Exhibit 15.2

ZAG/S&W One Post Office Square Boston, MA 02109

T+617 457 3800 F+617 338 2880 www.zag-sw.com

September 28, 2016

Via EDGAR

Laura Nicholson, Special Counsel

Division of Corporation Finance 

U.S. Securities and Exchange Commission

Washington, DC 20549

Dear Ms. Nicholson:

The purpose of this letter is to respond on behalf of the issuer to your letter of September 13, 2016 regarding the above offering statement. For your convenience, your original comments appear in bold text, followed by our response.

Part I

Item 2. Issuer Eligibility

The guidance provides that “…an issuer will be considered to have its “principal place of business” in the United States……. if its officers, partners, or managers primarily direct, control and coordinate the issuer’s activities from the United States.” The Company is in an early stage of development and has just begun to market its products. Its resources and marketing efforts to date have been focused in the United States. These activities were conducted by the Company’s Chief Executive Officer, Raziel Atuar, who spends most of his time developing the U.S. market. Mr. Atuar has been engaged in strategic relationship and business development activities with potential U.S. customers. In that regard, Mr. Atuar is finalizing his working visa status to enable him to dedicate even more time to customers in the United States. The Company has already retained an experienced U.S. based sales agent with a proven track record relating to its products and activity. The reason that the Company’s business focus has been in the United States is because the U.S. military and Special Forces is expected to be its largest customer, both in its early commercialization stage and for the foreseeable future. For this reason, the Company has established its headquarters in Florida, because the units of the U.S. military and Special Forces that are its initial strategic target customers, with which the Company has already established a relationship, are located in Florida. The Company has a suitable training and demonstration (shooting range) site in Florida for its products.

In sum, as an early stage company, the Company necessarily is engaged in limited commercialization activities. Because the Company has conducted these activities almost entirely in the United States and will continue to do so, we believe that it clearly has its principal place of business in the United States with its headquarters in Florida.

Part II

Offering Circular Cover Page

The requested information has been added.

The proposed offering will begin within two calendar days after the qualification date. The disclosure has been conformed.

Use of Proceeds, page 10

The Company has provided an updated disclosure with respect to the approximate amounts of net proceeds intended to be used for the various purposes identified on page 10 of the offering statement.

We note the inconsistency and have revised the applicable paragraph as set forth in the preceding comment response.

Please see our response to Item 4.

Business, page 12

The requested information has been added.

Security Ownership of Management and Certain Security Holders, page 23

The Company has revised the disclosure in footnote 3 to explain how Aphek Trading Kadosh and Razi LTD relates to the ownership of the shares by Messrs. Kadosh and Atuar.

Plan of Distribution, page 27

The disclosure will be revised to state that the Company will take a number of considerations into account when determining when to hold a closing. Such considerations will include the amount of funds raised in the offering prior to such closing, the feedback received from market participants regarding their interest in participating in the offering and the impact that a closing would have on the continuation of the offering. Furthermore, the Company anticipates that closings will be held such that no cleared investor funds will remain in escrow for more than approximately 30 business days.

Part III

Index to Exhibits, page III-1

The documents have been filed as requested.

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Please direct further comments and questions to me or to Ron Ben-Bassat in our New York office as follows:

Ed Miller: tel. 617.398.0408/fax 617.338.2880/email emiller@sandw.com

Ron Ben-Bassat: tel. 212.660.5003/fax 212.660-5001/email rbenbassat@sandw.com

May 18, 2017

Via EDGAR

Laura Nicholson, Special Counsel

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Amendment No. 1 to Draft Offering Statement on Form 1-A

Submitted September 28, 2016

CIK No. 0001682110

Dear Ms. Nicholson:

The purpose of this letter is to respond on behalf of the issuer to your letter of October 17, 2016 regarding the above offering statement. For your convenience, your original comments appear in bold text, followed by our response.

Part I

Item 2. Issuer Eligibility

1.       We note your response to our prior comment 1. However, we do not agree with your conclusion that your principal place of business is in the United States. For example, it does not appear that your officers primarily direct, control and coordinate your activities from the United States. In that regard, your response suggests that none of your offices are located in the United States. We also note your disclosure regarding your operations and operating subsidiary in Israel and your intended use of what appears to be a significant portion of your proceeds to make payments to parties in Israel. Please advise.

As noted in our response to the previous comment letter dated September 28, 2016, the Company has established its headquarters and executive offices in Gulf Breeze, Florida. Raziel Atuar, the Company’s Chief Executive Officer, has received a work visa and as of May 8, 2017 resides in Florida. The CEO leads, directs, controls and coordinates the Company’s activities from the Company’s Florida office. One of Mr. Atuar’s principal activities at this stage of the Company’s development is to co-ordinate and conduct the Company’s marketing discussions with the U.S. Military regarding the Company’s new defense technology. He also continues to be engaged in strategic relationship and business development activities with potential customers in the United States. As mentioned previously, the Company’s strategy is to focus on developing a customer relationship with the U.S. Military since that is critical to its future worldwide marketing efforts. The units of the United States military, including the Special Forces, with which the Company has already established a relationship are located in Florida. The Company has a suitable training and demonstration (shooting range) site in Florida for its products. In addition, the Company anticipates its largest future sales target will be the United States military.

