SecProbe.io

January 7, 2025
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed December 16, 2024
File No. 000-52142
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
File No. 000-52142
Dear Umesh Singh:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10-12G Filed December 16, 2024
Item 1. Business
General Background of the Company, page 4
We note your response and revised disclosure in response to prior comment 1 and we
reissue it in part. Please revise to address the following:
•Elaborate further on the effects that the regulations you have identified have had
or will have on your business. In this light, we note that your revised disclosure
only indicates that you will be subject to such regulations.
With respect to your number of Users, Merchants, and Charities, and GivBux
Associates in the chart on page 4, please provide the information as of the most
recently practicable date. If you cannot provide this information for any date more
recent than September 30, 2024, please revise to state as much and explain why.
Additionally, we note that there have been no changes in your number of Users, •1.

January 7, 2025
Page 2
Merchants, and Charities between June 30, 2024 and September 30, 2024. Please
revise to explain why there have been no changes and advise whether there have
been any changes in the number of GivBux Associates.
•Please clarify whether Users or Network Marketers (or both) receive cash from
the marketing fees. Also, please clarify whether the marketing fee program is
currently implemented. In this light, we note your response to another portion of
this comment that states "[t]hey will also receive commissions from advertising
revenue which they will generate as soon as this program is put in place." Please
advise.
•Please revise throughout the registration statement to disclose the types of rewards
that Users may allocate to charities, and the amount of rewards that Users must
allocate to charities. Also clarify that Users must choose among the charities with
which you have partnered, as opposed to "a[ny] charity of their choice." Please
also revise to define "GivBux Rewards" and include how such rewards are
calculated and how you calculate the cash value.
•Revise to disclose the total amount of commissions earned by GivBux Associates
to date and for each period presented. Discuss the initial and monthly fees paid by
GivBux Associates to you, and the commissions earned by GivBux Associates.
Please revise your disclosure to clarify whether the advertising revenue is
currently being generated. Finally, we note you statement that "approximately
70% of the fees paid are paid back to the Associates and distributed up to a
maximum of 7 levels." Please explain what "7 levels" means and describe in
further detail how the fees are distributed up to 7 levels, including an illustrative
example.
•Please revise to include the definition of Network Marketers.
•Please revise to include your response that Users will generate passive income
when others use the app to purchase everyday products. Additionally, revise
to clarify how Users will generate such income and how such income will be
calculated.
•We note that you have not revised the discrepancy between 273 retailers and 258
merchants and we also note your response to prior comment 4 that indicates that
the number of vendors should be 268. Please reconcile.
2.We note your amended disclosure in response to prior comment 2. Please revised to
provide a complete definition of "Users." We also note that you define Users as "all
users who download the GivBux App." Please revise to clarify whether you count
individuals who download your app, but never use it as a "User," and if so, please
explain why. Additionally, we note your statement that there are no written
agreements with Users, GivBux Associates, Charities, and Retailers. In light of that,
please explain how you enforce any obligations you have with such parties and their
obligations to you. Revise your risk factors as appropriate.
3.We note your response to prior comment 3. Please revise to include your response in
the registration statement and file the agreement as an exhibit. To the extent
appropriate, consider redacting information from the agreement per Item
601(b)(10)(iv) of Regulation S-K or Rule 83.

