SecProbe.io

CORRESP
 1
 filename1.htm

 StableX
Technologies, Inc.

 1185
Avenue of the Americas

 New
York, New York 10036

 February
6, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

 Attention:
Uwem Bassey

 Re:
 StableX
 Technologies, Inc.
 Registration
 Statement on Form S-3
 Originally
 filed on June 10, 2025, as amended on January 9, 2026
 File
 No. 333-287925 (as amended, the " Registration Statement ")
 Request
 for Acceleration

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under
the Securities Act of 1933, as amended, StableX Technologies, Inc. (the " Company "), hereby respectfully requests
acceleration of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on February
6, 2026, or as soon thereafter as practicable.

 Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.

 Very
 truly yours,

 StableX
 Technologies, Inc.

 By:

 /s/
 Joshua Silverman

 Joshua
 Silverman

 Chief
 Executive Officer

 cc:
 Rick
 Werner, Esq., Haynes and Boone, LLP
 Alla
 Digilova, Esq., Haynes and Boone, LLP

June 17, 2025
Josh Silverman
Executive Chairman
AYRO, Inc.
1185 Avenue of the Americas
New York, NY 10036
Re:AYRO, Inc.
Registration Statement on Form S-3
Filed June 10, 2025
File No. 333-287925
Dear Josh Silverman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Rick A. Werner

CORRESP
1
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AYRO,
Inc.

900
E. Old Settlers Boulevard, Suite 100

Round
Rock, Texas 78664

December
6, 2023

VIA
EDGAR

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Attention:
Mariam Mansaray and Matthew Derby

    Re:
    AYRO,
    Inc.

    Amendment
    No. 2 to Registration Statement on Form S-3

    Originally
    filed on September 8, 2023, as amended on September 27, 2023 and November 30, 2023

    File
    No. 333-274439 (as amended, the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, AYRO, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on December 8, 2023,
or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    AYRO,
    Inc.

    By:
    /s/
    Thomas M. Wittenschlaeger

    Thomas
    M. Wittenschlaeger

    President
    and Chief Executive Officer

    cc:

    Rick
    Werner, Esq., Haynes and Boone, LLP

CORRESP
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AYRO,
Inc.

900 E. Old Settlers Boulevard, Suite 100

Round Rock, Texas 78664

November
30, 2023

VIA
EDGAR

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Attention:
Mariam Mansaray and Matthew Derby

Re: AYRO,
                                            Inc.

  Amendment
  No. 1 to Registration Statement on Form S-3

  Originally
  filed on September 8, 2023, as amended on September 27, 2023

  File
  No. 333-274439 (as amended, the “Registration Statement”)

Dear
Ms. Mansaray and Mr. Derby:

On
behalf of AYRO, Inc. (the “Company”), we hereby transmit the Company’s response to the comment letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated October 24, 2023, regarding the Registration Statement. For the Staff’s convenience, we have repeated below the Staff’s
comment in bold, and have followed the comment with the Company’s response.

Amendment
No. 1 to Registration Statement on Form S-3

General

 1. Please
                                            revise your disclosure to prominently discuss the dilution that will occur to existing shareholders
                                            as a result of the registration and sale of the shares being registered in this transaction.
                                            As part of your disclosure, be sure to provide qualitative and quantitative disclosure regarding
                                            the percentage of shares being registered compared to the number currently outstanding and
                                            the impact this transaction will have on existing shareholders. In addition, revise your
                                            risk factor disclosure as appropriate.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on the cover page and page 7 of the Registration Statement
to provide additional qualitative and quantitative disclosure regarding the percentage of shares being registered compared to the number
currently outstanding and the impact this transaction will have on existing shareholders.

*
* * * *

U.S.
Securities & Exchange Commission

November
30, 2023

Page
2

We
thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the staff of the Commission have
any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq.
at (212) 659-4974.

    Very
    truly yours,

    AYRO,
    Inc.

    By:
    /s/
    Thomas M. Wittenschlaeger

    Thomas
    M. Wittenschlaeger

    President
    and Chief Executive Officer

cc:
Rick Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
October 24, 2023
Tom Wittenschlaeger
Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
Re:AYRO, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed October 10, 2023
File No. 333-274439
Dear Tom Wittenschlaeger:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3 filed October 10, 2023
General
1.Please revise your disclosure to prominently discuss the dilution that will occur to existing
shareholders as a result of the registration and sale of the shares being registered in this
transaction. As part of your disclosure, be sure to provide qualitative and quantitative
disclosure regarding the the percentage of shares being registered compared to the number
currently outstanding and the impact this transaction will have on existing shareholders.
In addition, revise your risk factor disclosure as appropriate.

 FirstName LastNameTom  Wittenschlaeger
 Comapany NameAYRO, Inc.
 October 24, 2023 Page 2
 FirstName LastName
Tom  Wittenschlaeger
AYRO, Inc.
October 24, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mariam Mansaray at 202-551-5176 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rick Werner

CORRESP
1
filename1.htm

AYRO,
Inc.

900 E. Old Settlers Boulevard, Suite 100

Round Rock, Texas 78664

October
10, 2023

VIA
EDGAR

Division
of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mariam Mansaray and Matthew Derby

Re: AYRO,
                                            Inc.

                                            Amendment No. 1 to Registration Statement on Form S-3

                                            Originally filed on September 8, 2023, as amended on September 27, 2023

                                            File No. 333-274439 (as amended, the “Registration Statement”)

Dear
Ms. Mansaray and Mr. Derby:

On
behalf of AYRO, Inc. (the “Company”), we hereby transmit the Company’s response to the comment letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated October 3, 2023, regarding the Registration Statement. For the Staff’s convenience, we have repeated below the Staff’s
comment in bold, and have followed the comment with the Company’s response.

Amendment
No. 1 to Registration Statement on Form S-3

General

 1. Given
                                            the size and nature of the resale offering relative to the outstanding shares of common stock
                                            held by non-affiliates, it appears that this transaction may be an indirect primary offering
                                            by or on behalf of the company. Please provide us with your legal analysis as to why the
                                            transaction covered by the registration statement should be regarded as a secondary offering
                                            that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the
                                            Securities Act. For guidance, please refer to Question 612.09 of the Securities Act Rules
                                            Compliance and Disclosure Interpretations.

The
Company respectfully submits that the offering contemplated in the Registration Statement is not an indirect primary offering, but is
a valid secondary offering by or on behalf of the selling stockholders that may be registered for resale on a continuous basis pursuant
to Rule 415(a)(1)(i) of Regulation C of the Securities Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided
that the registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus,
Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the selling stockholders in
a secondary offering.

U.S.
Securities & Exchange Commission

October 10, 2023

Page 2

In
Interpretation 612.09 of the Staff’s Securities Act Rules Compliance and Disclosure Interpretations (“C&DI”),
the Staff sets forth a detailed analysis of the relevant factors that should be examined when determining whether the offering is by
or on behalf of a person other than the registrant. Interpretation 612.09 provides that:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually
underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the
seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf
of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for
a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary one is really on behalf of the
issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the
selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.”

Each
of the relevant factors listed in Interpretation 612.09 is discussed below. Based on an analysis of the specific factors listed in Interpretation
612.09 and all the circumstances for the Company, the Company respectfully submits that the transaction described herein is appropriately
characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).

(A)
How long the selling stockholders have held the shares

The
Company entered into the securities purchase agreement on August 7, 2023 (the “Securities Purchase Agreement”)
with certain existing investors identified therein (each an “Investor”, collectively, the “Investors”).
Pursuant to the Securities Purchase Agreement, the Investors committed to purchase from the Company and the Company agreed to issue (i)
an aggregate of 22,000 shares of the Company’s Series H-7 convertible preferred stock (the “Preferred Shares”),
convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
and (ii) warrants to acquire shares of Common Stock (the “Investor Warrants”) (collectively, the “August
Offering”). The Company also issued warrants to purchase shares of Common Stock on substantially the same terms
as the Investor Warrants (together with the Investor Warrants, the “Warrants”) to Palladium Capital Group,
LLC (“Palladium”) as compensation for its services as placement agent in connection with the August Offering.
The shares of Common Stock issuable upon the conversion of the Preferred Shares are herein referred to as “Conversion Shares,”
and the shares of Common Stock issuable upon the exercise of the Warrants are herein referred to as “Warrant Shares.”

U.S.
Securities & Exchange Commission

October 10, 2023

Page 3

The
August Offering was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act
and in reliance on similar exemptions under applicable state laws. Each of the Investors represented to the Company that it was an accredited
investor within the meaning of Rule 501(a) of Regulation D and that it was acquiring the securities for investment only and not with
a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Shares and Warrants were offered
without any general solicitation by the Company or its representatives.

Generally,
the longer shares are held, the less likely it is that the selling stockholders are acting as a mere conduit for the Company. However,
the Company notes that there is no mandatory holding period for a private investment in public equities (“PIPE”)
transaction, such as the August Offering, to be characterized as a private placement. As noted by the Staff in Securities Act C&DI
Question 139.11, a valid secondary offering could in theory occur immediately following the closing of a private placement. C&DI
Question 139.11 provides as follows:

“In
a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed
a Section 4(2)-exempt sale of the securities […] to the investor, and the investor is at market risk at the time of filing of
the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price
that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or
at any subsequent date. […] There can be no conditions to closing that are within an investor’s control or that an investor
can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the
company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions.
The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale
registration statement.”

