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GIVBUX LETTERHEAD

2751 W Coast Hwy, Suite 200

Newport Beach, CA 92663

Via
Edgar

October
25, 2024

Division
of Corporate Finance

Securities
and Exchange Commission

450
Fifth Street, NW

Washington,
DC 20549

    Re:

    GIVBUX,
    INC.

    Amendment
    1 to Form 10-12G

    Filed
    September 12, 2024

    File
    No. 000-52142

To
Whom it May Concern:

We
note the receipt by GivBux, Inc. (the “Company”), a Nevada corporation, of the comment letter (the “Comment Letter”)
dated October 11, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the above-referenced Form 10-12G (the “Form 10/A-1”) filed on or about September 12, 2024. On behalf of the Company,
we hereby provide the responses set forth below to the comments in the Comment Letter. In addition we have prepared a second amendment
to the Form 10-12G (the “Form 10/A-2”) which is referenced through the responses hereunder.

Amendment
No. 1 to Registration Statement on Form 10-12G Filed September 12, 2024

Item
1. Business

General
Background of the Company, page 4

    1.
    Please
    revise to include all of the information required by Item 101(h)(4) of Regulation S-K. Specifically, please include a more detailed
    discussion of:

    ●
    the
    principal products or services and their markets, including clear distinctions between current and aspirational products and services;

    ●
    the
    current status of any publicly announced product or service, for example the current status of the new version of your App;

    ●
    your
    dependence any major customers, if applicable;

    ●
    any
    patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;

    ●
    the
    need for any government approval of principal products or services and if you have
    not yet received that approval, discuss the status of the approval within the

    ●
    government
    approval process; and

    ●
    the
    effect of existing or probable governmental regulations on the business.

RESPONSE:

The
GivBux Super App is the principal product of the company and it features the ability for users to purchase products from authorized retail
merchants using the GivBux payment portal. The users will receive GivBux rewards for every purchased made as long as a charity of the
users choice is designated to receive a portion of the rewards.

    GIVBUX,
                                            INC. Page 1 of 10

The
GivBux Super App includes several features such as allowing members to communicate between themselves using the chat or call features.
As well the Super App keeps track of the activities of the usage of the App such as purchases, Black Card activity, Gas Card activity,
Rewards, Earned, GivBux purchased/received, GivBux donation rewards as well as donations sent, GivBux history and transfer history.

There
are also some instructional videos on how to use the App. All of the above exists and improvements are constantly being made to the App.
A newer version of the Super App is scheduled for release early January 2025The company has 273retailers who accept GivBux payments with
the majority of them being National Brands. In the next quarter (4th qtr 2024) there will be a greater focus on recruiting
more local merchants which will increase the buying selection of our users and decrease our dependance on National Brands.

    ●
    The
    GivBux name is trademarked (registration certificate attached)

Governmental
Approval – US no; Mexico no

Existing
Governmental regulations on the business

GivBux
Inx as a Fintech company in the U.S. must navigate a complex landscape of regulations that can vary by state and federal levels. Here
are some key regulations and areas of compliance they typically need to consider:

    1.
    Banking
    Regulations: If a fintech company offers banking services, it must comply with regulations set by the Office of the Comptroller of
    the Currency (OCC) or state banking authorities.

    2.
    Consumer
    Protection Laws: Companies must adhere to laws like the Truth in Lending Act (TILA), Fair Credit Reporting Act (FCRA), and the Consumer
    Financial Protection Bureau (CFPB) regulations to protect consumer rights.

    3.
    Anti-Money
    Laundering (AML): Compliance with the Bank Secrecy Act (BSA) and regulations from the Financial Crimes Enforcement Network (FinCEN)
    to prevent money laundering and terrorist financing is essential.

    4.
    Securities
    Regulations: If the fintech deals with investments or trading, it must comply with regulations from the Securities and Exchange Commission
    (SEC) and possibly state securities regulators.

