United States securities and exchange commission logo





                               October 20, 2020

       Ketan Thakker
       Chief Executive Officer
       RDE, Inc.
       5880 Live Oak Parkway
       Suite 100
       Norcross, GA 30093

                                                        Re: RDE, Inc.
                                                            Amendment No. 1 to
                                                            Offering Statement
on Form 1-A
                                                            Filed October 1,
2020
                                                            File No. 024-11310

       Dear Mr. Thakker:

             We have reviewed your amended offering 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 offering 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 offering 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
September 25, 2020 letter.

       Amendment No. 1 to Form 1-A filed on October 1, 2020

       Risk Factors, page 7

   1.                                                   We note that your forum
selection provision in your bylaws identifies the Court of
                                                        Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
                                                        any "derivative
action." Please revise your offering circular to clearly describe any risks or
                                                        other impacts on
investors. Risks may include, but are not limited to, increased costs to
                                                        bring a claim and that
these provisions can discourage claims or limit investors' ability to
                                                        bring a claim in a
judicial forum that they find favorable. Also disclose whether the
                                                        provision applies to
actions arising under the Securities Act or Exchange Act. In that
 Ketan Thakker
FirstName
RDE, Inc. LastNameKetan Thakker
Comapany
October 20,NameRDE,
            2020     Inc.
October
Page 2 20, 2020 Page 2
FirstName LastName
         regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
         over all suits brought to enforce any duty or liability created by the
Exchange Act or the
         rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. If the
         provision applies to Securities Act claims, please also revise your
offering circular to state
         that there is uncertainty as to whether a court would enforce such
provision and that
         investors cannot waive compliance with the federal securities laws and
the rules and
         regulations thereunder. If the provision does not apply to actions
arising under the
         Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
         the governing documents states this clearly, or tell us how you will
inform investors in
         future filings that the provision does not apply to any actions
arising under the Securities
         Act or Exchange Act.
Although we hope to raise sufficient capital through this Offering to satisfy
the listing
requirements, page 26

2.       We note your response to prior comment 4. However, your disclosure
continues to
         suggest that you are or will become a "public company." Please revise
the second sentence
         of this risk factor to state unequivocably that you are not a public
company. In addition,
         please remove the risk factor on page 14 entitled "We will incur
increased costs as a result
         of being a public company" and your risk factors on pages 23-25 which
continue to refer
         to your status as a public company and an emerging growth company, and
to the
         applicability of Sarbanes-Oxley. Make corresponding revisions
throughout your offering
         statement, as appropriate, to remove the implication that upon
qualification the shares
         offered will be registered or you will be subject to public reporting
requirements.
Operations, page 33

3.       We note your response to prior comment 5. Please tell us whether the
revenues generated
         by Commission Junction are material. In this regard we note that it
receives 3% to 15% of
         the revenues you receive from its leads. If this amount is material,
please quantify and
         disclose it.
Management's Discussion and Analysis of Financial Condiiton and Results of
Operations, page
38

4.       We note your response to prior comment 2 and re-issue. Please revise
your results of
         operations to discuss in greater detail the effect of the pandemic on
your results of
         operations. In this regard, we note your disclosure on page 8 that an
essential part of your
         success depends on restaurants remaining in business and customers
wanting to dine-in. In
         addition, please disclose, as noted in your supplemental response,
that your cards are not
         accepted for payment by third-party platforms that facilitate ordering
and delivery of food
         on-demand. In this regard, your disclosure should note, if true, that
you did not
         experience an increase in revenues associated with the increase in
delivery orders on these
 Ketan Thakker
RDE, Inc.
October 20, 2020
Page 3
      platforms during the pandemic.
        You may contact Robert Shapiro at (202) 551-3273 or Donna Di Silvio at
(202) 551-3202
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202)
551-3264
with any other questions.



                                                         Sincerely,
FirstName LastNameKetan Thakker
                                                         Division of
Corporation Finance
Comapany NameRDE, Inc.
                                                         Office of Trade &
Services
October 20, 2020 Page 3
cc:       Ernest Stern
FirstName LastName