As
the interpretation states a company may even register a secondary offering before shares are issued in a PIPE transaction. The Company
is not aware of any Staff guidance on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether
a purported secondary offering is really a primary offering. In addition, the Company is not aware that the Staff has taken the position
that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the
offering is a valid secondary offering, and the Company believes such a position would be inconsistent with C&DI Question
139.11 mentioned above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement
is not yet effective.

U.S.
Securities & Exchange Commission

October 10, 2023

Page 4

Furthermore,
because the purchase price has already been paid and the Preferred Shares and the Warrants have already been delivered to the Investors,
they bear the investment risk of holding all of these securities issued under the Securities Purchase Agreement. The Investors participated
in the August Offering with the knowledge that they might not be able to exit their positions at a profit, and they provided evidence
that they purchased the Preferred Shares and the Warrants with the intent to invest, rather than to effect a distribution, as an underwriter
would have. The Investors have already been subject to the full investment risk associated with ownership of the Company’s equity
securities for a period two months, and even if the Registration Statement were immediately declared effective it would be several months,
at a minimum, before the Investors could resell all of the Common Stock underlying the Preferred Shares which the Company is seeking
to register. Accordingly, the Investors cannot be compared to underwriters as underwriters (by definition) do not take long term risk
on an issuer’s equity securities.

(B)
The circumstances under which the selling stockholders received their shares

The
Conversion Shares and the Warrant Shares being registered for resale were or will be issued to investors upon the conversion of the Preferred
Shares or the exercise of the Warrants, which were issued and sold to the Investors in an arm’s-length private placement transaction,
pursuant to a Securities Purchase Agreement that was vigorously negotiated, including between legal counsels for the Company and the
lead Investor, and which complied in all respects with Section 4(a)(2) of the Securities Act. As set forth in the Registration Statement,
other than receipt of the exercise price of the Warrants, the Company will not receive any proceeds from the resale of the Conversion
Shares and the Warrant Shares by the Investors. Although the question of who receives proceeds is not the only factor on which the analysis
of the character of an offering should be based, the fact that the Company will not receive any financial benefits from the sales of
the securities being registered further supports the conclusion that the proposed offering is not a primary offering on behalf of the
Company.

Furthermore,
each of the Investors specifically represented to the Company, as set forth in Section 2(b) of the Securities Purchase Agreement, that
it was acquiring the securities for its own account and not with a view towards, or for resale in connection with, the public sale or
distribution thereof, and it had no agreement or understanding, directly or indirectly, with any individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity
or any department or agency thereof to distribute any of the Securities in violation of applicable securities laws.

In
addition, as far as the Company is aware, none of the Investors have engaged, or will engage, in any directed selling efforts, marketing
or other solicitation of purchasers or otherwise pre-arrange for the sale of the share of Common Stock being registered. Investors are
expected to sell the shares of Common Stock in ordinary trading in public markets and, accordingly, are subject to general risks of trading
securities in public markets, including the risk that the Investors sell shares below their cost basis.

U.S.
Securities & Exchange Commission

October 10, 2023

Page 5

(C)
Selling stockholders’ relationship with the Company

Other
than Palladium acting as placement agent for the Company in the August Offering and as a financial advisor or placement agent to the
Company in various transactions in the past, none of the selling stockholders have any relationship with the Company other than as passive
investors in the Company. None of the Investors or their respective affiliates has held any position or office or has had any
material relationship with the Company within the past three years.  Moreover, the Staff has previously noted in the C&DI Question
212.15 that “affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances,
affiliates may make offerings that are deemed to be genuine secondaries.” As a result, this factor weighs favorably in the Company’s
determination that the offering for resale of the Conversion Shares and Warrant Shares by the Investors under the Registration Statement
is a secondary offering and not a primary offering.

(D)
The amount of shares being registered

The
Company acknowledges the large amount of shares of common stock involved; however, the Company does not believe that the amount
of shares being registered alone warrants re-characterizing a valid secondary offering as a primary offering. Pursuant to Interpretation
612.09, the amount of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances,
a purported secondary offering is instead an indirect primary offering. Furthermore, the Staff’s own interpretations support the
Company’s position. For example, C&DI Interpretation 612.12 describes a scenario in which a holder of more than 70%
of the outstanding stock is able to effect a valid secondary offering. The interpretation states, in relevant part:

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity
offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is
not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The
Company believes that these interpretive provisions make clear that a single holder of in excess of 50% of the public float of a company’s
common stock can effect a valid secondary offering of its shares unless other facts, beyond the mere level of ownership, indicate that
the selling stockholder is acting as a conduit of the issuer.

Moreover,
there is no evidence that a distribution would occur if the Registration Statement is d

United States securities and exchange commission logo
October 3, 2023
Tom Wittenschlaeger
Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
Re:AYRO, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed September 27, 2023
File No. 333-274439
Dear Tom Wittenschlaeger:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
General
1.Given the size and nature of the resale offering relative to the outstanding shares of
common stock held by non-affiliates, it appears that this transaction may be an indirect
primary offering by or on behalf of the company. Please provide us with your legal
analysis as to why the transaction covered by the registration statement should be regarded
as a secondary offering that is eligible to be made on a delayed or continuous basis under
Rule 415(a)(1)(i) of the Securities Act. For guidance, please refer to Question 612.09 of
the Securities Act Rules Compliance and Disclosure Interpretations.

 FirstName LastNameTom  Wittenschlaeger
 Comapany NameAYRO, Inc.
 October 3, 2023 Page 2
 FirstName LastName
Tom  Wittenschlaeger
AYRO, Inc.
October 3, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rick Werner

United States securities and exchange commission logo
September 15, 2023
Tom Wittenschlaeger
Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
Re:AYRO, Inc.
Registration Statement on Form S-3
Filed September 8, 2023
File No. 333-274439
Dear Tom Wittenschlaeger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mariam Mansaray, Staff Attorney, at (202) 551-6356 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rick Werner

United States securities and exchange commission logo
November 30, 2020
Rodney C. Keller, Jr.
Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, TX 78664
Re:AYRO, Inc.
Registration Statement on Form S-3
Filed November 27, 2020
File No. 333-251001
Dear Mr. Keller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rick A. Werner, Esq.

CORRESP
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AYRO,
Inc.

900
E. Old Settlers Boulevard, Suite 100

Round
Rock, Texas 78664

November
30, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington, D.C. 20549

Attention:
Jeff Kauten and Jan Woo

    Re:

    AYRO,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    on November 27, 2020

    File
    No. 333-251001 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, AYRO, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
December 2, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Matthew L. Fry, Esq. at (214) 651-5443.

    Very
        truly yours,

        AYRO,
        INC.

    By:
    /s/ Curtis Smith

    Curtis Smith

    Chief Financial Officer

    cc:
    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Matthew
    L. Fry, Esq., Haynes and Boone, LLP

CORRESP
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filename1.htm

AYRO,
Inc.

900
E. Old Settlers Boulevard, Suite 100

Round
Rock, Texas 78664

September
4, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington, D.C. 20549

Attention:
Kathleen Krebs and Jan Woo

    Re:

    AYRO,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    on September 2, 2020

    File
    No. 333-248543 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, AYRO, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
September 8, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Matthew L. Fry, Esq. at (214) 651-5443.

    Very
    truly yours,

    AYRO,
    INC.

    By:

    /s/
    Curtis Smith

    Curtis Smith

                                                         Chief Financial Officer

    cc:

    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Matthew
    L. Fry, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
September 4, 2020
Rodney C. Keller, Jr.
President and Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
Re:AYRO, Inc.
Registration Statement on Form S-3
Filed September 2, 2020
File No. 333-248543
Dear Mr. Keller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kathleen Krebs, Special Counsel, at (202) 551-3350 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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AYRO,
Inc.

900
E. Old Settlers Boulevard, Suite 100

Round
Rock, Texas 78664

August
13, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Edwin Kim

Re: AYRO,
                                         Inc.

Registration
Statement on Form S-3

Filed
on August 3, 2020, as amended on August 12, 2020

File
No. 333-240314 (the “Registration Statement”)

Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, AYRO, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement, as amended, so that it may become effective at 5:00 p.m., Eastern
Time, on August 14, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Matthew L. Fry, Esq. at (214) 651-5443.

    Very
    truly yours,

    AYRO,
    INC.

    By:

    /s/
    Curtis Smith

    Curtis
    Smith

    Chief Financial Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

    Matthew L. Fry, Esq., Haynes and Boone, LLP

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August
11, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Edwin Kim

    RE:
    AYRO,
        Inc.

        Registration
        Statement on Form S-3

        Filed
        on August 3, 2020

        File
        No. 333-240314

        Withdrawal of Request for Acceleration

Dear
Mr. Kim:

We
hereby withdraw until further notice the request for acceleration of effectiveness of our Registration Statement on Form S-3 (File
No. 333-240314), per our letter dated Monday, August 10, 2020.

