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CORRESP
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filename1.htm

ANTHONY
L.G., PLLC

    laura
                                            aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
                                            COUNSEL:

    Jessica
    Haggard, esq. ***

    MICHAEL
    R. GEROE, ESQ, CIPP/US****

    CRAIG
    D. LINDER, ESQ*****

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.******

    STUART
    REED, ESQ

    LAZARUS
    ROTHSTEIN, ESQ.

    Harris
    Tulchin, Esq. *******

    DIRECT
                                            E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***licensed
in Missouri

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

******licensed
in NY and NJ

*******licensed
in CA and HI (inactive in HI)

January
12, 2023

VIA
ELECTRONIC EDGAR FILING

Office
of Real Estate and Construction

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    SYLA
                                            Technologies Co., Ltd.

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    December 15, 2022

    File
    No. 333-268420

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of SYLA Technologies Co., Ltd. (the “Company”) Pre-Effective Amendment
No. 3 (“Amendment No. 3”) to the above-referenced Registration Statement on Form F-1. Amendment No. 3 is marked to
show changes made from the previous filing made on December 15, 2022 (the “Prior Filing”). We have included a narrative
response herein keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) set forth in the Staff’s comment letter to Hiroyuki Sugimoto, Chief Executive
Officer of the Company, dated January 4, 2023. We trust you shall deem the contents of this letter responsive to your comment letter.

Amendment
No. 2 to Registration Statement on Form F-1 filed December 15, 2022

Description
of Business, page 82

    1.
    Comment:
                                            We note your revised disclosure regarding your AI switch system in response to our prior
                                            comment 2. Please provide further details of your AI switch system by explaining how the
                                            system operates and the services provided by your AI switch system. Your response should
                                            address the following:

    ●
    Tell us how the AI switch system collects cryptocurrency market information and where does it collect it from.

    ●
    Tell us how customers are notified which coins were most profitable in the past 24 hours, how often they are notified and if this
    is the only information provided to your customers.

    ●
    Tell us how your customers access the AI switch system.

    ●
    Clarify whether the AI switch system is a separate service from your mining machine operation and management services and if it is
    only available to customers that purchase mining machines or mining machine operation and management services.

    ●
    Tell us how you are compensated for AI switch system services, including whether it is a flat or variable fee.

    ●
    Tell us how you account for the revenues earned from your AI switch system.

    ●
    Tell us where this is accounted for in the financial statements and where it is discussed in the footnotes.

    Response:
                                            To clarify, the AI switch system is still under development (developmental stage) and has
                                            not yet been released for use. The general concept of the AI switch system that we envisioned
                                            was a system that will automatically collect cryptocurrency market information and notify
                                            customers which coins were most profitable in the past 24 hours. We were planning on offering
                                            the AI switch system service as an integrated service with (not a separate service from)
                                            mining machine operation and management services and only making it available to customers
                                            that purchase mining machine operation and management services from us. However, the details
                                            regarding the operation of the AI switch system have not yet been determined, including,
                                            but not limited to, (i) how the AI switch system will collect cryptocurrency market information
                                            and where it will collect it from, (ii) how customers will be notified which coins were most
                                            profitable in the past 24 hours, how often they will be notified and if this will be the
                                            only information provided to our customers, (iii) how the customers will access the AI switch
                                            system, (iv) how we will be compensated, if any, for AI switch system services, including
                                            whether it would be a flat or variable fee, and (v) how we would account for the revenues
                                            earned from the AI switch system when in operation. Therefore, we cannot provide you the
                                            information that you have requested as we have not determined such information as of yet.
                                            As the AI switch system is still under development and has not yet been released for use,
                                            no revenues have been earned from the use of the AI switch system to date and, accordingly,
                                            no revenues from the AI switch system have been accounted for in the financial statements
                                            or discussed in the footnotes thereto.

In
light of the deterioration of the crypto and mining machine market conditions in 2022, on December 30, 2022, the Board of Directors of
the Company decided to withdraw from the mining machine business by (i) discontinuing the manufacture and sale of computers as of December
30, 2022, (ii) selling the computer maintenance and management services business and manufacture and sale of computers business
to Getworks Co., Ltd. (“Get Works”), a third party, anticipated to close by January 31, 2023, pursuant to the terms
of a definitive business transfer agreement to be entered into by the Company and Getworks in accordance with the Letter of Intent, dated
January 11, 2023, between the Company and Getworks, and (iii) discontinuing the development of the AI switch system as of December 30,
2022.

    According
    to the foregoing, we clarified in the disclosure of Amendment No. 3 that the AI switch system is still under development and
    has not yet been released for use but was intended to be an integrated service with mining machine operation and management services.
    In addition, we disclosed throughout the prospectus that, in light of the deterioration of the crypto and mining machine market
    conditions in 2022, on December 30, 2022, the Board of Directors of the Company decided to withdraw from the mining machine business
    by (i) discontinuing the manufacture and sale of computers (with mining machine capabilities) as of December 30, 2022, (ii) selling
    the computer maintenance and management services business and manufacture and sale of computers business to Getworks Co.,
    a third party, anticipated to close by January 31, 2023, pursuant to the terms of a definitive business transfer agreement
    to be entered into by the Company and Getworks in accordance with the Letter of Intent, dated January 11, 2023, between the Company
    and Getworks, which is an exhibit to Amendment No. 3 and (iii) discontinuing the development of the AI switch system as of
    December 30, 2022.

