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CORRESP
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filename1.htm

NEWLAN
LAW FIRM, PLLC

2201
Long Prairie Road, Suite 107-762

Flower
Mound, Texas 75022

September
18, 2023

Office
of Industrial Applications and Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:       Ludwig
Enterprises, Inc.

Amendment
No. 3 to

Registration
Statement on Form S-1

Filed
August 18, 2023

File
No. 333-271439

Ladies
and Gentlemen:

This
is in response to the letter of comment of the Staff dated September 2, 2023, relating to the captioned Registration Statement on Form
S-1 of Ludwig Enterprises, Inc. (the “Company”). The comments of the Staff are addressed below, seriatim:

Amendment
No. 3 to Form S-1 Filed August 18, 2023

Risk
Factors

We
are an early-stage genomics technology and health related Company without any products or

services
currently available for sale, page 6

    1.
    We
    note the disclosure here that you have several product and service candidates, including your proprietary mRNA genetic program and
    nutraceutical supplement, which you hope to bring to market by the second quarter of 2023. Please update this disclosure and reconcile
    it with the disclosure on page 3 to describe your current business operations.

Please
be advised that the disclosure has been reconciled and updated throughout the filing, in response to this comment.

Business,
page 36

    2.
    We
    note your disclosure on page F-5 that on June 6, 2023, you formed Exousia Ai, Inc., a Wyoming corporation, which is your wholly-owned
    subsidiary, and that “EXO is expected to investigate a differential sequence of Exosomal Nanog DNA as a possible diagnostic
    cancer marker.” Please revise your Business section to discuss the recent formation of Exousia Ai, Inc. as well as to briefly
    describe the business it intends to conduct. Please also file as an exhibit a list of all of your subsidiaries. See Item 601(b)(21)
    of Regulation S-K.

Please
be advised that more accurate disclosure has been added, in response to this comment.

Employees,
page 46

    3.
    We
    note the disclosure that you have no employees and that you retain persons who perform required professional services on your behalf
    as consultants. Please revise to disclose here or at another appropriate section of your prospectus to describe your relationships
    with consultants to perform your business operations, including the development of your products.

Please
be advised that two executive officers have been added to the Company’s management. One, Marvin Hausman, M.D., the Company’s
new Chief Executive Officer, was formerly a consultant of the Company. The other is Thomas Terwilliger, the Company’s new Chief
Operating Officer. The disclosure has been updated throughout the filing, to reflect these additions to management, as well as consulting
agreement terminations resulting from the additions to management.

Certain
Relationships and Related Transactions, page 51

    4.
    We
    note your response to comment 1 and your revised disclosure here describing the Common Stock Repurchase Agreement and the terms of
    the Note issued to Worthington Financial Services, Inc. Please revise your disclosure here to discuss all material terms of the Note,
    including the default provisions. In addition, we note that the Common Stock Repurchase Agreement included as Exhibit 10.12 refers
    to two Exhibits, Exhibit A and Exhibit B, but these exhibits do not appear to be included with the agreement. We also note that the
    signature of CEO Anne Blackstone does not appear to be appropriately executed in the agreement. Please refile the agreement to include
    all of its exhibits and a fully executed signature for CEO Anne Blackstone or advise.

Please
be advised that the disclosure has been revised, in response to such comment. Also, Exhibit 10.12 has been refiled.

Financial
Statements for the Six Months Ended June 30, 2023 and 2022, page F-1

    5.
    Please
    remove the notation "Audited" from the column for December 31, 2022 since full audited financial statements are not provided.

Please
be advised that “Audited” has been removed from the subject column on the Balance Sheet.

General

    6.
    We
    note your response to comment 4. We also note that given you currently have no employees, your business appears to substantially
    depend on your consultants, including Mr. Terwilliger and Mr. Magliochetti, including with respect to managing interactions between
    your business and The Fannon Group. Revise to disclose the business relationships among your business, Mr. Terwilliger, Mr. Magliochetti,
    and The Fannon Group. To the extent that you have agreements with these consultants on which your business substantially depends,
    or these agreements are with related parties, please disclose the material terms of these agreements and file them as exhibits pursuant
    to Item 601(b)(10) of Regulation S-K or explain the basis for your determination that filing them is not required.

Please
be advised that, in addition to its adding two executive officers, the Company has terminated its consulting agreements with The Fannon
Group and Homeopathic Partners, Inc. The Company determined that the consulting agreements with these firms was no longer needed, with
the addition of Mr. Terwilliger as Chief Operating Officer. The disclosure has been updated in this regard, throughout the filing. Further,
please be advised that the Company does not rely on Mr. Magliochetti’s consulting services.

    7.
    We
    note your response to comment 5 and reissue the comment. It appears that the section entitled, "Directors, Executive Officers,
    Promoters and Control Persons," continues to appear in your table of contents and we were unable to locate any revisions. Please
    revise or remove the section from the table of contents.

Please
be advised that the erroneous reference in the Table of Contents has been rectified.

_____________________________

The
Company believes that this filing is now in order for effectiveness.

Please
feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company’s responses.

Thank
you for your attention in this matter.

Sincerely,

NEWLAN
LAW FIRM, PLLC

By:
/s/ Eric Newlan

Eric
Newlan

Managing
Member

cc:
Ludwig Enterprises, Inc.