Should
any member of the staff of the Securities and Exchange Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Matthew L. Fry, Esq. at (214) 651-5443.

    Very
    truly yours,

    AYRO,
    INC.

    By:

    /s/
    Curtis Smith

    Curtis Smith

                                                         Chief Financial Officer

    cc:

    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Matthew
    L. Fry, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
August 7, 2020
Rodney C. Keller, Jr.
Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, TX 78664
Re:AYRO, Inc.
Registration Statement on Form S-1
Filed August 3, 2020
File No. 333-240314
Dear Mr. Keller, Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Rick Werner, Esq.

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AYRO,
Inc.

900
E. Old Settlers Boulevard, Suite 100

Round
Rock, Texas 78664

August
10, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Edwin Kim

    Re:

    AYRO,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    on August 3, 2020

    File
    No. 333-240314 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, AYRO, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
August 11, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Matthew L. Fry, Esq. at (214) 651-5443.

    Very truly yours,

    AYRO, INC.

    By:

    /s/
    Curtis Smith

    Curtis
    Smith

 Chief Financial Officer

    cc:

    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Matthew
    L. Fry, Esq., Haynes and Boone, LLP

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DropCar,
Inc.

1412
Broadway, Suite 2105

New
York, NY 10018

April
24, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    DropCar,
    Inc.

    Registration
    Statement on Form S-4 File No. 333-236461

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, DropCar, Inc. (the “Company”)
hereby requests acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-236461), as amended
(the “Registration Statement”), so that it may become effective at 5:00 p.m. Washington, D.C. time on April
24, 2020, or as soon as possible thereafter.

The
Company hereby authorizes Daniel A. Bagliebter, Esq. of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to orally modify or
withdraw this request for acceleration.

The
Company respectfully requests that it be notified of such effectiveness by a telephone call to Attorney Bagliebter at (212) 692-6856
and that such effectiveness also be confirmed in writing. Any questions regarding this request may be addressed to Attorney Bagliebter.

    Very
    truly yours,

    DROPcar,
    INC.

    /s/ Spencer
    Richardson

    Spencer
    Richardson

    Chief
    Executive Officer

    cc:
    DropCar,
    Inc.

    Josh
    Silverman, Chairman of Board of Directors

    Mintz,
    Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Kenneth
    R. Koch, Esq.

    Daniel
    A. Bagliebter, Esq.

    Stephanie
    Leopold, Esq.

    Haynes
    and Boone, LLP

    Rick
    A. Werner, Esq.

    Matthew
    L. Fry, Esq.

    Jayun
    Koo, Esq.

February 20, 2020
Spencer Richardson
Chief Executive Officer
DropCar, Inc.
1412 Broadway, Suite 2105
New York, NY 10018
Re:DropCar, Inc.
Registration Statement on Form S-4
Filed February 14, 2020
File No. 333-236461
Dear Mr. Richardson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Daniel Bagliebter, Esq.

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Blueprint

DropCar, Inc.

1412 Broadway, Suite 2105

New York, New York 10018

February 12,
2020

VIA EDGAR

Ms. Jan Woo

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Re:

DropCar,
Inc.

Registration
Statement on Form S-3

Filed
February 7, 2020

File
No. 333-236330

Dear
Ms. Woo:

Pursuant to Rule
461 of the Rules and Regulations promulgated under the Securities
Act of 1933, as amended, DropCar, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated to Friday,
February 14, 2020, at 9:00 a.m., Eastern Time, or as soon as
thereafter practicable.

The
cooperation of the staff in meeting the timetable described above
is very much appreciated.

Any
questions should be addressed to Daniel A. Bagliebter, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler
Center, 666 Third Avenue, New York, New York 10017, telephone (212)
692-6856.

Thank
you very much.

Very truly
yours,

DropCar,
Inc.

/s/ Joshua
Silverman

By: Joshua
Silverman

Title:
Chairman of the Board of Directors

February 12, 2020
Spencer Richardson
Chief Executive Officer
DropCar, Inc.
1412 Broadway, Suite 2105
New York, NY 10018
Re:DropCar, Inc.
Registration Statement on Form S-3
Filed Febraury 7, 2020
File No. 333-236330
Dear Mr. Richardson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Kauten, Staff Attorney, at (202) 551-3447 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Daniel Bagliebter

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DropCar, Inc.

1412 Broadway,
Suite 2105

New York, New
York 10018

May 23, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

 Re: DropCar, Inc.

Registration Statement on Form S-3

Filed
April 16, 2018, as amended on May 4, 2018 and May 17, 2018

File
No. 333-224300

Dear Mr. Lindsay:

Pursuant
to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, DropCar, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Friday, May
25, 2018, at 9:30 a.m., Eastern Time, or as soon as thereafter practicable.

The
cooperation of the staff in meeting the timetable described above is very much appreciated.

Any
questions should be addressed Kenneth R. Koch, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center,
666 Third Avenue, New York, New York 10017, telephone (212) 692-6768.

Thank you very much.

    Very truly yours,

    DropCar, Inc.

    /s/ Spencer Richardson

    By: Spencer Richardson

    Title: Chief Executive Officer

 cc: Daniel A. Bagliebter, Esq., Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

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        Kenneth R. Koch| 212 692
        6768 | krkoch@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

May 4, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Courtney Lindsay

    Re:
    DropCar, Inc.

    Registration Statement on Form S-3

    Filed April 16, 2018

    File No. 333-224300

Dear Mr. Lindsay,

We are submitting this
letter on behalf of DropCar, Inc. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received telephonically on April 30, 2018 (the
“Comment Letter”) from the Commission, relating to the above-referenced registration statement on Form S-3 of
the Company initially filed with the Commission on April 16, 2018 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter. This letter is being filed with the
Commission with Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). Any
capitalized terms used herein, but not defined shall have the meanings ascribed to them in the Amended Registration Statement.
The response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the
Company. Page numbers referred to in this response reference the applicable pages of the Amended Registration Statement.

Comment 1:

We note that you are registering 150%
of the common shares issuable upon the conversion of certain Series H-4 convertible preferred stock and 150% of the common shares
issuable upon the exercise of certain H-4 warrants.  Please discuss any adjustment formula that may be used in determining
how many common shares to issue upon the conversion of the referenced convertible preferred stock and warrants.  Revise your
Risk Factors section to reflect the impact that higher adjustments may have on the company’s common stock.

Response 1:

In response to the Staff’s comment,
the Company has revised the Amended Registration Statement to include (i) disclosure of the adjustment formula under the heading
“Recent Events – Series H-4 Warrants” that appears on page 3 and (ii) a risk factor reflecting the impact that
higher adjustments may have on the Company’s common stock under the heading “Risk Factors” that appears on page
16.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

May 4, 2018

Page 2

*	*	*	*	*

We hope that the above response will be
acceptable to the Staff. Please do not hesitate to contact me at 212-692-6768 or krkoch@mintz.com with any comments or questions
regarding the Amended Registration Statement and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Kenneth R. Koch

    Kenneth R. Koch

    cc:
    DropCar,
Inc.

    Spencer Richardson, Chief Executive Officer

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WPCS
INTERNATIONAL INCORPORATED

521
Railroad Avenue

Suisun
City, CA 95485

December
13, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Re:
    WPCS
    International Incorporated

    Registration
    Statement on Form S-4 (File No.333-220891)

    Request for
    Acceleration of Effectiveness

    Requested
    Date: December 14, 2017

    Requested
    Time: 4:00 p.m. Washington, D.C. time

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, WPCS International Incorporated
(the “Registrant”) hereby requests acceleration of the effective date of the Registration Statement on
Form S-4 (File No. 333-220891), as amended (the “Registration Statement”), so that it may become effective
at 4:00 p.m. Washington, D.C. time on December 14, 2017, or as soon as possible thereafter.

The
Registrant hereby authorizes Kenneth S. Rose, Esq., of Morse, Zelnick, Rose & Lander, LLP, to orally modify or withdraw this
request for acceleration.

The
Registrant hereby acknowledges that:

 • should
                                         the Securities and Exchange Commission (the “Commission”) or the staff
                                         of the Division of Corporation Finance (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 Registrant from its full responsibility for
                                         the adequacy and accuracy of the disclosure in the filing; and

 • the
                                         Registrant 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.

We
request that we be notified of such effectiveness by a telephone call to Mr. Rose at (212) 838-5030 or, in his absence, to Joel
J. Goldschmidt, Esq., of Morse, Zelnick, Rose & Lander, LLP, at (212) 838-8269. We also respectfully request that a copy of
the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Morse, Zelnick,
Rose & Lander, LLP, attention: Kenneth S. Rose, via facsimile at (212) 208-6809 or email (krose@mzrl.com).

    Very
    truly yours,

    WPCS
    International Incorporated

    By:
    /s/
    Sebastian Giordano

    Sebastian
    Giordano

    President
    and Chief Executive Officer

    Cc:
    Kenneth
    S. Rose

    Joel
    J. Goldschmidt

    Kenneth
    R. Koch

    Daniel
    A. Bagliebter

Mail Stop 3720

November 29, 2017

Sebastian Giordano
Chief Executive Officer
WPCS International Incorporated
521 Railroad Avenue
Suisun City, California 94585

Re: WPCS International Incorporated
Amendment No. 1 to Registration Statement on Form S-4
Filed November 21, 2017
  File No. 333-220891

Dear Mr. Giordano :

We have reviewed your amended 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 statement and providing the
requested information .  If you do not believe our comments apply t o 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 November 6, 2017  letter .