    5.
    Payment
    Regulations: Companies involved in payments must adhere to the Electronic Fund Transfer Act (EFTA) and the Payment Card Industry
    Data Security Standard (PCI DSS) for secure transactions.

    6.
    Data
    Privacy and Security: Compliance with laws like the Gramm-Leach-Bliley Act (GLBA) and state-specific privacy laws (like the California
    Consumer Privacy Act) is crucial for protecting customer data.

    7.
    Licensing:
    Many fintech companies require specific licenses, such as money transmitter licenses, which vary by state.

    8.
    State
    Regulations: Each state may have its own set of regulations that fintechs must comply with, including state-specific lending laws
    and licensing requirements.

    9.
    Tax
    Compliance: Fintechs must also navigate federal and state tax regulations, including IRS requirements for reporting transactions.

    GIVBUX,
                                            INC. Page 2 of 10

    2.
    Please
    revise to disclose the number of users, merchants, vendors and charities that are currently using the GivBux Super App and disclose
    the dollar volume of transactions between users and merchants, vendors and/or charities that have occurred during your last fiscal
    year and the period ended June 30, 2024. Please provide definitions of the terms users, merchants, vendors, charities and GivBux
    Associates, as used in your filing.

RESPONSE:

The
company has not retained historical records in the past on the numbers of users, merchants or charities. Processes have been put in place
to do so in the future, As of June 30, 2024, our records show

  June
30, 2024

  Users-
  10253

  Merchants-
  258

  Charities-
  97

Users-
The company has been doing Beta Testing on its App in order to prove the functionality of its application The processes have been proven
and used successfully in a live environment on a daily basis. There are currently a small number of users at present, we anticipate this
number will rapidly increase rapidly as there is an active campaign to recruit new influencers. As we stated, users can earn rewards
and donate a portion of these rewards to a charity of their choice. A system of network marketing has been put in place which will allow
users to benefit from recruiting new members to download and use the App. A second category of users will be individuals who are interested
in becoming a GivBux associate which allows them to recruit independent retail merchants and receive a portion of the revenue that these
merchants generate. There is a subscription fee required in order to qualify as an associate.

Merchants-
There are 2 types of merchant accounts, National and Independent. All National accounts are recruited and brought on board by GivBux
Corporate. Independent retailers are recruited and signed by qualified GivBux associates. All retail merchants pay GivBux a marketing
fee based upon the spend of the GivBux users. A portion of this fee is returned to the Network Marketers and the remainder goes to the
company. The merchants benefit from new Users, no additional processing fees or chargebacks and if the merchant gets Users to download
and use the GivBux Super App, they too can earn passive income from the user’s purchases.

Charities-
The fundamental concept of GivBux is giving. Users must allocate a portion of their rewards to a charity of their choice. We maintain
relationships with many charities and all recognized charities can become part of the GivBux ecosystem.

GivBux
Associates- Associates are individuals who decide to become involved in building GivBux network of users, merchants and other associates.
An associate pays a small signup fee and in return receives training on the GivBux Super App as well as a replicated website to which
they can send interested parties. They will also recruit local merchants to accept GivBux as well as offer advertising opportunities
to these merchants. The associates will receive commissions based upon the sales revenue generated by the merchants and other associates.

    GIVBUX,
                                            INC. Page 3 of 10

 3. We
                                            note your statement regarding your “agreements with Amazon, Uber Eats Groupon, Wayfair
                                            as well as all the major chains.” Please name the “major chains” and also
                                            clarify whether you have current agreements with these companies and if you do, please revise
                                            to summarize the material terms of such agreements and file any material agreements as an
                                            exhibit. Refer to Item 601(b)(10) of Regulation S-K. Regarding your statement that users
                                            can use your app “at over hundreds of national merchants which allows access to in
                                            excess of 250,000 locations/vendors,” further describe the nature and locations of
                                            the merchants and vendors.

