SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

              DIVISION OF
         CORPORATION FINANCE

 Mail Stop 4631

April 8 , 2016

Via E-Mail
Mr. Anyuan Sun
Chairman and Chief Executive Officer
Hebron Technology Co., Ltd.
No. 587 15th Road, 3rd Av., Binhai Ind. Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province, People’s Republic of China

Re: Hebron Technology Co., Ltd.
Pre-effective Amendment 2  to Registration Statement on Form F-1
Filed April 1 , 201 6
File No. 333 -208583

Dear M r. Sun:

 We reviewed the filing and have the following comments.

Risk Factors, page 8

1. Given the material risk that your tax obligations will significantly exceed your
corresponding recorded liabilities, please revise note 15 on page F -21 to quantify the
range of reasonably possible loss in excess of the amount accrued. It is clear that a
reasonable estimate can be made given that the relevant Xibolun transactions and
corresponding tax rates are known, as are the customary interest and penalties generally
applied by the taxing authorities in similar circumstances. Absent such disclosure, it i s
not possible for a reader to assess the magnitude of this risk and the corresponding impact
on the solvency of the company. See ASC 10 -50-21.

2. Please provide a complete description of the tax loss contingency in MD&A as required
by Section 501.02 of the Financial Reporting Codification and Instruction 1 to Item 5 of
Form 20 -F. The analysis should separately address each component of your tax liability
as disclosed in Note 11. A corresponding critical accounting policy disclosure should also
analyze the hi storical accuracy of management’s tax liability estimates and the magnitude
of any adjustments that tax authorities have discussed in prior communications with the

Mr. Anyuan Sun
Hebron Technology Co., Ltd.
April 8 , 2016
Page 2

 company.  Explain why $6.8 million has been classified as a current liability even though
the company has only paid $1.8K of income taxes over the past 2 years. We may have
further comment.

Foreign Exchange Risk, page 44

3. Please quantify the exchange rate changes that caused the foreign currency translation
loss on page F -5 to increase from $56 K to $928K.

Closing

 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 1933 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 responsible for the accuracy
and adequacy of the disclosures they have made.

 Notwithstanding our comments, if you request acceleration of the effective date of the
pending registration statement, please provide a written statement f rom 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 sta ff 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 wi ll 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 Securi ties 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 s tatement.

Mr. Anyuan Sun
Hebron Technology Co., Ltd.
April 8 , 2016
Page 3

You may direct questions on comments on the financial statements a nd related matters to
Nudrat S. Salik , Staff Accountant,  at (202) 551 -3692 or Alfred P. Pavot, Jr., Staff Accountant, at ,
at (202) 551 -3738.  You may direct questions on other comments and disc losure  issues to
Edward M. Kelly, Senior Counsel,  at (202) 551 -3728 or  me at (202) 551 -3765.

Very truly yours,

      /s/ Pamela A. Long

Pamela A. Long
Assistant Director
Office of Manufacturing and Construction

cc: Via E -Mail
Anthony W. Basch , Esq.
Jingwen Luo, Esq.
Kaufman & Canoles, P.C.
2 James Center, 14th Floor
1021 East Cary Street
Richmond, VA 23219