Merger Consideration and Exchange Ratio, page 13

1. We note your response to our prior comment 7 that the number of shares held by  the by
WPCS shareholders will not be affected by the exchange ratio.  However, the relative
ownership of these shareholders will be affected by the exchange ratio, and WPCS
shareholders are voting on the merger transaction.  As such, please disclose how W PCS
shareholders will be notified of the final exchange ratio.

Comparative Historical and Unaudited Pro Forma per Share Data, page 28

2. We note your response to comment 12, and we do not find your revisions as you
indicated.  Please revise to disclose the  equivalent per share data for the company being

Sebastian Giordano
WPCS International Incorp orated
November 29, 2017
Page 2

 acquired. The equivalent per share amounts should be calculated by multiplying the pro
forma income (loss) per share before nonrecurring charges or credits directly attributable
to the transaction, pro forma  book value per share, and the pro forma dividends per share
of the registrant by the exchange ratio so that the per share amounts are equated to the
respective values for one share of the company being acquired. Refer to Item 3 (f) of
Form S -4.

Backgroun d of the Merger, page 58

3. In response to our prior comment 14, you have revised your disclosure to provide
additional disclosure on pre -agreement negotiations and considerations.  Please further
revise your disclosures to provide additional information on your negotiations over
material terms (e.g., the exchange ratio and relative ownership percentages).  Also
include in these revised disclosures your consideration of NOLs and if and how you
weighed the potential loss of NOLs in your decisions.

Material U.S. Federal Income Tax Consequences of the Merger, page 85

4. Please revise your disclosure to indicate that tax counsel believes the merger should
qualify as a tax free reorganization under Section 368(a) of the Code.  Clarify that your
description as to t he tax free nature of the transaction is based upon your receipt of a tax
opinion and identify tax counsel.

Dropcar’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 156

Results of Operations, page 160

5. In reg ard to Dropcar, please expand/revise your discussion under results of operations for
all periods to provide a more robust explanation for the changes in the following line
items wi thin your statements of income:

a. For all periods presented, provide analysis  and discussion for “Depreciation and
amortization” and “In terest expense, net” line items;
b. For the nine months ending September 30, 2017, we note increased cost of services
and a corresponding decrease in gross margin. Please quantify the increases in, and
clarify your discussion in regard to, “investment” in your “valet workforce” and the
additio nal parking spaces you acquired;
c. For nine months ending September 30, 2017, we note that the material increase in
“Sales, marketing and training” expenses appea rs to be primarily due an increase in
Dropcar’s workforce. Please quantify and discuss the increase in headcount in the
sales, m arketing and training workforce; and
d. During the same period, “General and administration” expenses increased materially
for a v ariety of reasons, including payroll and related expenses. In order to clarify,

Sebastian Giordano
WPCS International Incorp orated
November 29, 2017
Page 3

 please separately quantify and discuss, as appropriate, the underlying line items that
you attribute to the 341% increase.

You may contact Joseph Cascarano, Staff Accountant, at (202) 551 -3376 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Celeste Murphy,  Legal Branch Chief, at (202) 551 -3257 with any other
questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Kenneth S. Rose
 Morse Zelnick Rose & Lander, LLP

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Morse, Zelnick, Rose &
Lander

A LIMITED LIABILITY PARTNERSHIP

825 THIRD AVENUE

NEW YORK, NEW YORK 10022

212-838-1177

FAX – 212-838-9190

WRITER’S
DIRECT LINE

(212)
838-5030

November 21, 2017

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Mail Stop 3720

Attention: Larry Spirgel

Assistant Director

 Re: WPCS International Incorporated Registration Statement on Form S-4

    Filed October 10, 2017

    File No. 333-220891

Dear Mr. Spirgal:

We have reviewed the Staff’s comments to the above-referenced
Registration Statement as set forth in your letter, dated November 6, 2017. On behalf of the Registrant we are providing the following
responses to those comments below. For your convenience, we have copied your comments, which are reflected in bold below.

General

 1. We note that throughout your registration statement, including on your cover page and on page 13, you reference WPCS securityholders
who currently do not own any WPCS common stock that have entered into a support agreement. To avoid confusion, clarify this information
by, for example, identifying to whom this pertains, for what purpose. We note your disclosure on page 74.

In response to the Staff’s comment, the Company
has revised the disclosure throughout the registration statement, wherever appropriate, including the cover page and pages 13,
16, 56-57 and 109 of Amendment No. 1.

Merger Consideration and Exchange Ratio, page 13

 2. Include here the formula for determining the exchange ratio upon the consummation of the merger. Provide examples in tabular
format of possible exchange ratios that take into account the variables, including net cash, assuming there is no reverse split
of the outstanding shares of WPCS shares and also if there is a reverse split (showing low, medium and high splits), and fixed
figures that will be used to determine the final exchange ratio. Revise other sections of your registration statement as appropriate
to reflect this information. We note your disclosure at page 79.

As set forth on pages 82-83 and 92-93 of the prospectus
included in the registration statement, the formula for determining the Exchange Ratio is the result obtained by dividing (a) the
aggregate number of shares of WPCS common stock that will be issued in the Merger to DropCar securityholders in exchange for their
DropCar securities (or, in the case of DropCar warrants, that will be issued in the future upon exercise of the WPCS Merger Warrants
issued in exchange for those DropCar warrants) by (b) the number of issued and outstanding shares of DropCar capital stock (determined
on an as converted to common stock basis) at the time of the Merger. While the Exchange Ratio will be impacted by a reverse stock
split, a reverse stock split will not have any impact on the relative equity allocation between the WPCS pre-Merger stockholders
and the DropCar stockholders or on the relative equity position of any single stockholder post-Merger. In other words, while the
number of shares will change, the percentage ownership interest will not change. Thus, the registrant believes that the more meaningful
metric for WPCS and DropCar stockholders is the equity split between the two groups.

The allocation of equity between the WPCS pre-Merger
stockholders and the DropCar stockholders is fixed in the Merger Agreement at 15/85 subject to adjustment if the WPCS Net Cash
is more or less than $419,000 at the time of the Merger and/or if the number of shares issued to Alpha (solely in its capacity
as an advisor to the DropCar in connection with the Merger and the Merger Financing) is less than 6,442,163. Amendment No. 1 includes
a table that reflects the changes in the WPCS stockholders’ portion of the post-Merger equity assuming different values for
Net Cash. (See pages 14 and 83.) Based on management’s current analysis of Net Cash, WPCS does not believe Net Cash will
be less than $419,000 at the time of the Merger so the table only reflects values in excess of that amount.

 3. We note that exchange ratio is subject to a variety of factors. Disclose, in your judgment,
the likelihood that the ratio will materially change from 1.8351 shares of WPCS common stock for each share of DropCar common stock.

Please note
that the Exchange Ratio has been recalculated to 1.666. This change is not due to any change in the formula but to further refinements
on the pre-Merger capitalization of DropCar.

The Exchange
Ratio is subject to change based upon (i) the WPCS Net Cash at Closing and (ii) the implementation of a reverse stock split and
(iii) if the shares issued to Alpha in its capacity as an advisor to DropCar is less than 6,442,163. Clarifying disclosure has
been made throughout the registration statement, wherever appropriate, including the cover page and pages 13-14, 31, 35, 82 and
92-93 of Amendment No. 1.

The Exchange
Ratio will also be impacted by the number of shares of WPCS common stock to be issued to Alpha in its capacity as an advisor to
DropCar regarding the Merger and the Merger Financing. Amendment No. 1 assumes that Alpha will receive the maximum number of advisory
shares. However, if Alpha in fact receives less than the maximum, the difference will be added to the pool of shares allocable
to DropCar securityholders (of which Alpha is the largest), thereby increasing the Exchange Ratio. The actual number of shares
Alpha will receive in its capacity as an advisor will depend on the extent to which it is required to fund the Merger Financing.

       2

 4. We note your assumption that there is no reverse split of the outstanding shares of WPCS common stock prior to or simultaneously
with the consummation of the merger, however your state on page 34 that you believe that you will not be able to meet the $4.00
minimum bid price initial listing requirement at the closing of the Merger unless you effect the Reverse Stock Split, thereby losing
NASDAQ listing, which is a condition to the merger. Please elaborate on factors determining the actual reverse split to be used
within the approved range. We note your disclosure on page 109.

The assumption that there will be
no reverse split has been deleted from Amendment No. 1. Additional disclosure has been provided on the factors that will be used
to determine the actual reverse split ratio that will be implemented.

 5. Disclose the effect of the low medium and high reverse stock split on the post-merger ownership by WPCS and DropCar securityholders.

The Company respectfully submits that the reverse
split will not affect the relative ownership by WPCS and DropCar securityholders as each company’s stockholders will be equally
impacted.

