VIA FEDERAL EXPRESS AND EDGAR
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Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Scott Anderegg, Esq.
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Re:
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SpendSmart
Networks, Inc.
Preliminary
Information Statement on Schedule 14A
Filed
October 11, 2017
File
No. 000-27145
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Ladies
and Gentlemen:
By
letter dated November 6, 2017, the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) provided
SpendSmart Networks, Inc. (the “Company”) with comments
on the Company’s Preliminary Proxy Statement on Schedule 14A
described above.
This
letter contains the Company’s responses to the Staff’s
comments. The numbered responses and the headings set forth below
correspond to the numbered comments and heading in the
Staff’s letter dated November 6, 2017.
The
Company has revised the Preliminary Proxy Statement in response to
the Staff’s comments and concurrently is filing Amendment No.
1 to the Preliminary Proxy Statement (the “Amended Proxy
Statement”). In addition to changes made in response
to the Staff’s comments, the Preliminary Proxy Statement
contains some updated information that appeared in the Proxy
Statement.
General
1. We
note that you have not filed a quarterly report on Form 10-Q for
the fiscal quarter ended June 30, 2017. Please tell us when you
intend to become current in your Exchange Act filing
obligations.
COMPANY’S RESPONSE
Presently, the
Company does not have sufficient cash resources to pay its
independent public accountant the outstanding amounts due for the
accountant to review the Company’s 10-Q filings. The Company
plans to utilize a portion of the proceeds from the sale of its
operating assets to allow such review(s) to take
place.
2. We
note that on the cover page of the proxy statement you disclose
that holders of Series C Preferred Stock are entitled to six votes
per share but on page 1 you disclose that holders of Series C
Preferred Stock are entitled to four votes per share. Please
reconcile your disclosures.
COMPANY’S RESPONSE
In the
Amended Proxy Statement, we have corrected the error.
Unaudited Pro Forma Consolidated Financial Data
3. We
note your disclosure on page 4 that you will retain some
liabilities and on page 5 that you intend to retain some cash and
cash equivalents. However, it does appear that your Pro Forma
presentations are consistent with these disclosures. Please
reconcile your Pro Forma disclosures with your narrative
disclosures and provide greater detail about the nature of assets
and liabilities that you intend to retain. In addition, please
confirm that the pro forma financial information presented reflects
June 30, 2017 financial information. In this regard, at the top of
page 8 you state that the financial information is as of September
30, 2017 but the columns of the pro forma presentations state the
information is as of June 30, 2017. Please revise as
necessary.
COMPANY’S RESPONSE
We have
revised the Pro Forma disclosures and narrative to address the
Staff’s comments.
Interests of Certain Persons
4. We
note your disclosure that you expect that part of the proceeds from
the Asset Sale will be applied to pay or reduce loans owed by you
to your officers or directors. Please disclose the amount you
expect to be used to pay or reduce these loans, disclose the
specific loans you anticipate paying off with proceeds from the
Asset Sale, and quantify the amount you expect each related party
to receive from proceeds of the Asset Sale. Refer to Item 5 of
Schedule 14A.
COMPANY’S RESPONSE
It is
expected that the amounts to be paid to the Company’s
officers and directors will be a percentage of the amount
outstanding under the applicable notes which will be the same for
each officer and director. The percentage cannot be determined at
this time because the amounts thereof will depend in part on the
amounts required to extinguish the notes to non-officers and
directors.
The
Company is responsible for the adequacy and accuracy of the
disclosure in the filing. The Company acknowledges that 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 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.
* * *
If you
have any questions regarding this response, please direct them to
the undersigned at (310) 789-1290 or at
dficksman@troygould.com.
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Very
truly yours,
David
L. Ficksman
DLF
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cc:
Luke
Wallace
Tim
Boris
Brett
Schnell