise the note to provide the disclosures under ASC 505-10-50-3 to 50-5
for the Series
A Preferred Stock rights, privileges, preferences and terms.
Alex Mardikian
OBITX, Inc.
November 20, 2018
Page 3
You may contact Brittany Ebbertt, Senior 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