 6. Disclose throughout your registration statement in specific terms the impact of net cash on the WPCS Allocation. Provide
an example of the impact using WPCS’ net cash as of a recent date.

In response to the Staff’s comment, the Company
has revised the disclosure on pages 14 and 83 in Amendment No. 1.

 7. Tell us how shareholders will be notified of the final exchange ratio. Disclose that information here, in your Merger Consideration
and Exchange Ratio section and in any other appropriate locations of your registration statement.

The Company respectfully submits that the final exchange
ratio affects the number of shares to be received by DropCar securityholders; it does not affect the number of shares to be retained
by WPCS securityholders which will be the currently outstanding shares, as adjusted for the reverse stock split. As there are a
limited number of DropCar shareholders, they will be notified of the final Exchange Ratio at the time of the Merger. In response
to this comment, the Company has revised the disclosure on pages 15, 84 and 93 in Amendment No. 1.

       3

 8. Identify the advisors that are expected to be issued shares of the combined company. We note in footnote 1 to your beneficial
ownership chart on page 199 that you state that shares may be issued to Alpha Capital Anstalt in connection with the merger. We
also note your references to the Advisory/Commitment Allocation and Palladium Allocation.

In response to the Staff’s
comment, the Company has revised the disclosure throughout the registration statement, wherever appropriate, including on the cover
page, and on pages 1, 3, 14, 16, 35, 82 and 92, 108 and 176 of Amendment No. 1.

NASDAQ Stock Market Listing, page 16

 9. Clarify, if true, here that WPCS is already listed with NASDAQ and that the application you reference is for the combined
company. Make corresponding clarifications in your risk factor at page 34.

In response to the Staff’s
comment, the Company has revised the disclosure throughout Amendment No. 1, wherever appropriate, including on the cover page and
pages 18, 35, 37, 88, 103, 113 and 190.

Anticipated Accounting Treatment, page 17

 10. Please revise to disclose the factors considered in your conclusion that DropCar is the accounting acquirer. Your disclosure
should address the factors in ASC 805-10-55.

The analysis that supported the conclusion that DropCar is the
accounting acquirer in the Merger is as follows:

At the effective time of the Merger,
DropCar will be merged with Merger Sub, a wholly owned acquisition subsidiary of WPCS, with DropCar surviving as a wholly owned
subsidiary of WPCS. After the Merger, WPCS will primarily focus on the business of DropCar to deliver a comprehensive Vehicle Support
Platform (VSP) to consumers, real estate developers, and automotive partners. WPCS will continue DropCar’s business operations
as a publicly-traded company. DropCar is considered the acquirer for accounting purposes, and WPCS’s historical financial
statements before the Merger will be replaced with the historical financial statements of DropCar before the Merger in all subsequent
filings with the SEC. In connection with the Merger, each share of DropCar capital stock will be converted into the right to receive
a specified number of shares of WPCS common stock. In a business combination effected primarily by exchanging equity interests,
the acquirer usually is the entity that issues its equity interests (i.e., WPCS). In accordance with Accounting Standards Codification
(“ASC”) 805-10-55 other facts and circumstances should be considered in identifying the acquirer in a business combination,
as discussed below.

       4

 a. Relative Voting Rights in the Combined Entity. In a business combination, the acquirer
usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined
entity. Upon consummation of the Merger, holders of DropCar capital stock as well as certain DropCar advisors, Alpha and Palladium,
are expected to own shares of WPCS’s common stock representing approximately 85% of the fully diluted shares of WPCS common
stock and WPCS’s shareholders will own approximately 15% of the fully diluted shares of WPCS’s common stock. The weight
of this factor generally increases as the portion of the voting rights held by the majority becomes more significant (e.g., split
of 75% and 25% may be more determinative than a split of 51% and 49%). WPCS and DropCar believe this factor is determinative since
the split is 85/15.

 b. Minority Voting Interests in the Combined Entity. The acquirer usually is the combining
entity whose single owner (or organized group of owners) holds the largest minority voting interest in the combined entity, if
no other owner (or organized group of owners) has a significant voting interest. Certain DropCar stockholders who in the aggregate
own 52.3% of the outstanding shares of DropCar’s common stock on an as-converted to common stock basis, will remain
the largest stockholders of the combined company overall, owning in the aggregate approximately 57.3% of the fully diluted shares
of WPCS’s common stock at the completion of the Merger. The shares held by WPCS shareholders after the Merger will be widely
held and no one party will have a more significant ownership share in the combined entity than certain DropCar shareholders. The
small minority interest held by WPCS strongly supports the determination that the DropCar is the accounting acquirer in the Merger.

 c. Composition of the Governing Body of the Combined Entity. The acquirer usually is the
combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body
of the combined entity. Following the consummation of the Merger, the WPCS Board will include a total of eight directors. Pursuant
to the terms of the Merger Agreement, six of such directors will be designated by DropCar and two of such directors will be designated
by WPCS. Therefore, a significant shift in the composition of WPCS’s board of directors is likely to occur as a result of
the Merger. WPCS and DropCar believe the existence of a change in board control supports the determination that the DropCar is
the accounting acquirer in the Merger.

 d. Senior Management Team of the Combined Entity. The acquirer usually is the combining entity
whose former management dominates the management of the combined entity. It is anticipated that the executive officers of WPCS
upon closing will be David Newman, Chief Business Development Officer, Spencer Richardson Chief Executive Officer, Daniel Gelbtuch,
Vice President Corporate Finance Communications, and Leandro Larroulet, Chief Information Officer. In addition, as discussed above,
WPCS’s Board immediately prior to completion of the Merger will change as a result of the Merger. WPCS and DropCar believe
this strongly supports the determination that DropCar is the accounting acquirer in the Merger.

 e. Terms of the Exchange of Equity Interests. The acquirer usually is the combining entity
that pays a premium over the precombination fair value of the equity interests of the other combining entity. WPCS is acquiring
DropCar, which is not a public company. As such, WPCS and DropCar believe the transaction price reflects the fair value for DropCar
and could not reliably estimate a premium. WPCS and DropCar believe this factor is not determinative considering DropCar is a private
entity.

       5

The Company also considered
other factors in ASC 805-10-55-13 – ASC 805-10-55-15:

    •

    Relative size. The acquirer usually is the combining entity whose relative size is significantly larger than that of the other combining entity. WPCS and DropCar based their assessment on the financial information for the year ended April 30, 2017 as compared to DropCar’s December 31, 2016 and the three months ended March 31, 2017 financial information.WPCS’s historical revenues and assets exceeded DropCar’s historical revenues and assets and WPCS’s net income (loss) exceeded DropCar’s net loss. WPCS and DropCar believe this factor would be determinative that WPCS is the accounting acquirer in the Merger.

    •

    Identification of acquirer between two entities. The identification of the acquirer should consider which entity initiated the business combination, the relative size of the combining entities, and any other pertinent information. In connection with the Merger, WPCS formed a new, wholly owned transitory merger subsidiary, Merger Sub, to effect the merger transaction between WPCS and DropCar, with DropCar surviving the Merger and becoming a wholly owned subsidiary of WPCS. Thus, the business combination effectively involved only two entities, WPCS and DropCar. Nonetheless, WPCS notes that the Merger resulted from WPCS conducting a formal process to evaluate its strategic alternatives, and that DropCar and its financial advisor initiated the combination with WPCS, which is consistent with the determination that DropCar is the accounting acquirer in the Merger.

    •

    A new entity used to effect the transaction. A new entity formed to effect a business combination is not ne

Mail Stop 3720

November 6, 2017

Sebastian Giordano
Chief Executive Officer
WPCS International Incorporated
521 Railroad Avenue
Suisun City, California 94585

Re: WPCS International Incorporated
Registration Statement on Form S -4
Filed October 20, 2017
  File No. 333 -220891

Dear Mr. Giordano :

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 statement 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 statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that throughout your registration statement, including on your cover page and on
page 13, you reference WPCS securityholders who currently do not own any WPCS
common stock tha t have entered into a support agreement.  To avoid confusion, clarify
this information by, for example, identifying to whom this pertains, for what purpose.
We note your disclosure on page 74.

Sebastian Giordano
WPCS International Incorporated
November 6, 2017
Page 2

 Prospectus Summary, page 10

Merger Consideration and Exc hange Ratio, page 13

2. Include here the formula for determining the exchange ratio upon the consummation of
the merger.  Provide examples in tabular format of possible exchange ratios that take into
account the variables, including net cash, assuming there is no reverse split of the
outstanding shares of WPCS shares and also if there is a reverse split (showing low,
medium and high splits), and fixed figures that will be used to determine the final
exchange ratio.  Revise other sections of your registration statement as appropriate to
reflect this information.  We note your disclosure at page 79.

3. We note that exchange ratio is subject to a variety of factors.  Disclose, in your judgment,
the likelihood that the ratio will materially change from 1.8351 shares of WPCS common
stock for each share of DropCar common stock.

4. We note your assumption that there is no reverse split of the outstanding shares of WPCS
common stock prior to or simultaneously with the consummation of the merger, however
your state on page 34 that you believe that you will not be able to meet the $4.00
minimum bid price initial li sting requirement at the closing of the Merger unless you
effect the Reverse Stock Split, thereby losing NASDAQ listing, which is a condition to
the merger.  Please elaborate on factors determining the actual reverse split to be used
within the approved ra nge.  We note your disclosure on page 109.

