| BARNETT & LINN | ||
| ATTORNEYS AT LAW | ||
| 1600 E. Florida Avenue, Suite 214 ● Hemet, CA 92544 | ||
| www.barnettandlinn.com | ||
| WILLIAM B. BARNETT | TELEPHONE: 818-436-6410 | |
| Attorney/Principal | FACSIMILE: 818-223-8303 | |
| wbarnett@wbarnettlaw.com |
February 24, 2021
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
| Attn: | Jan Woo, Legal Branch Chief |
| Alexandra Barone, Staff Attorney | |
| Stephen Krikorian, Accounting Branch Chief | |
| Melissa Walsh, Staff Accountant |
| Re: | 3D Pioneer Systems, Inc. (“Registrant” and/or “Company”) | |
| Amendment No. 2 to Registration Statement on Form 10 | ||
| Filed on January 21, 2021 | ||
| File No. 000-56089 |
Gentlepersons:
The Registrant hereby files its Amendment No. 2 to Registration Statement on Form 10 (“Amendment No.2”). The Amendment No. 2 has been revised in accordance with the Commission’s comment letter dated February 22, 2021 (“Comment Letter”).
To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 2 “marked to show changes”, and our responses below correspond to comment numbers in the Comment Letter.
Form 10-12G filed February 11, 2021
General
| 1. | In accordance with your comment, we have added a risk factor relating to the Company’s status as a EGCs and its election to avail itself of extended transition period to comply with revised accounting standards. |
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 | |
| William B. Barnett | |
| WBB: lg | |
| cc/ Mr. S. Shaffier, CEO |