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 |
August 18, 2017
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Attn: Sonia Gupta Barros, Assistant Director
Bryan Hough, Staff Attorney
Peter McPhun, Accountant
Eric McPhee, Accountant
Re: Forge Innovation Development Corp. (“Registrant” and/or “Company”)
Amendment No. 3 to Registration Statement on Form S-1
Filed on May 26, 2017
File No. 333-218248
Gentlepersons:
The Registrant hereby files its Amendment No. 3 to Registration Statement on Form S-1 (“Amendment No. 3”). The Amendment No. 3 has been revised in accordance with the Commission’s comment letter dated August 16, 2017 (“Comment Letter”).
To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 3 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
Where You Can Find More Information
Reports to security holders, page 24
1. In accordance with your comment we have deleted all references in the registration statement to the registrant’s ability to incorporate by reference.
Financial Statements and Exhibits
Statement of Operations, page F-13
2. In response to your comment, the Deed of Trust does not represent an obligation of Chicago Title Company to the Company for the full amount of the Promissory Note. Therefore, we have amended the quarterly report on Form S-1 for the period ended March 31, 2017 to reflect your comment.
Statement of cash flows, unaudited, page F-14
3. In accordance with your comment we have amended the quarterly report on Form S-1 for the period ended March 31, 2017.
Enclosed with this letter is a letter from the Chief Executive Officer of the Registrant acknowledging, among other things, the Registrant’s responsibility for the adequacy and accuracy of the disclosure in the filing.
We believe that we have responded to all your 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 | |
/s/William B. Barnett | |
William B. Barnett |
WBB: scc
cc/ Mr. Liang, President
FORGE INNOVATION DEVELOPMENT CORP.
17700 Castleton Street, Suite 469
City of Industry, California 91748
Tele: (626) 361-1393
August 18, 2017
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Attn: Sonia Gupta Barros, Assitant Director
Bryan Hough, Staff Attorney
Peter McPhun, Accountant
Eric McPhee, Accountant
Re: Forge Innovation Development Corp. (“Registrant” and/or “Company”)
Amendment No. 3 to Registration Statement on Form S-1
Filed on May 26, 2017
File No. 333-218248
Gentlepersons:
Please be advised that, on behalf of the Registrant, I hereby acknowledge the following:
· | Should the Securities and Exchange Commission (the “SEC”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing; |
· | The action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
· | The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. |
Very truly yours,
By: | /s/ Patrick Liang | |
Patrick Liang, President |