5. Disclose the effect of the low medium and high reverse stock split on the post -merger
ownership by WPCS and DropCar securityholders.

6. Disclose throughout your registration statement in specific terms the impact  of net cash
on the WPCS Allocation.  Provide an example of the impact using WPCS’ net cash as of
a recent date.

7. Tell us how shareholders will be notified of the final exchange ratio.  Disclose that
information here, in your Merger Consideration and Exc hange Ratio section and in any
other appropriate locations of your registration statement.

8. Identify the advisors that are expected to be issued shares of the combined company.  We
note in footnote 1 to your beneficial ownership chart on page 199 that you state that
shares may be issued to Alpha Capital Anstalt in connection with the merger.  We also
note your references to the Advisory/Commitment Allocation and Palladium Allocation.

Sebastian Giordano
WPCS International Incorporated
November 6, 2017
Page 3

 NASDAQ Stock Market Listing, page 16

9. Clarify, if true, here that WPC S is already listed with NASDAQ and that the application
you reference is for the combined company.  Make corresponding clarifications in your
risk factor at page 34.

Anticipated Accounting Treatment, page 17

10. Please revise to disclose the factors considered in your conclusion that DropCar is the
accounting acquirer. Your disclosure should address the factors in ASC 805 -10-55.

Comparative Historical and Unaudited Pro Forma per Share Data, page 25

11. It appears th at the per -share data under the subtitle DropCar and WPCS represents pro
forma data, please relabel as such.

12. Please revise to disclose the equivalent per share data for the company being acquired.
Equivalent pro forma per share amounts shall be calculate d by multiplying the pro forma
income (loss) per share before nonrecurring charges or credits directly attributable to the
transaction, pro forma book value per share, and the pro forma dividends per share of the
registrant by the exchange ratio so that th e per share amounts are equated to the
respective values for one share of the company being acquired. Refer to Item 3 (f) of
Form S -4.

Risk Factors, page 28

The Suisun City Operations line of credit contains various covenants which, if not complied
with,  could accelerate repayment obligations, thereby materially and adversely affecting WPCS
liquidity, financial conditions and results of operations. The is no assurance that the line of credit
will survive the Merger, page 37

13. We note that you state that yo u have received a default notice from First Northern Bank
regarding your credit line.  We also note that you state that you believe that you be able
to cure the defaults.  Indicate here, at page 143 and anywhere else you deem appropriate
the basis for your  belief that you will be able to cure this default.

The Merger, page 55

Background of the Merger, page 55

14. Please revise your disclosure throughout this section to provide greater detail as to the
background of the transaction, including the material iss ues discussed and key negotiated
terms. The disclosure should provide shareholders with an understanding of how, when,
and why the material terms of your proposed transaction evolved and why this

Sebastian Giordano
WPCS International Incorporated
November 6, 2017
Page 4

 transaction is being recommended as opposed to any alternati ves.  For example, you
should discuss how you arrived at the post -combination ownership structure, what
consideration you gave to the impact of the combination on your ability to use your
NOLs and why specifically you decided not to pursue any of the other  five alternative
transactions you reference on page 55.

Material U.S. Federal Income Tax Consequences of the Merger, page 81

15. You state that you intend for the merger to be treated as a “reorganization” within the
meaning of Section 368(a) of the Intern al Revenue Code.  Please file an opinion of
counsel supporting the tax consequences as described here.  Please refer to Section
III.A.2 of Legality and Tax Opinions in Registered Offerings, Staff Legal Bulletin No.
19.

Certain Relationships and Related Pa rty Transactions, page 169

16. We note that Alpha Capital Anstalt is a significant shareholder of both WPCS and
DropCar.  We also note that Alpha Capital Anstalt will be providing financing for the
merger and may be issued shares in connection with the merger .  Please revise your
disclosure as appropriate.

Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations, pages 175
and 176

Note 3 —Pro forma adjustments, page 179

17. We note your disclosures in footnotes (c) and (d) on page 180, explain ing that you are
excluding by way of pro forma adjustments the new bridge financing and the historical
accounting for the Dropcar convertible notes, because you assume conversion. Please
expand your disclosures to further clarify how the particular terms o f the transaction
necessarily eliminate the securities to which these pro forma adjustments relate, or
necessarily require conversion as a condition to the merger if this is your contention.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Sebastian Giordano
WPCS International Incorporated
November 6, 2017
Page 5

 You may contact Joseph Cascarano, Staff Accountant,  at (202) 551 -3376  or Ivette Leon,
Assistant Chief Accounta nt, at (202) 551 -3351  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney,  at
(202) 551 -7237  or Celeste M. Murphy, Legal Branch Chief,  at (202) 551 -3257  with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Kenneth S. Rose
 Morse Zelnick Rose & Lander, LLP

CORRESP
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WPCS INTERNATIONAL INCORPORATED

521 RAILROAD AVENUE

SUISUN CITY, CA 94585

January 27, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: 	Courtney Lindsay

    Re:
       WPCS International Incorporated

   Registration Statement on Form S-3

   Filed January 25, 2017

   File No. 333-215729

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 9:00 AM Eastern Standard Time on January 31,
2017, or as soon thereafter as is practicable.

    Very truly yours,

    WPCS INTERNATIONAL INCORPORATED

    By:
    /s/ David Allen

    David Allen

    Chief Financial Officer

    cc:
    Robert S. Matlin, Esq.

Jonathan M. Barron, Esq.

Mail Stop 3720

January 27, 2017

David Allen
Chief Financial Officer
WPCS International Incorporated
521 Railroad Ave nue
Suisun City, CA 94585

Re: WPCS International Incorporated
  Registration Statement on Form S-3
Filed  January 25, 2017
  File No.  333-215729

Dear Mr. Allen :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Courtney Lindsay  at (202) 551 -7237  with any questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Robert S. Matlin, Esq.
 Jonathan M. Barron, Esq.
 K&L Gates LLP

CORRESP
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October 8, 2015

VIA
EDGAR

United States Securities and Exchange Commission (the “Commission”)

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: 	Emily Drazan

 Re: WPCS International Incorporated (the “Company”)

Registration Statement on Form S-3
 Filed September 30, 2015
 File No. 333-207205

Ladies and gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 4:00 PM Eastern Daylight Time on October 13,
2015, or as soon thereafter as is practicable.

The Company hereby
acknowledges 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 responsibility 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.

    Very truly yours,

        WPCS International Incorporated

        By:    /s/ Sebastian Giordano

        Name: Sebastian Giordano

        Title: Interim Chief Executive Officer

 cc: Robert S. Matlin, Esq.

Jonathan M. Barron, Esq.

Mail Stop 3720

October 6, 2015

David Allen
Chief Financial Officer
WPCS International, Inc.
521 Railroad Avenue
Suisun City, CA 94585

Re: WPCS International, Inc.
  Registration Statement on Form S-3
Filed  September 30, 2015
  File No.  333-207205

Dear Mr. Allen :

We have limited our review of you r registration statement to the  issue we have addressed
in our comment.  In  our comment, 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 statement and providing the
requested information .  If you do not believe our 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 registration statement and the information you
provide in response to this comments, we may have additional comments.

Exhibit 5.1

1. We note in your legality opinion counsel states that they are “assuming a sufficient
number of authorized but unissued shares of Common Stock is available for such
issuance.” We believe that “a suffic ient number of au thorized  but unissued shares”  is one
of the material facts underlying the opinion and assumptions that are overly broad are
inappropriate. Please ask your counsel to explain and support supplementally the
assumption referenced above or delete it from its o pinion everywhere that it appears. For
guidance, please refer to Section II.B.1.a and Section II.B.3.a of Staff Legal Bulletin No.
19, Legality and Tax Opinions in Registered Offerings, available on our website at
http://www.sec.gov/interps/legal/cfslb19.htm .

David Allen
WPCS International, Inc.
October 6, 2015
Page 2

 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 require.   Since the company and its management are in
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 acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authorit y, 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 responsibility 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 Rules 460 and 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 allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Emily C. Drazan, Staff Attorney at  (202) 551 -3208, Celeste M. Murphy,
Legal Branch Chief at (202) 551 -3257  or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Directo r
AD Office 11 – Telecommunications

cc: Robert S. Matlin, Esq.
 K&L Gates

April 30, 2014

Via E -mail
Joseph A. Heater
Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue, Suite 301
Exton, PA 19341

Re: WPCS International Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2014
File No. 001 -34643

Dear Mr. Heater :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director

cc:  Via E -mail
 James M. Turner, Esq.
 Sichenzia Ross Friedman Ference LLP

April 10, 2014

Via E -mail
Joseph A. Heater
Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue, Suite 301
Exton, PA 19341

Re: WPCS International Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
Response dated April 1, 2014
File No. 001-34643

Dear Mr. Heater :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to  provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respons e.  If you do not believe our comment appl ies 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 filing and the information you provide in
response to  this comment, we may have  additional comments.

