HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ harttrinen@aol.com
Will Hart (303) 839-0061 Fax: (303) 839-5414
April 26, 2017
John Stickel
Mail Stop 3561
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: The Diamond Cartel, Inc.
Registration Statement on Form S-1
File No. 333-215884
This office represents The Diamond Cartel, Inc. (the "Company"). Amendment
No. 1 to the Company's Registration Statement has been filed with the
Commission. This letter provides the Company's responses to the comments
received from the staff by letter dated March 2, 2017. The paragraph numbers in
this letter correspond with the numbered paragraphs in the staff's comment
letter. The numbers under the "Page No." column refer to the pages in the
Company's Registration Statement where the Company's response to the particular
comment can be found.
Page No.
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1. The Registration Statement has been modified such
that only shares which will be issued in connection
with the acquisition of another company are being
registered. As a result, there are no selling
shareholders and no offering proceeds. 3
2. See response to comment #1. N/A
3. See response to comment #1. N/A
4. Comment complied with. 3
5. See response to comment #1. N/A
6. See response to comment #1. N/A
7. Comment complied with. 8, 9, 10
8. We have amended the prospectus to disclose
that approximately 256,000 shares can be sold
pursuant to Rule 144. These 256,000 shares were
issued at the time the Company was not a shell
corporation. 10
Page No.
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9. Comment complied with. 12
10. Comment complied with. 13
11. The Company does not believe that the
Company's status as a blank check company
will be a deterrent to a potential target
business. The acquisition of another business
will likely result in a "reverse merger" since
the management of the acquired business will
most likely be the new management of the
Company. Most reverse mergers are with blank
check companies. N/A
12. Comment complied with. 17
13. See response to comment #1. N/A
14. Comment complied with. 17
15. The disclosure which is the subject of this
comment has been modified. 16
16. The disclosure which is the subject of this
comment has been modified. 16
17. Comment complied with. 17
18. The disclosure which is the subject of this
comment has been removed from the prospectus. 18
19. Comment complied with. 19
20. The Selling Shareholder section of the
prospectus has been removed. 20
21. See response to comment #20. N/A
22. Page numbers have been added to the table
of contents. If any prospectus is delivered
electronically, the table of contents will
immediately follow the cover page. 23
23. We have modified the prospectus in several
parts to mention that the Company is a Special
Purpose Acquisition Company. 5, 11, 13
24. See response to comment #1. N/A
25. Comment complied with. Exhibit 5
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & HART, LLC
/s/ William T. Hart
By
William T. Hart