United States securities and exchange commission logo





                             November 24, 2020

       Steve Smith
       Chief Executive Officer
       DecisionPoint Systems, Inc.
       8697 Research Drive
       Irvine, California 92618

                                                        Re: DecisionPoint
Systems, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed November 10,
2020
                                                            File No. 333-245695

       Dear Mr. Smith:

             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 16, 2020 letter.

       Amendment No. 2 to Form S-1 filed November 10, 2020

       Selling Security Holders, page 27

   1.                                                   In response to prior
comment 4, you disclose that the shares being offered by Taglich
                                                        Brothers, Inc. were not
received as any form of underwriting compensation. Please
                                                        identify Taglich
Brothers, Inc. as an underwriter for the offering of its shares.
                                                        Furthermore, since
Taglich Brothers, Inc. is an underwriter, and the company is not
                                                        eligible to conduct an
at-the-market offering, provide a fixed price at
                                                        which Taglich Brothers,
Inc. will set its shares for the duration of the offering.
 Steve Smith
DecisionPoint Systems, Inc.
November 24, 2020
Page 2
Index to Consolidated Financial Statements
Note 2: Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-9

2.    Your response to prior comment 8 states that your obligation is to
provide a tailored final
      product. Please explain further to us the nature of the implementation,
installation and
      customization services performed on the software and hardware in a
typical arrangement.
      In your response, provide an example that walks us through an arrangement
in which you
      have provided a tailored solution for one of your significant customers
and explain the
      specific services provided by the company versus those provided by
third-parties.
3.    You state on page 49 that in some cases tailoring of the ISV's software
products may be
      performed by the ISV themselves. Please tell us how you determined that
recognizing
      revenue on a gross basis when the ISV is tailoring their own products to
fit your client's
      needs is appropriate. Describe the specific services provided by the ISV
versus those, if
      any, provided by the company in these circumstances and clarify how the
ISV is
      compensated for such services. Also, tell us the amount of revenue
recognized from the
      sale of ISV software products versus the company's own software products
for each
      period presented.
4.    Your response to prior comment 11 includes a separate discussion of
"third-party provided
      services - hardware and software" and "software and hardware maintenance
support
      plans." Please tell us whether these represent the same service offerings
or explain, in
      detail the different services provided under each. Clarify the specific
services under each
      plan that are performed by third-parties versus those that are performed
by your
      employees. Also, tell us how the warranty and maintenance services are
impacted, if at
      all, by the company's customization of the OEM's hardware or software
products.
        You may contact Megan Akst, Staff Accountant, at (202) 551-3407 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at
(202) 551-6711 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.



                                                            Sincerely,
FirstName LastNameSteve Smith
                                                            Division of
Corporation Finance
Comapany NameDecisionPoint Systems, Inc.
                                                            Office of
Technology
November 24, 2020 Page 2
cc:       Peter F. Waltz, Esq.
FirstName LastName