General

1. We note your responses to our comment letter dated March 18, 2014  including your
response to comment 1 explaining the use of the term “new line of business” when
discussing the acquisit ion of BTX Trader.  Please revise your preliminary proxy to make
clear that BTX Trader is not yet a new line of business, but rather the entity is limited to
consisting of “a software technology asset.”

Joseph A. Heater
WPCS International Incorporated
April 10, 2014
Page 2

 Please contact Christine Adams, Staff Accountant, at 202 -551-3363 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202 -551-3835 if you have questions regarding comments
on the financial statements and related matters.   Please contact Kate Beukenkamp, Attorney -
Advis or, at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc:  Via E -mail
 James M. Turner, Esq.
 Sichenzia Ross Friedman Ference LLP

CORRESP
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WPCS International Incorporated

600 Eagleview Boulevard, Suite 300

Exton, PA 19341

April 1, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Attn: Larry Spirgel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

Division of Corporation Finance

Kate Beukenkamp, Esq.

Carlos Pacho

Christine Adams

Re:	WPCS International Incorporated

Preliminary Proxy Statement on Schedule
14A

Filed March 7, 2014

File No. 001-34643

Ladies and Gentlemen:

The following responses
address the comments of the reviewing staff of the Commission as set forth in a comment letter dated [March] 18, 2014 (the "Comment
Letter") relating to the Preliminary Proxy Statement on Schedule 14A filed on March 7, 2014 by WPCS International Incorporated
(the “Company”) and the response letter dated March 7, 2014 filed by the Company. The numbers of the responses in this
letter correspond to the numbers of the staff’s comments as set forth in the Comment Letter.

General

 1. We note your response to comment two from our letter dated February 10, 2014, with respect to your
acquisition of BTX and your consideration of ASC 805-1-55-4 and 5. It is not clear to us that the acquisition of BTX represents
an acquisition of assets rather than a business and remind you that one of the disclosed reasons for the stock sale as described
in the Summary Term Sheet on page 6 is to “focus on other operation centers and new line of business from its recently acquired
BTX Trader LLC (“BTX Trader”). Please tell us in detail how you considered ASC 805-10-55-7 through 9 which describes
other factors to be considered by development stage companies. In your response tell us how you weighed the following:

 · The founders of BTX have continued as employees of BTX;

 · Intellectual property consisting of “the btxtrader.com domain name, the BTX Trader name and
associated trademarks, the BTX Trader concept, and source code, and the knowledge it obtained, all of which were unpatented technology”
was acquired; and

 · As described on page 21, BTX had a clearly articulated strategy to: 1) focus on trading systems
and exchanges within the Bitcoin market; 2) continue to implement advanced trading algorithms for bitcoin traders.

    Securities and Exchange Commission
April 1, 2014
Page 2 of 5

Response:

In order to further illustrate
the Company’s position in regards to the accounting treatment of BTX Trader LLC (“BTX”), the following is a summary
of pre- and post-acquisition events or circumstances considered in the analysis. At
the outset, we note that the staff incorrectly presumed that the founders of BTX “continued” as employees of BTX. At
no time prior to the Company’s acquisition of BTX were Messrs. Thakur or Subkhankulov employees, consultants, directors or
officers of BTX (or any other entity involved in the project). BTX was formed by financiers who acquired and funded the software
after its preliminary design and beta test. The financiers formed BTX, acquired the software rights and managed and funded the
company while contemplating a sale, which occurred a short time thereafter. The managing member of BTX from formation to sale was
John O’Rourke. The members were Hudson Bay Master Fund Ltd., Iroquois
Master Fund Ltd., American Capital Management LLC, GRQ Consultants, Inc. Roth 401K FBO Barry Honig, Richard Molinsky, ATG Capital
LLC, Barry Honig and John Ford. Prior to the Company’s acquisition of BTX, Messrs. Thakur and Subkhankulov were, at
all times, either independent contractors or employees of another party, where they were developing for their employer software
and desktop systems, unrelated to bitcoin, for securities trading across multiple markets. Messrs.
Thakur or Subkhankulov invented and wrote the bitcoin software outside of their employment. Other than assigning their rights to
BTX in exchange for notes (as more fully described below and in our prior filings), they had no association with BTX. The trading
platform developed was not associated with, nor acquired from, their place of employment. Following the acquisition of BTX by WPCS,
Messrs. Thakur and Subkhankulov were invited to and agreed to be employed by BTX. The timeline below more fully describes the events
we considered:

Pre- Acquisition

 · During the first quarter of calendar 2013, based on their computer programming and trading platform
background and experience, Divya Thakur and Ilya Subkhankulov (collectively, the “Developers”) initiated an idea or
concept to develop source code for a Bitcoin trading platform, which they called “BTX Trader”. BTX had not been conceived
or formed at this time.

 · From the time that the Developers developed the concept for BTX Trader until BTX was acquired by
the Company and the Developers executed employment agreements with the Company, they were independent contractors or full time
employees employed by REDI Global Technologies LLC (“REDI”), a former subsidiary of Goldman Sachs that was spun off
as an independent entity in August 2013. At REDI, the Developers developed trading platforms for the securities business. The bitcoin
software was developed on their own time, without any compensation or being subject to any restrictive covenants or agreements.
Therefore, without the acquisition of the BTX software and the employment of the Developers by the Company, there was no business
relating to this side project, nor did the Developers have the time, ability or resources to develop the software into a business.

 · May 15, 2013 – The Developers launched the website btxtrader.com.

 · June 23, 2013 – The first public beta version of a bitcoin trading platform became available
for free download from the website.

 · November 18, 2013 – Further refinements such as stop loss order features are added to the
beta version of the bitcoin trading platform.

 · November 25, 2013 – Potential investors signed non-disclosure agreements with the Developers
to view a demonstration of the beta version software platform; no other substantial materials were available. The purpose of this
demonstration was to gauge financial interest in order to raise capital to advance the development of the platform.

 · December 4, 2013 – BTX was formed. Several investors invest $1,185,000 into BTX, and contribute
$439,408 of WPCS convertible notes (“WPCS Notes”), in order to facilitate the purchase of the software assets intended
to be convertible into a pre-negotiated percentage ownership ( upon conversion) of WPCS. John
O’Rourke is appointed managing member of BTX and Hudson Bay Master
Fund Ltd., Iroquois Master Fund Ltd., American Capital Management LLC, GRQ Consultants, Inc. Roth 401K FBO Barry Honig, Richard
Molinsky, ATG Capital LLC, Barry Honig and John Ford are issued membership interests constituting 100% of the membership
interests of BTX issued at that time.

 · December 5 to December 16, 2013 – There was no business conducted, activities, operations,
employees or costs incurred by BTX. The Developers continue to be employed by REDI.

    Securities and Exchange Commission
April 1, 2014
Page 3 of 5

Acquisition Date (December
17, 2013)

 · BTX purchased the software from the Developers in exchange for (a) $439,408 of the WPCS Notes and
(b) $500,000 in promissory notes of BTX.

 · Immediately following the closing of the above transaction, the members sold 100% of their membership
interests in BTX to the Company in exchange for (1) 2,438 shares of the Company’s Series E Convertible Preferred Stock, and
(2) warrants to purchase up to an aggregate of 1,500,000 shares of the Company’s common stock. As a result of the transaction,
BTX becomes a wholly owned subsidiary of the Company.

 · The Company, through BTX, executes employment agreements with the Developers to become full time
employees to continue to develop the software on the Company’s behalf for future commercialization.

Post-acquisition

 · December 18, 2013- The Developers commence their first day of employment with BTX and assume responsibility
for the commercialization and development of the bitcoin software.

 · December 26, 2013 – The Company announces the release of a Windows-based beta version of
the bitcoin trading platform available for download, providing the market a glimpse of the features and capabilities of the this
software technology, and stating that the public beta release is the “first step towards establishing and then growing the
Bitcoin segment of our business.”

 · January 21, 2014 – The Company announces enhancements to the functionality of the Windows-based
beta version, and states that “we will disclose our BTX revenue model at a future date, and we are still projecting an official
launch of the BTX platform in the 2nd Quarter of calendar 2014.” In addition, the Company announced the engagement
of a law firm experienced in money transmission, check cashing, and foreign exchange to help guide the Company through the regulatory
requirements necessary to operate a Bitcoin trading platform.

 · February 19, 2014 – WPCS announces the appointment of an investor relations firm who represents
other companies in the digital currency industry.

March 19, 2014 – WPCS announces
that a web-based version of the bitcoin trading platform is now available directly from the website, along with a downloadable
version compatible with Mac and Linux operating systems.

We believe that the post-acquisition
activities detailed above demonstrate the Company’s objective to develop a business and strategy regarding the software acquired
through BTX.

In regards to the reference on
the Summary Term Sheet on page 6 to “new line of business”, although we make reference to a Company segment, the purpose
of this statement is to indicate that on a going forward basis, the Company’s goal is to build a revenue-producing business
around the acquisition of the software technology asset, which will result in the development of a separate business and separate
reporting segment for Bitcoin. We will clarify the disclosure in this and all future filings to more clearly explain this line
of business reference, which is to focus on other operation centers, to further develop the beta-stage Bitcoin trading software,
and to develop a new line of business around that software from the acquisition of BTX Trader.