RESPONSE:

Givbux
has 273 retailers who accept as a payment portal. The company has a relationship with a third party aggregator who helps us negotiate
the acceptance of GivBux at major retailers. Release of any details of the agreements regarding these retailers could lead to a loss
of our competitive advantage and infringe upon any non-disclosure agreement between the parties whether written or implied.

As
far as the statement regarding 250,000 locations/vendors, this estimation is low if you consider that Amazon states that they have 1.1
million active sellers, Uber has 1.5 million drivers in the US, only to name a few

We
have provided a complete list of 273 retailers as an exhibit

 4. Please
                                            reconcile your disclosure regarding your business with your disclosure elsewhere that you
                                            have no operations.

RESPONSE:

We
have modifed the statement of ‘no operations’ to limited operations.

Risk
Factors, page 8

 5. Please
                                            revise your risk factors to accurately reflect the current risks that make an investment
risky. In this light, we note a number of risks that appear inapplicable or require
additional supporting detail and more fulsome discussion, including:

    ●
    your
    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);

    GIVBUX,
                                            INC. Page 4 of 10

    ●
    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

    ●
    references
    to any operations in or business with the restaurant industry. Refer to Item 105 of Regulation S-K.

RESPONSE:

Significant
Growth in the near future: We are currently in a recruiting phase of GivBux associates who will increase the number of users, associates
and retailer who will increase the usage of the GivBux App.

As
of 6/30/2024, we reported $ 25,000 of total revenue for the quarter of which $1951 was attributed to our platform. There will be a significant
increase in revenue generated by the GivBux Super App when we report the 9/30/2024 quarter. Users: 10253 across the United States. Number
of subscriptions for Associates: 1062

For
the moment there are no assets acquisitions nor revolving credit. As far as business combinations are concerned, there are no combinations
with 3rd party businesses. GivBux Inc. does own a wholly owned subsidiary, GivBux Global Partners who look after the marketing
and recruitment of GivBux Associates

 6. We
                                            note a number of notes payable for cash and convertible notes payable for shares of your
                                            common stock. Please revise to discuss the risks associated with:

    ●
    the
    total amount of notes that are payable on demand, as compared to your current assets; and

    ●
    the
    dilution from issuing additional shares of common stock in connection with the convertible notes payable.

RESPONSE:

The
risks associated with notes payable are mainly one of liquidity if the company is required to pay without enough cash. This could result
in bankruptcy or the inability of the company to operate.

The
issuance of additional shares in connection with the convertible notes payable could lead to a dilution of the share price and seriously
affect shareholder value. It would also negatively affect the company’s ability to raise new capital for future expansion.

    GIVBUX,
                                            INC. Page 5 of 10

 7. Please
                                            revise your risk factor on page 40 to further describe the risks of being quoted on the OTC
                                            Pink Market, including that it could depress the trading prices of your stock, have a long-term
                                            adverse impact on your ability to raise capital in the future, increase price volatility,
                                            and decrease the likelihood that orders will be able to be executed.

RESPONSE:

We
have revised the risk factor on page 40 to include the inherent risks of quotation on the OTC Pink Market, including that it could depress
the trading price of the stock and may have a long-term adverse impact on the ability to raise future capital as well as increase price
volatility, etc. to address the Commission’s comment.

Financing
requirements to fund operations ..., page 14

 8. Please
                                            revise to discuss your current liquidity position and the amount of capital that you believe
                                            that you will need in order to fund operations over the next 12 months. In this light, we
                                            note that you expect to receive funds from management to continue paying accounting and other
                                            professional fees and other miscellaneous expenses. Please revise to disclose the material
                                            terms of any agreements for such future funding and file such agreements as exhibits. Refer
                                            to Item 601(b)(10) of Regulation S-K.

RESPONSE:

We
have revised to discuss the Funding Requirements for the next 12 months- The company estimates that it requires approximately $ 1 million
in funding in order to pay back creditors with convertible notes ( $400K) and $600K for produc