BARNETT & LINN | ||
ATTORNEYS AT LAW | ||
23548 Calabasas Road, Suite 106 ● Calabasas, CA 91302 | ||
www.barnettandlinn.com | ||
WILLIAM B. BARNETT | TELEPHONE: 818-436-6410 | |
Attorney/Principal | FACSIMILE: 818-223-8303 | |
wbarnett@wbarnettlaw.com |
July 26, 2018
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Attn: | Barbara C. Jacobs, Assistant Director | |
Folake Ayoola, Special Counsel | ||
Bernard Nolan, Attorney-Advisor | ||
Kathleen Collins, Accounting Branch Chief | ||
Melissa Kindelan, Staff Accountant |
Re: | FDCTech, Inc.(formerly Forex Development Corporation) (“Registrant” and/or “Company”) | ||
Amendment No. 7 to Registration Statement on Form S-1 | |||
Filed on November 22, 2017 | |||
File No. 333-221726 |
Gentlepersons:
The Registrant hereby files its Amendment No. 7 to Registration Statement on Form S-1 (“Amendment No.7). The Amendment No.7 has been revised in accordance with oral comments received on July 25, 2018 from Mr. Bernard Nolan, Attorney-Advisor (“Mr. Nolan”).
To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 7 “marked to show changes”, and our responses below correspond to each comment number referred to by Mr. Nolan.
Oral Comments
Prior Comment 1 from the SEC May 15, 2018 Comment Letter
1. In accordance with your comment, we have added disclosure regarding the terms of termination relating to the Agreement under “Company Overview” on page 3.
Exhibit 10.9
2. In accordance with your comment we have attached Exhibit A to Revised Exhibit 10.15.
Risk Factor
3. In accordance with your comment we have added a Risk Factor regarding indirect consequences to the Registrant in the event of adverse regulations directed to our clients who are dealing in Cryptocurrency and FX business.
Comment 3 from the SEC May 15, 2018 Comment Letter.
4. In accordance with your comment we have added disclosure to the second to the last paragraph on page 16 relating to the percentage of revenues contributed by the agreement.
Note 1 to Notes to financial Statements.
5. In accordance with your comment we have deleted any reference to research conducted by Citi from Note 1 on page 13.
Comment Regarding Months Registrant Can Support Operations with Current Assets
We respectively refer you to the third paragraph under “Liquidity and Capital Resources” on page 25, where the Registrant discusses its ability to continue its operations for the next 12 months.
We believe that we have responded to all your oral comments, fairly and reasonably. Please do not hesitate to contact the undersigned as soon as possible should you have any further questions or comments.
Thank you for your cooperation and courtesies in this matter.
Very truly yours, | |
Barnett & Linn | |
William B. Barnett |
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cc/ Mr. I. Firoz, CFO
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