Note
2 - Summary of Significant Accounting Policies

(n)
Revenue Recognition, page F-47

    2.
    Comment:
                                            We note your response to our prior comment 3. Specifically, we note that you only provide
                                            an “environment” whereby the company’s customers can mine. Please address
                                            the following questions related to the mining machine operations and management services:

    ●
    Tell us how the customer’s actually mine for crypto currency on the computers you sell/rent which stay in your possession.
    Provide us a step-by-step process as to how the mining is initiated and completed.

    ●
    Tell us who sets up the computers with the mining software and who configures the computers for mining.

    ●
    Tell us how your customers gain access to the computers for mining and explain how they are able to make decisions about what and
    when to mine.

    ●
    Tell us who operates the system that allows the customers to gain access to their mining equipment and explain how customers pay
    for that access.

    ●
    Tell us the nature of your actual “maintenance” of the mining machines.

    ●
    In your response to our prior comment 3 you state that “the customers of the Company perform mining on an individual basis,
    by joining different mining pools.” Please tell us the entity or entities that manage these mining pools. Additionally, please
    tell us the entity or entities that cultivate the list of mining pools that are made available to customers for investment.

    Response:
                                            The Company respectfully provides the Staff with the following responses to each of the
                                            Staff’s questions above related to the mining machine operations and management services.

    Tell
    us how the customer’s actually mine for crypto currency on the computers you sell/rent which stay in your possession. Provide
    us a step-by-step process as to how the mining is initiated and completed.

    First
    a potential customer comes to the Company and says that it would like to purchase a mining machine computer from the Company. Some
    customers already know the type of computer model that they would like to obtain including all of the associated specifications with
    such model such as memory space, type of chips, wafers and other related components. Some customers also already know the type of
    operating systems and mining software that they would like to be installed on the computer and which coin or coins that they would
    like to use the computer to mine for. Other customers who don’t already know, ask the Company for a selection of options for
    computer models and specifications, in which case the Company presents the customer with a list of the types of available computer
    models such as Rimawari-kun Miner A4000, Rimawari-kun Miner RX, Rimawari-kun Miner A4000 super, and Rimawari-kun Miner A2000;
    as well as with a list of available computer specifications such as GPU, cooling fan, motherboard, memory and power supply unit.
    Some of these customers also ask the Company for a selection of types of operating systems and mining software that can be installed
    on the computers in which case the Company provides the customers with a list of such operating systems such as Windows, Cloud, Linux,
    Mac OS and Android as well as a list of such mining software such as G Miner, T-REX Miner, NB Miner, lol Miner, BZ Miner, TeamRedMiner,
    Nicehash Miner. This information that the Company provides to these customers upon the customer’s request regarding which mining
    software is publicly available information. The Company uses the following websites to obtain the names of the most popular mining
    software that is currently available in the market: https://hiveon.com/features/#personalConfig. Neither the Company nor its affiliates
    have any connection of any kind to these websites. Each type of mining software can be used to mine a specific coin such as Ethereum,
    Bitcoin, Ethereum classic, Flux, Ergo, Ravencoin and Cortex. The Company only provides this information if it is requested by the
    customer. We also present the customers with pricing information on the cost of such computers and associated features.

The
customer then selects the computer model and associated specifications, including the type of operating system and type of mining software
that the customer would like to have placed on the computer, as well as how the customer would like to have the computer configured for
use and places an order for such computer with the Company. After the order is made, the Company then builds and prepares the computer
based on the specific order placed by the customer by integrating the chips, wafers, and other related components, as selected by the
customers which are procured from external suppliers. The Company also then installs the operating system and installs the mining software
selected by the customer on the computer. The Company also then configures the computer for use by arranging the software on the computer
as directed by the customer.

Once
the computer is prepared, the Company then performs tests on the computers to make sure that the computers are functioning and operating
in good condition. After the testing of the computers is completed, the Company gives the customer the option of either taking the computer
home or putting it at the data center operated by the Company or at a data center operated by a different company. The customer then
tells the Company if they want to take the computer home, place it at the data center operated by the Company, or data center operated
by a different company, and the Company then proceeds in accordance with the customer’s direction.

After
delivery of the computer, whether to the customer’s home or to a data center, the customers have a 10-day period to inspect the
mining machines, either by webcam or on-site inspection if the computer is at a data center or at their home in person if the computer
is at the customer’s home. If the customers do not raise any questions within the 10-day period, the computers are deemed to be
accepted by the customers. The customers then make their own personal digital wallet on their own without any involvement by the Company
and once the customers complete that process the customers direct the Company to connect the computer to the customer’s wallet
address through phone call or email. Once the customer wallet is connected to the computer, the customer then directs the Company to
activate the computer for mining by connecting the computer with a public digital asset mining pool chosen by the customer in its sole
discretion.

Some
customers already know the mining pools that they wish to join, and in that case they advise the Company of the mining pool of their
choice and the Company then connects the computer to that pool as selected by the customer. The other customers specifically ask the
Company for a selection of options of mining pools that they can join, in which case the Company provides the customer at their request,
with a list of mining pools they can choose from such as Hiveon Pool, Flex pool, 2Miners, and F2Pool. This information that the Company
provides to these customers upon the customer’s request regarding which mining pools are available is publicly available information.
The Company uses the following websites to obtain the names of the most popular mi