    Securities and Exchange Commission
April 1, 2014
Page 4 of 5

Based on the above facts, we
considered ASC 805-10-55-7 through 9 in reaching our conclusion that BTX was not a business at the time of acquisition. Specifically,
our analysis was as follows:

805-10-55-7

 a. Has begun planned principal activities. BTX had not begun its principal activities. The
Developers of the bitcoin trading platform were creating a software technology while employed by another company. There were no
costs, operating activities or customers, prior to the acquisition of the assets.

 b. Have employees, intellectual property, and other inputs and process that could be applied to
those inputs. We agree that the intellectual property acquired was an asset, which is the acquired software technology. However,
BTX had neither employees nor processes that could be applied to the software technology being developed.

 c. Is pursuing a plan to produce outputs. BTX had neither the ability to, nor any plan to,
produce any outputs. The sole plan of BTX was to acquire the software technology and immediately transfer those assets to the Company.
At or prior to the time of acquisition, the Developers had a concept related to the use of software technology under development.
This concept could only become a feasible strategy subsequent to the acquisition of BTX by the Company, the employment of the Developers
to build out the software and the provision of the resources of WPCS. As we stated previously, the Company is in the process of
creating a business around the acquired technology, including the addition of processes to begin conducting a business. We agree
that we have articulated the strategy, which includes a Bitcoin trading platform and an exchange, but this formal strategy process
was developed by the Company only after the acquisition of BTX. Without the acquisition, there was no strategy in place or even
a plan to develop such a strategy.

 d. Will be able to obtain access to customers that will purchase the output. At the time of
the acquisition, BTX had no customer base and had no customer service capability.

805-10-55-8 – Is
the integrated set of assets and activities capable of being conducted and managed as a business by a market participant? There
was no integrated set of assets and activities prior to the acquisition. The only asset consisted of the acquired software technology
that was being developed.

805-10-55-9 – Is
goodwill present in the particular set of activities and assets? At the time of acquisition, BTX had no identifiable intangible
assets, such as an assembled workforce, a customer base, customer service capabilities, a marketplace presence, potential contracts,
etc., that are normally attributable to goodwill. Management believes that the purchase price represents fair value for the sole
asset acquired, the software under development, and therefore no goodwill was present in the purchase price.

 2. We also note your response to comment two with respect to your analysis under Rule 11-01(d) of
Regulation S-X. Please tell us in more detail why you do not believe that there is sufficient continuity of the acquired entity’s
operations prior to and after the transaction such that disclosure of prior financial information is not material to an understanding
of future operations. In this regard, we note that the founders of BTX are continuing in significant capacity in what appears to
be an effort to support the BTX strategy and focus along with the intellectual property transferred in the acquisition.

Response:

There were no financial operations
related to BTX prior to our acquisition. Messrs. Thakur and Subkhankulov were at all times either independent contractors or employees
of another party, developing for their employer software and desktop systems (unrelated to bitcoin) for securities trading across
multiple markets. They invented and wrote the bitcoin software outside of their employment, and did not receive compensation from
BTX, as they were not employed by BTX. As such, there is nothing to report for prior operations of BTX. That is, there is no prior
financial information and therefore nothing with which to understand the future operations.

    Securities and Exchange Commission
April 1, 2014
Page 5 of 5

 3. As reflected in the above comments, we continue to believe Schedule 14A Item 14 information is
applicable. Please revise your disclosure to include appropriate Item 14 disclosure related to the transaction with BTX.

Response:

There is no financial information
for BTX prior to the acquisition, as there were no financial operating activities. We acquired software technology under development
that was accounted for as an asset acquisition. As such, there is no additional information under Item 14 required for disclosure.

We trust that the foregoing
appropriately addresses the issues raised by your recent Comment Letter. Thank you in advance for your prompt review and assistance.

The Company hereby acknowledges
the following:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 · The Company may not assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned if you have
any questions or comments. Thank you.

Very truly yours,

/s/

February 1 8, 2014

Via E -mail
Joseph A. Heater
Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue, Suite 301
Exton, PA 19341

Re: WPCS International Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
File No. 001-34643

Dear Mr. Heater :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our  comment appl ies 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 filing and the information you provide in
response to this comment, we may have  additional comments.

General

1. We note your response to comment two from our letter dated February 10, 2014 with
respect to your acquisition of BTX and your consideration of ASC 805 -10-55-4 and 5.  It
is not clear to us that the acquisition of B TX represents an acquisition of assets rather
than a business and remind you that one of the disclosed reasons for the stock sale as
described in the Summary Term Sheet on page 6 is to “focus on its other operation
centers and new line of business from its  recently acquired BTX Trader LLC (“BTX
Trader”).”   Please tell us in detail how you considered ASC 805 -10-55-7 through 9 which
describes other factors to be considered by development stage companies.  In your
response tell us how you weighed the following :

Joseph A. Heater
WPCS International Incorporated
March 18, 2014
Page 2

  The founders of BTX have continued as employees of BTX;
 Intellectual property consisting of “the btxtrader.com domain name, the BTX Trader
name and associated trademarks, the BTX Trader concept, and source code, and the
knowledge it obtained, all of which were unpatented technology”  was acquired; and
 As described on page 21, BTX had a clearly articulated strategy to: 1) focus on
trading systems and exchanges within the Bitcoin market; 2) and continue to
implement advanced trading  algorithms for bitcoi n traders.

2. We also note your response to comment two with respect to your analysis under Rule 11 -
01(d) of Regulation S -X.  Please tell us in more detail why you do not believe that there
is sufficient continuity of the acquired entity's operations prior to and after the transaction
such that disclosure of prior financial information is not material to an understanding of
future operations.  In this regard, we note that the founders of BTX are continuing in
significant capacity in what appears to be an eff ort to support the BTX business strategy
and focus along with the intellectual property transferred in the acquisition

3. As reflected in the above comments we continue to believe Schedule 14A Item 14
information is applicable.   Please revise your disclosure to include appropriate Item 14
disclosure related to the transaction with BTX.

Please contact Christine Adams, Staff Accountant, at 202 -551-3363 or Carlos Pacho,
Senior Assistant Chief Accountant, at 202 -551-3835 if you ha ve questions regarding comments
on the financial statements and related matters.   Please contact Kate Beukenkamp, Attorney -
Advisor, at 202-551-6971  or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257  with any
other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc:  Via E -mail
 James M. Turner, Esq.
 Sichenzia Ross Friedman Ference LLP

February 10 , 2014

Via E -mail
Joseph A. Heater
Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue, Suite 301
Exton, PA 19341

Re: WPCS International Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2014
Response dated January 31, 2014
File No. 001-34643

Dear Mr. Heater :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note  your response to comment 1 from our letter dated January 29, 2014.  Please
revise your disclosure to make clear that the Purchase Price is subject to potential
adjust ment by stating the same in addition to the existing disclosure discussing the
calculation of the potential adjustment.

2. We have considered your response to comment 2 and reissue.  Please revise to provide
the disclosure required by Item 14 of Schedule 14 A regarding the transaction to acquire
BTX.  We note that while the authorization of additional common stock was not required
to complete the transaction, it was known or reasonably should have been known that
additional common stock would need to be autho rized to cover the conversion of
securities issued in connection with this acquisition.

Joseph A. Heater
WPCS International Incorporated
February 10 , 2014
Page 2

 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 Securi ties Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they hav e made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

Please contact Kate Beukenkamp, Attorney -Advisor, at 202-551-6971  or Celeste M.
Murphy, Legal Branch Chief, at 202-551-3257  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc:  Via E -mail
 James M. Turner, Esq.
 Sichenzia Ross Friedman Ference LLP

January 29, 2014

Via E -mail
Joseph A. Heater
Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue, Suite 301
Exton, PA 19341

Re: WPCS International Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2014
File No. 001-34643

Dear Mr. Giordano :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please revise your preliminary proxy to consistently represent the Purchase Price of the
Pride Group.  We note that on page 6 of the Summary Term Sheet, for example, you refer
to the Purcha se Price as “$1.4 million,” but on page 16 your refer to the Purchase Price as
both “$1.4 million” and “AUD $1.4 million.”

Joseph A. Heater
WPCS International Incorporated
January 29, 2014
Page 2

 2. We note Proposal 2 to amend your Articles of Incorporation to increase your authorized
common stock and that this increase m ay be necessary to complete your obligations
pursuant to the Stock Purchase Agreement dated December 17, 2013 used to purchase
100% of the outstanding membership interests in BTX, causing BTX to become a
wholly -owned subsidiary.  Therefore, please revise y our preliminary proxy statement to
provide the disclosure required by Schedule 14A regarding the transaction, including the
disclosure under Item 14.  See Note A to Schedule 14A.  Alternatively, explain why such
disclosure would not be required in this pro xy statement.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written stat ement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Kate Beukenkamp, Attorney -Advisor, at 202-551-6971  or Celeste M.
Murphy, Legal Branch Chief, at 202-551-3257  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc:  Via E -mail
 James M. Turner, Esq.
 Sichenzia Ross Friedman Ference LLP