SecProbe.io

September 11 , 2014

Via E -Mail
Daniel Davis
Chief Executive Officer
ASN Technologies, Inc.
10291 South 1300 East, #118
Sandy, UT 84094

Re: ASN Technologies, Inc.
Registration Statement on Form S -1
Filed August 15, 2014
  File No. 333 - 198168

Dear Mr. Davis :

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 statemen t 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 s tatement and the information you
provide in response to these comments, we may have additional comments.

General

1. Your filing indicates that you are a development stage company with limited operating
activities, no revenues, no orders from customers to purchase your products, no
arrangements for additional financing, nominal assets consisting only of cash, and a
going concern opinion from your independent public accountant.  These and other facts
suggest that your proposed business is commensurate in scop e with the uncertainty
ordinarily associated with a blank check company and that you should comply with Rule
419 of Regulation C under the Securities Act.  Please revise the registration statement to
comply with Rule 419 .

Alternatively, i f you believe that  you do not fall within the definition of a blank check
company, please supplementally provide us with a detailed explanation as to why Rule
419 does not apply.  In addition, please revise your registration statement to state that you
do not consider yourse lf a blank check company.  Further, please include appropriate

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 2

 disclosure to demonstrate your status as a non -blank check company, including more
robust disclosure regarding your business plan for the next twelve months.   Finally,
provide us supplementally w ith a copy of your business plan.  We may have additional
comments .

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present  to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in relianc e upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Cover Page

3. We note that your cover page disclosur e presents information about the offering, such as
proceeds, on a gross basis assuming all shares in the offering are sold. Since yours is a best
efforts, no minimum offering with no assurance that all or any portion of the shares offered
by you will be so ld, please revise your disclosure to more accurately reflect the range of
possible outcomes, including the possibility that you may not raise sufficient funds to cover
your offering expenses.  Note that any potential proceeds should be discussed on a net b asis.
In this regard, it appears that you should remove from the cover page the table showing
offering proceeds to the company.

4. Consistent with your disclosure on page 19, please disclose that you are a shell company
on your prospectus cover page, and ad d a risk factor that highlights the unavailability of
Securities Act Rule 144 for purposes of meeting the safe harbor requirement from the
definition of underwriter, including any effect on the liquidity of your shares and on your
ability to attract additi onal capital to implement your business plan or sustain future
operations.

Summary, page 4

5. Please revise your summary to prominently and unambiguously disclose that you
currently have no marketable product, no customers and no revenues.  Further, please
expand the summary to discuss the status of the app you intend to develop , the significant
milestones moving forward, and how you intend to transition from net losses to
generating profits .  This comment also applies to your business descriptio n beginning on
page 16.

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 3

 Risk Factors , page 6

General

6. Please include  a prominently placed risk factor  alerting  investors to the fact that you have
no marketable product, no customers and no revenues.  Clarify that substantial additional
deve lopment work will be required and that you may never develop an app that is
operational or marketable.

7. Please tell us what consideration you gave to including a risk factor disclosing any
financial or legal risks attributable to unlawful use of the platform by your users. Ensure
that you explain in Description of Business what policies and procedures, if any, you
have in place to monitor such activity.

“Because our sole officer and director has no prior experience …,” page 8

8. Please expand your disclosure to state that Mr. Davis has no experience developing
computer applications and to discuss the concomitant risks.

Use of Proceeds, page 11

9. Your use of proceeds table includes line items for gross and net proceeds; however, it
does not appear that you have accounte d for offering expenses in determining net
proceeds.  Please tell us whether you intend to utilize proceeds from the offering, if any,
to cover offering expenses, and if so, revise your disclosure to ensure that the net
proceeds amount is exclusive of such  expenses.

10. Your registration statement cover pag e and business section indicate  that a portion of the
offering proceeds will be utilized to develop your app, yet your use of proceeds table
does not appear to  allocate any proceeds towards product development .  In this regard,
we note that your Research and Development Expenditures discussion on page 17 does
not address product development plans.  Please advise or revise as necessary.

11. Please tell us the basis for your apparent belief that the accounting and  legal costs would
vary depending on the number of shares sold.

Description of Business , page 16

12. Please revise your business discussion to provide a more detailed description of your plan
of operation for the next twelve months. For each step necessar y to implement your
business plan, please provide an estimated timeline for completion.  Specifically discuss
in material detail your plans to develop the app, such as whether the product development
will be outsourced, and your timeline for releasing a ma rket-ready product.  Refer to Item
101(a)(2) of Regulation S -K.

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 4

 Marketing and Competition, page 17

13. Please expand  your disclosure to  provide a more complete description of the comp etitive
landscape .  For example, provide a description of the extent to which other location -
based apps and services  are already available.  Ensure that you briefly describe any
services tha t allow users to filter existing social networking messages by geographical
region.

Revenue Model, page 17

14. It appears that you intend initially to generate revenues solely through advertisements and
to make your app available free to users.   If so, p lease clarify this .  To the extent you
intend to charge users for the app services  in the initial phase, please include additional
disclosure explaining on what basis you would charge user fees.

Management’s Discussion and Analysis of Financial Condition  and Results of Operations

Planned Operations and Budget …, page 21

15. You state that yo u have commenced software development.  Please provide a description
of the development activities performed and describe with specificity any milestones
achieved to date.

16. Expand your disclosures to explain whether the software coding was performed by Mr.
Davis , by independent contractors , or otherwise.  If such software development was done
on a contract basis, discuss any implications related to your ownership of any such
intellectual property.

Liquidity and Capital Resources, page 21
17. Expand your disclosures to state the minimum number of months that you will be able to
conduct your planned operations using curren tly available capital resources and the
minimum amount needed to fund 12 months of operations.  Please provide appropriate
risk factor disclosure regarding any anticipated short falls with respect to your liquidity
position.

Exhibits, page 28
18. Please file the form of subscription agreement that you will require investors in the
offering to execute.  W e note the disclosure on page 14  in this respect.

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 requir e.  Since the company and its management are in

Daniel Davis
ASN Technologies, Inc.
September 11, 2014
Page 5

 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, in the event you request acce leration 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 responsibilit y 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 Rule  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 all ow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Ivan Griswold, Attorney Advisor, at (202) 551 -3853 , or in h is absence, me
at (202) 551 -3457 , with any question s.  If you require  additional assistance, you may contact
Barbara C. Jacobs, Assistant Director, at (202 ) 551 -3735.

 Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc:  Via E -Mail
  Anthony D. Guenther, Esq.