SecProbe.io

April 14, 2025
William Westbrook
Chief Executive Officer
Ex-Im America Ltd.
4040 Broadway
San Antonio, TX 78209
Re:Ex-Im America Ltd.
Amendment No. 2 to Offering Statement on Form 1-A
Filed April 1, 2025
File No. 024-12542
Dear William Westbrook:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 16, 2025 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Dilution, page 9
1.We note your expanded disclosure in response to prior comment 2, however the book
value used in your pre-offering book value per share calculation appears inconsistent
with your net book value as of December 31, 2024. Please revise for consistency or
provide additional disclosure for context.
Business, page 13
2.We note that the development agreement filed in response to prior comment 3 is
between iTappBox SRL and CYBERFUND LLC. Please revise to clarify the nature
of the relationship, if any, between EX-IM AMERICA LTD and CYBERFUND LLC
and advise whether EX-IM AMERICA LTD is a party to the agreement.

April 14, 2025
Page 2
Index to Financial Statements, page 18
3.Please address the following as it relates to your financial statements:
•Label your financial statements as unaudited;
•Ensure consistency in your December 31, 2024 retained earnings balance as
reported on your balance sheet and your statement of stockholders' equity;
•Remove net income from your balance sheet; and
•Revise the financing line items on your statement of cash flows to show separate
line items for the total proceeds for issuance of common stock and a net cash
provided by financing activities.

Signatures, page 26
4.We note the revisions made in response to prior comment 10. Please revise to
disclose, if true, that William Westbrook is also signing the offering statement in his
capacity as Chief Executive Officer. Additionally, while we note that Luis Vega
signed the offering statement on behalf of the issuer, he also must sign the offering
statement in his individual capacity as Chief Financial Officer. Please revise.
Exhibits
5.We note the legality opinion filed in response to prior comment 12. This legality
opinion references a registration statement on Form S-1A. Please provide a revised
legality opinion that clarifies it is referencing this offering statement on Form 1-A.
General
We note the revisions made in response to prior comment 14 and re-issue this
comment. In this regard, there continue to be inconsistences between disclosures in
your offering circular and disclosures provided in response to Part I of the offering
statement. More specifically, we note the following:

•Item 1 of Part I of Form 1-A calls for disclosure of certain financial statement
information relating to the most recent period contained in this offering statement.
Therefore, please revise to ensure the information provided in response to this
section is consistent with the financial statement information for the period ended
December 31, 2024;
•You disclose on page 2 of your offering circular that the offering may continue
for up to three years and that it will be a best efforts offering. Thus, it appears this
offering is a continuous offering pursuant to Rule 251(d)(3), will last more than
one year and will be conducted on a best efforts basis. Please revise Item 4 of Part
I of Form 1-A to select the appropriate checkboxes;
•You disclose on page 9 of your offering circular that you had 2,751,600 shares of
common stock outstanding as of December 31, 2024. Please ensure your response
to the Item 4 of Part I of Form 1-A prompt that calls for the disclosure of the
number of securities of securities outstanding of the class being offered is
accurate; and6.

April 14, 2025
Page 3
•On page 16 of your offering circular, you disclose that certain individuals
received shares of your common stock on November 3, 2024. As it appears these
were likely unregistered securities issued or sold within one year, you should
provide appropriate disclosure in response to Item 6 of Part I of Form 1-A.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard W. Jones