SecProbe.io

June 2, 2015

David Phipps
Chief Executive Officer  and Chairman
Orbital Tracking Corp.
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Orbital Tracking Corp.
Registration Statement on Form S -1
Filed May 13 , 201 5
  File No. 333 -204126

Dear Mr. Phipps :

We have reviewed your 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.

General

1. Please revise to update your f inancial statements for the quarter ended March 31, 2015.

Risks Related to Our Organization and Our Common Stock , page 3

2. Please provide a separate risk factor that discusses the significant number of shares that
could be issued upon conversion of your Se ries A, B, C, D and E preferred stock and the
depressive effect this market overhang could have on the price of your shares.  Provide a
table that shows the total number of common shares that may be issued upon conversion
of each class of preferred stock.  When discussing the limitations on the conversion of
your preferred stock, disclose that, even though the holders of the convertible preferred
stock may not convert these securities if they would own more than 4.99% of the then -
outstanding common stock, t his restriction does not prevent these holders from selling

David Phipps
Orbital Tracking Corp.
June 2 , 2015
Page 2

 some of their holdings and then converting additional shares.  In this way, the holders
could sell more than these limits while never holding more than those limits.

Security Ownership of Certain  Beneficial Owners a nd Management , page 25

3. We note that the company has outstanding equity securities other than common stock that
have voting rights, including Series A, B, C, D and E convertible preferred stock.  Please
note that you must disclose any p erson who is the beneficial owner of more than five
percent of any class of voting securities, providing the disclosure required by Item 403(a)
of Regulation S -K as to each class of voting securities.  You also must provide disclosure
as to amount and perc entage of each class of equity securities beneficially owned by each
named executive officer, director, and directors and executive officers as a group
pursuant to Item 403(b) of Regulation S -K.  Please revise your beneficial ownership table
accordingly.  Furthermore, since several classes of voting securities have different voting
rights, please provide a column that discloses the total voting power of each beneficial
owner.  Provide narrative or footnote disclosure that discusses the voting rights of each
class of securities.

4. We note your disclosure in the footnotes to the beneficial ownership and selling
shareholder tables that beneficial ownership of certain persons does not include a
significant number of shares into which your preferred stock is conve rtible due to
ownership limitations.  Please disclose in these footnotes that, even though the holders of
the convertible preferred stock may not convert these securities if they would own more
than 4.99% of the then -outstanding common stock, this restrict ion does not prevent these
holders from selling some of their holdings and then converting additional shares.  In this
way, the holders could sell more than these limits while never holding more than those
limits.

Description of Securities, page 33

Preferred Stock, page 33

5. Under the description of each class of your convertible preferred stock, please disclose
the total number of common shares into which the outstanding shares of each class of
preferred stock is convertible without regard to the 4.99% limitation.

Exhibit Index, page II -4

6. We note that exhibits 10.19, 10.21 and 10.22 are marked to indicate that they were
previously filed in redacted form as exhibits to the Form 8 -K filed December 16, 2004,
and that applications for confidential treatmen t were submitted for each of them.
However, our records do not indicate that such applications for confidential treatment
were ever submitted.  Please advise.

David Phipps
Orbital Tracking Corp.
June 2 , 2015
Page 3

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the  filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are res ponsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Gregory Dundas , Attorney -Advisor, at 202-551-3436 , Kathleen Krebs,
Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any  questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Harvey Kesner , Esq.