United States securities and exchange commission logo
January 6, 2021
Steve Smith
Chief Executive Officer
DecisionPoint Systems, Inc.
8697 Research Drive
Irvine, California 92618
Re: DecisionPoint
Systems, Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed December 18,
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
November 24, 2020 letter.
Form S-1/A filed December 18, 2020.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
29
1. We note your disclosure
regarding the uncertainty COVID-19 is having on on your
financial condition and
results of operations even though many of your customers have
been "significantly
impacted by COVID-19." However, the pandemic began affecting
your customers in March
2020; therefore, it is unclear why you are unable to
quantitatively assess
the impact of the pandemic on your results of operations and
financial condition for
the nine months ended September 30, 2020. Please advise or
revise accordingly.
Consider the staff's guidance, CF Disclosure Guidance Staff: Topic
No. 9A published June
23, 2020.
Steve Smith
DecisionPoint Systems, Inc.
January 6, 2021
Page 2
Notes to Consolidated Financial Statements (unaudited)
Note 9. Acquisitions, page F-35
2. You state that the acquisition of ExtenData will be deemed a significant
and therefore, you
intend to provide the financial statements for this entity as well as pro
forma financial
information pursuant to Regulation S-X. Please provide us with your
calculations
regarding the significance of this acquisition and tell us when you
intend to provide such
information. Refer to Rule 3-05(b)(4) of Regulation S-X.
You may contact Megan Akst, Senior 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 Foland,
Attorney-
Advisor at 202-551-6711 or Larry Spirgel, Associate Director at 202-551-3815
with any other
questions.
Sincerely,
FirstName LastNameSteve Smith
Division of
Corporation Finance
Comapany NameDecisionPoint Systems, Inc.
Office of Technology
January 6, 2021 Page 2
cc: Peter F. Waltz, Esq.
FirstName LastName