During February 2017 the Company took further steps to expand the management team and recruited a local executive, Mr. Raanan (Ron) Bregman, as Chief Customer Officer responsible for customer strategy, customer acquisition, retention and profitability. The Company also set up an Advisory Board and have recruited a well experienced U.S. based person, Leslie Jay Cohen, Ph.D., to lead it.

Part II

Offering Circular

Use of Proceeds, page 10

2.       We note your response to our prior comment 5 and reissue in part. Since you will use offering proceeds to discharge the debt from your Lenders Loan, which you incurred within the past year, please describe the use of the proceeds arising from such indebtedness. Refer to Instruction 6 to Item 6 of Part II of Form 1-A.

We have revised the applicable language in the Offering Circular in order to address the preceding comment.

Plan of Distribution, page 27

3.       We note your response to our prior comment 9. Please tell us the terms of the escrow agreement referenced in your Plan of Distribution section.

The Company has revised the Offering Circular to provide the general terms of the escrow agreement. The Company will file a copy of the escrow agreement as an exhibit to the Offering Circular once it has been fully negotiated.

Exhibits

4.       We reissue our prior comment 10 in part, as you have not filed as exhibits the loan agreements executed in January 2015. Please file such agreements or tell us why you do not believe that such agreements are required to be filed..

The loan agreements executed in January 2015 have been filed as exhibits as requested.

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Please direct further comments and questions to me (tel: 617.398.0408/email: emiller@sandw.com) or to Ron Ben-Bassat (tel. 212.660.5003/email: rbenbassat@sandw.com).

 Claire Erlanger

 John Stickel

June 29, 2017

Via EDGAR

Laura Nicholson, Special Counsel

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Amendment No. 2 to Draft Offering Statement on Form 1-A

Submitted May 19, 2017

Amendment No. 3 to Draft Offering Statement on Form 1-A

Submitted June 6, 2017

CIK No. 0001682110

Dear Ms. Nicholson:

The purpose of this letter is to respond on behalf of the issuer to your letter of June 22, 2017 regarding the above offering statement. For your convenience, your original comments appear in bold text, followed by our response.

Plan of Distribution, page 30

1.       Please reconcile your disclosure that you anticipate that closings will be held such that no cleared investor funds will remain in escrow for more than approximately 30 business days with your disclosure that the company expects to hold closings when material funds are held in escrow.

We have revised the applicable language in the Offering Circular to make clear that the offering has no minimum offering amount and that the company may conduct closings at any time on any funds held in escrow at its sole discretion.

2.      We note your reference to Exchange Act Rule 10b-9. Please provide your analysis as to how your offering complies with Rule 10b-9. In that regard, it does not appear that the offering is being made on the condition that all or a specified part of the consideration paid for the security will be promptly refunded to the purchaser unless a “specified number of units of the security” are sold “within a specified time.” For example, with respect to your disclosure that you will return funds if no closings have occurred by the termination date of the offering, you have not specified what amount would constitute “material funds” such that the company would hold a closing, and you have not specified a time by which such securities must be sold.

We have revised the applicable language in the Offering Circular in order to address the preceding comment to make clear that the offering has no minimum offering amount and that the company may conduct closings at any time on any funds held in escrow at its sole discretion. As such, Rule 10b-9 is not applicable to the offering.

3.      Please reconcile your disclosure that all subscribers will be instructed by the company or its agents to transfer funds directly to the escrow account, with your new disclosure that any subscription checks should be sent to JumpStart Securities, LLC. We note also provisions in the escrow agreement providing for transmission of funds from investors directly to the escrow agent.

We have revised the applicable language in the Offering Circular in order to address the preceding comment.

4.       With respect to the escrow services agreement filed as Exhibit 8.1, please provide your analysis as to how your offering complies with Exchange Act Rule 15c2-4, if applicable, and Rule 10b-9. In that regard, we note that the agreement does not provide for the prompt return of funds to investors.

We have revised the applicable language in the Offering Circular to make clear that the offering has no minimum offering amount and that the company may conduct closings at any time on any funds held in escrow at its sole discretion. As such, Exchange Act Rule 15c2-4 and Rule 10b-9 are not applicable to the offering.

Exhibits

5.       We note Section 6 (Market Stand-Off Agreement) of the form of subscription agreement filed as Exhibit 4.1. Please clarify how such provision will impact investors in this offering, and please disclose such provision in your offering circular, if material.

The Company has revised the form of subscription agreement filed as Exhibit 4.1 to the Offering Circular to remove Section 6 (Market Stand-Off Agreement).

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Please direct further comments and questions to me (tel: 617.398.0408/email: emiller@sandw.com) or to Ron Ben-Bassat (tel. 212.660.5003/email: rbenbassat@sandw.com).