SEC – ‘UPLOAD’ from 8/14/18 re: 3AM Technologies Inc – ‘TEXT-EXTRACT’

On:  Tuesday, 8/14/18, at 12:39pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  11/9/18   ·   Accession #:  0-18-25085

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     30K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    10K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

Mail Stop 3030                                                                  

                                                            August 13,
2018                                                                            

Simon Gee                                                             
Chief Executive Officer                                               
3AM Technologies, Inc.                                                
2360 Corporate Circle, Suite 400                                      
Henderson, NV 89074                                                   

Re:      3AM Technologies, Inc.                         
               Amendment No. 4 to Registration Statement on Form S-1
Filed August 3, 2018                  
File No. 333-210544                   

Dear Mr. Gee:                                                         

       We have reviewed your amended registration 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 registration
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 registration 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 July
27, 2018 letter.                                                                

Financial Statements, page 34                                         

1.     Please amend this filing to include updated audited financial  
statements and related                                                          
    disclosures for 3am Technologies, Inc. Refer to Rule 8-08 of
Regulation S-X.                                                                 

   2.     Also, please amend to provide updated interim financial statements
for 3AM Enterprises                                                             
        Inc. and pro forma financial information reflecting the probable
business acquisition as                                                         
required by Rules 8-04 and 8-05 of Regulation S-X.      

Exhibit 23.2                                                          

3.     In your next amendment, please provide updated consents from   
MaloneBailey, LLP and                                                           
Saturna Group Chartered Professional Accountants LLP.   
Simon Gee                                                                     
3AM Technologies, Inc.                                                          
August 13, 2018                                                                 
Page 2                                                                          

      You may contact Gary Newberry at (202) 551-3761 or Lynn Dicker, Senior
Accountant,                                                                     
at (202) 551-3616 if you have questions regarding comments on the financial     
statements and                                                                  
related matters. Please contact Tim Buchmiller at (202) 551-3635 or Daniel      
Morris, Special                                                                 
Counsel, at (202) 551-3314 with any other questions.                            

                                          Sincerely,

                                                     /s/ Daniel Morris for

                                             Amanda Ravitz
                                                  Assistant Director
                                                       Office of Electronics &
Machinery                                                                       

cc:    William L. Macdonald, Esq.                                               
Macdonald Tuskey                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/9/18		CORRESP,  UPLOAD
Filed on:		8/14/18		UPLOAD
		8/13/18		UPLOAD
		8/3/18		CORRESP,  S-1/A,  UPLOAD
		7/27/18		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/16  3AM Technologies Inc.             S-1                    5:8.2M                                   Action Edgar Fil… Svc/FA