LAW OFFICES OF CRAIG V. BUTLER
300 Spectrum Center Drive, Suite 300
Irvine, California 92618
Telephone No. (949) 484-5667 • Facsimile No. (949) 209-2545
www.craigbutlerlaw.com
cbutler@craigbutlerlaw.com
June 4, 2019
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
100 F Street, NE
Washington, D.C. 20549
Attn: Morgan Youngwood and Michael Foland
| Re: | Gofba, Inc. |
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| Amendment No. 3 to Registration Statement on Form S-1 |
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| Filed December 13, 2018 |
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| File No. 333-225254 |
Dear Messrs Youngwood and Foland:
We herein provide the following responses to your comment letter dated May 28, 2019, regarding the above-mentioned Amendment No. 3 to Registration Statement on Form S-1 (the “Original Filing”) for Gofba, Inc. (“Gofba” or the “Company”). I have summarized your comments in bold followed by the Company’s response. The Company is not filing an amended Form S-1/A in connection with this comment response to address this comment but will do so if necessary once the final comments are resolved.
Form S-1 filed December 13, 2018
General
1. | Please state, if true, that all pre-subscribers had actual access to the type of information that registration would provide. |
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| All pre-subscribers had actual access to the type of information that registration would provide. |
Company’s Statements
| · | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
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| · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
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| · | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
LAW OFFICES OF CRAIG V. BUTLER
Morgan Youngwood and Michael Foland
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
June 4, 2019
Page 2
Please do not hesitate to contact me if you have any questions. Thank you for your time and attention to this matter.
Sincerely, | |||
/s/ Craig V. Butler | |||
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| Craig V. Butler, Esq. |
LAW OFFICES OF CRAIG V. BUTLER
Morgan Youngwood and Michael Foland
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
June 4, 2019
Page 3
[Gofba, Inc. Letterhead]
June 4, 2019
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
100 F Street, NE
Washington, D.C. 20549
Attn: Morgan Youngwood and Michael Foland
| Re: | Gofba, Inc. |
|
| Amendment No. 3 to Registration Statement on Form S-1 |
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| Filed December 13, 2018 |
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| File No. 333-225254 |
Dear Messrs Youngwood and Foland:
Gofba, Inc. (the “Company”) hereby affirms and agrees with the following statements related to the comment response for the above-mentioned filing filed with the Commission on December 13, 2018:
Company’s Statements
| · | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
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| · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
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| · | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please do not hesitate to contact me if you have any questions. Thank you for your time and attention to this matter.
Sincerely, | |||
/s/ Anna Chin | |||
Anna Chin | |||
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| President |
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