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May 8, 2020
Lei Wang
Chief Executive Officer
Guardforce AI Co., Limited
96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi,
Bangkok 10210, Thailand
Re:Guardforce AI Co., Limited
Amendment No. 1 to
Registration Statement on Form 20-F
Filed May 5, 2020
File No. 000-56154
Dear Ms. Wang:
            We have received your amended registration statement and have the following
comment.  In our comment, we have asked 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 or withdrawing your registration before it becomes effective on May 19,
2020.  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.  Unless we note
otherwise, our references to prior comments are to comments in our April 16, 2020 letter.
Amendment No. 1 to Registration Statement on Form 20-F
Consolidated Financial Statements
For the Years Ended December 31, 2018 and 2017, page F-25
1.We note that you have not included audited financial statements for the year ended
December 31, 2019 which were required to be included in the amended registration
statement at the time of filing.  This registration statement will become effective on May
19, 2020.  If the registration statement were to become effective in its present form, we
would be required to consider what recommendation, if any, we should make to the
Commission.  We suggest that you consider filing a substantive amendment correcting the
deficiency or a request for withdrawal of the registration statement before it becomes

 FirstName LastNameLei Wang
 Comapany NameGuardforce AI Co., Limited
 May 8, 2020 Page 2
 FirstName LastName
Lei Wang
Guardforce AI Co., Limited
May 8, 2020
Page 2
effective.  We have not reviewed your May 4, 2020 response letter other than to note your
response to comment 19 and your assertion that only two years of audited financial
information are required in your next amendment.  As 2019 is the second year you use
IFRS, the accommodation in General Instruction G to Form 20-F is not applicable.  As a
result, please provide audited financial information for the last three years in your next
amendment as required by Item 8A2 of Form 20-F.  We will provide more detailed
comments relating to your registration statement following our review of a substantive
amendment to the Form 20-F that addresses this deficiency.

            You may contact Mark Brunhofer at 202-551-3638 or David Irving at 202-551-3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance