e.Digital Corporation (fka EDIG)

[JimC1997]

From the looks of it, this amendment should suffice to answer any SEC comments on the S-3. The changes were pretty minor.

I'd expect approval within two weeks if the SEC has no additional comments.

I have had quite a bit of experience with registration statements for equity and debt sales. The SEC does not like to go back and forth on these documents. It is not a negotiating process. They simply make all of their comments to the company and then just check to make sure that they are all answered.

Again, I don't see any real risk that the stock sale will be delayed much beyond the next two weeks. Remember, the SEC does not pass upon the suitability of an investment, only upon whether the company has fully complied with all disclosure requirements. That is their primary focus.

With assurance that there has been full disclosure of the relevant business conditions, history, use of proceeds and risk elements, the SEC then feels that it is up to any potential buyer to decide whether the investment is a good one.

JimC