SecProbe.io

January 7, 2025
Kip Eardley
President
James Maritime Holdings Inc.
9160 South 300 West, #101
Sandy, UT 84070
Re:James Maritime Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 17, 2024
File No. 333-282424
Dear Kip Eardley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 19, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-1 filed December 17, 2024
General
1.Please update your financial statements pursuant to Rule 3-12 of Regulation S-X to
include the financial statements for the latest interim period in 2024. Update the
associated financial information in applicable sections of the filing (for example, but
not limited to, Management's Discussion and Analysis) as appropriate.
2.Please file a legal opinion as Exhibit 5.1 in accordance with Item 601(b)(5) of
Regulation S-K. We note your legal opinion filed previously dated October 29,
2024 addressing the legality of the securities being registered and other required
statements.

January 7, 2025
Page 2
3.We note that Exhibit 23.1, the consent of your current auditor Bush
& Associates CPA, references their report date as December 13, 2024. However, it
appears, as reflected in your registration statement on page F-3, that your auditor's
report is dated June 3, 2024. Please revise accordingly and refile.
4.Please revise your registration statement where appropriate to reflect the current date
of any amendment. In this regard, we note that your outside front cover page
continues to reference "As filed with the Securities and Exchange Commission on
October 31, 2024," and your cover page similarly reflects the date of the prospectus as
"October 31, 2024," whereas this is the second amendment to your Form S-1 and it
was filed December 17, 2024. Further, please revise your cover page to update the
date of the last reported price of your common stock. We note that your disclosure
currently reflects a quotation date as of September 24, 2024. Last, revise your
disclosure throughout your registration statement to reflect that your common stock is
"quoted" rather than "traded" on the OTC Pink.
5.Please tell us whether you intend to register your common stock under Section 12(g)
of the Exchange Act, and if so, when you plan to do so. To the extent you do not
intend to register your common stock under Section 12(g) of the Exchange Act, please
include a risk factor that informs investors that you will only be required to comply
with the limited reporting obligations required by Section 15(d) of the Exchange Act.
Briefly describe the limited reporting requirements. In this regard, we note that on
June 20, 2007 you filed a Form 15-12G to terminate the registration of your common
stock under Section 12(g) of the Exchange Act. However, the cover page your Form
10-K for fiscal years ended December 31, 2023 and 2022, respectively, incorrectly
reflect that your common stock is currently registered pursuant to Section 12(g).
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jared Febbroriello