January 7, 2025
Page 3
4.We note your response to prior comment 4, but note that you have not revised the
number of retailers on page 5 and you have not included a revised Exhibit 4.28 as an
Exhibit showing the updated list of vendors/retailers. Please revise.
5.Please revise to provide a chart that describes how fees, commissions, and rewards are
transferred between you, Users, Merchants, Charities, and GivBux Associates. Please
ensure that the chart shows up to the "7 levels" to which marketing fees are
distributed.
Risk Factors, page 9
6.We note your amended disclosure in response to prior comment 5 and we reissue it in
part. Please revise to address the following:
•How you received increased subscription revenues without an increase in your
number of associates from June 30, 2024 to September 30, 2024, as well as your
statements for growth and expectations for "significant growth in the near future";
•The amount of revenue and cash inflows derived from your platform;
•Statements regarding the level of success in prior periods, including that you have
"grown significantly in recent periods";
•The size and demographic of your current customer base;
•The current status of your product offering(s);
•The status and terms of any current or prior subscription contracts sold given your
assertion that you generate revenue from such contracts;
•References to business combinations, asset acquisitions, and a revolving credit
facility; and
•We note that you deleted all references to "restaurants," including on page 5
where you discuss where rewards can be redeemed. Please clarify whether users
can redeem their GivBux rewards at restaurants.
•We also note your amended disclosure in the middle of page 9. Please revise
to clarify, if true, that an increase in the number of Users, GivBux Associates, and
Retailers does not necessarily mean that there will be an increase in revenue
generated. Please remove the disclosure regarding management's belief, as this
mitigates the risk discussed here.
Risks regarding Notes Payable and Convertible Notes Payable, page 13
7.We note your amended disclosure in response to prior comment 6. Please revise to
name the Ken Jones related companies to which you owe debts. Additionally, please
revise to clarify whether the $535,150 of debts payable includes the $323,473 in
convertible notes, whether all convertible notes are currently due and due on demand,
and elaborate on what you mean by $525,150 of debts payable which are all due "in
theory." To the extent that there are agreements regarding the collection of debts,
please revise to state as much, summarize such agreements, and file such agreements
as exhibits. Refer to Item 601(b)(10) of Regulation S-K.

January 7, 2025
Page 4
Financing requirements to fund operations, page 15
8.We note your amended disclosure in response to prior comment 7 and we reissue it in
part. Please revise to disclose:
•the risks to the company and investors if adequate financing is not secured; and
•summarize the material details of the $400,000 worth of convertible notes,
including who holds such notes, the date they were issued, the specific terms of
the notes, redemption rights, etc.
Description of GivBux Super App Payment Process, page 44
9.We note your amended disclosure in response to prior comment 8 and we reissue it in
part. Revise to name the third party aggregator, summarize the material terms of the
agreement and file the agreement as an exhibit. To the extent appropriate, consider
redacting information from the agreement per Item 601(b)(10)(iv) of Regulation S-K
or Rule 83.
GivBux Business Description, page 44
10.We note your response to prior comment 9; however there does not appear to be any
revised disclosure in your registration statement. Please revise the Management's
Discussion and Analysis of Financial Condition and Results of Operations to discuss
your current revenue streams in the context of your results.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 45
11.We note your amended disclosure in response to prior comment 10 and we reissue it
in part. Please revise to disclose the consideration received for the issued shares.
Results of Operations, page 46
12.We note your response to prior comment 11 and we reissue it. Please revise
to disclose how you generated revenues for each of the periods discussed. For
example, we note your disclosure on page 46 that during the nine months ended
September 30, 2024 you generated revenues of $330,319. Please disclose the
source(s) of such revenues. Please do the same for each of the periods presented.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 54
13.We note that you have not provided a response or revised your disclosure in response
to prior comment 12. Please revise to update this table as of the most recent
practicable date.
Item 7. Certain Relationships and Related Transactions, page 58
We note your response and amended disclosure to add the name of one related party
in response to prior comment 13. We reissue our comment. Please revise to include
the information required by Item 404 of Regulation S-K. For example, name each of
the related parties involved in the transactions, including the names of the entities
from which the company borrowed money in 2023, and the related party to which
 14.

January 7, 2025
Page 5
$3,275 was due to as of December 31, 2023. Update this section so that it provides the
required disclosure as of the date of the filing.
Signatures, page 76
15.We note your response to prior comment 14 and we reissue it. We note that the
Signatures section in amendment no. 2 to your registration statement, filed on October
29, 2024, was signed by your CEO, Umesh Singh, dated September 12, 2024. We also
note your correspondence filed in advance of that amendment on October 25, 2024,
which stated that Umesh Singh would be unavailable to sign any documents. Please
advise whether any company representative was authorized to file amendment no. 2 at
the time it was filed in accordance with the requirements of Form 10. Additionally,
please revise to describe the actions taken in accordance with your organizational
documents, if any, to appoint another person to serve as interim CEO or otherwise.
Finally, we note that you did not file a Form 8-K under Items 5.01 or 5.02 because
you "knew this was a temporary situation"; please provide your legal analysis of why
such filing was not required, and include in such analysis the dates of Mr. Singh's
incapacity and the dates during which any other person acted on his behalf.
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
Item 4. Controls and Procedures, page 22
16.Please revise to provide the disclosures required in Items 307 and 308 of Regulation
S-K. In addition, please revise to include the certifications required by Items
601(b)(31) and (32) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John E. Dolkart, Jr.