United States securities and exchange commission logo





                              September 25, 2020

       Ketan Thakker
       Chief Executive Officer
       RDE, Inc. (now known as uBid Holdings, Inc.)
       5880 Live Oak Parkway
       Suite 100
       Norcross, GA 30093

                                                        Re: RDE, Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed August 31,
2020
                                                            File No. 024-11310

       Dear Mr. Thakker:

               We have reviewed your 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.

       Form 1-A filed August 31, 2020

       The implementaton of the CARD Act, page 8

   1.                                                   Please revise to
clarify whether the CARD Act applies to your certificates and cards. If
                                                        there is uncertainty
about whether the Act applies, please discuss the basis for the
                                                        uncertainty and when
you expect it to be resolved.
       We may be subject to additional unexpected regulation, page 8

   2.                                                   Please revise, as
appropriate, to describe in greater detail how the pandemic has affected
                                                        your operating results.
In addition, please disclose whether your certificates and cards are
                                                        accepted for payment by
third-party platforms that facilitate ordering and delivery of food
                                                        and drinks on demand.
 Ketan Thakker
FirstName  LastNameKetan   Thakker
RDE, Inc. (now  known as uBid Holdings, Inc.)
Comapany 25,
September  NameRDE,
               2020 Inc. (now known as uBid Holdings, Inc.)
September
Page 2     25, 2020 Page 2
FirstName LastName
Investors may experience dilution, page 24

3.       Please expand your disclosure to explain, if true, that future
issuances of common stock
         upon conversion of your convertible notes and warrants will be further
dilutive to the
         voting power of investors in this offering and will adversely affect
the ability of
         shareholders to influence the management of the company. In this
regard, please disclose
         to investors that this impact may be disproportionately greater
because of the sizeable
         percentage of shares currently held by directors and officers, as
noted in the ensuing risk
         factor on page 24.
We may not be able to satisfy listing requirements, page 26

4.       Please revise this risk factor to describe the various steps necessary
to become listed on
         Nasdaq or NYSE, and how and when you expect to meet these
requirements. Your
         disclosure should avoid giving the implication that listing on Nasdaq
or NYSE is either
         assured or imminent. In addition, please revise your risk factor at
page 24 to clarify that
         you are not presently a public company and will not become a public
company solely by
         virtue of this offering statement.
Distribution, page 32

5.       Please revise this section to clarify the terms of your agreements
with the third-party
         platforms and affiliates that distribute your deals, including term
and termination
         provisions and the fees payable by you. Similarly, please describe
your agreements with
         the lead generators discussed under "Operations" on page 33. To the
extent material,
         please file your agreements with your third-party platforms,
affiliates, and lead-generators
         to source customers and merchants.
UBID Holdings, Inc.
Notes to Consolidated Financial Statements (unaudited)
Note 5 - Acquisition of Restaurant.com, page F-13

6.       We note as part of your asset purchase agreement with Restaurant.com
you acquired
         certain tangible and intangible assets as well as assumed certain
liabilities based on their
         fair values. In this regard, there appears to be no allocation of the
purchase price to the
         liabilities assumed and the disclosure of liabilities arising from
contingencies recognized
         at the date of acquisition. Please clarify and revise as necessary.
Refer to ASC 805-20-50-
         1.
Restaurant.com Audited Financial Statements for the Years Ended December 31,
2019 and 2018
Notes to Consolidated Financial Statements
Note 7. Accrued Expenses, page F-61

7.       Referencing the 'Accrued partner profit sharing' of $5,962,001 at
December 31, 2019,
         please tell us and disclose the nature of this liability including
when these amounts are due
 Ketan Thakker
RDE, Inc. (now known as uBid Holdings, Inc.)
September 25, 2020
Page 3
         to your partners. In your response, please tell us if uBid Holdings
will be assuming this
         liability upon acquisition of Restaurant.com in March 2020 in
reference to the purchase
         price allocation in Note 5 to the uBid Holdings unaudited financial
statements for the
         interim period ended June 30, 2020.
Note 8. Notes Payable, page F-61

8.       Please tell us and disclose who will assume the note payable to
shareholder of $500,000,
         which had an outstanding balance of $623,141 including accrued
interest, at December 31,
         2019 upon the acquisition by uBid Holdings in March 2020. Comply with
this comment
         in your disclosure of the acquisition of Restaurant.com including the
purchase price
         allocation in Note 5 to the uBid Holdings unaudited interim financial
statements for the
         period ended June 30, 2020.
Exhibits

9.       We note the auditor's consent included in Exhibit 11.3 makes reference
to their audit
         report dated August 24, 2020 on Restuarant.com, Inc.'s financial
statements for the years
         ended December 31, 2019 and 2018. Please have the auditor revise their
consent to
         reference the correct date of the audit report included on page F-49
of the offering
         statement.

        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       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.



FirstName LastNameKetan Thakker                     Sincerely,
Comapany NameRDE, Inc. (now known as uBid Holdings, Inc.)
                                                    Division of Corporation
Finance
September 25, 2020 Page 3                           Office of Trade & Services
FirstName LastName