SecProbe.io

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 August 25, 2025

Don Quinby
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, Texas 77380

 Re: Freight Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed April 14, 2025
 File No. 001-38172
Dear Don Quinby:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Freight
Technologies, Inc.

 2001
Timberloch Place, Suite 500

 The
Woodlands, TX 77380

 August
19, 2025

 Division
of Corporation Finance

 Office
of Energy & Transportation

 US
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Lily Dang and Karl Hiller

 Re:
Freight Technologies, Inc.

 Form
10-K for the Fiscal Year ended December 31, 2024

 Filed
April 14, 2025

 File
No. 001-38172

 Dear
Lily Dang & Karl Hiller:

 Thank
you for the time and telephonic conversation on Friday, August 8, to discuss your follow-up comment letter dated July 24, 2025. It was
very helpful for us in determining the best approach to address your inquiries into Freight Technologies, Inc.'s Form 10-K for
the fiscal year ended December 31, 2024. In response, we are hereby re-submitting the responses of Freight Technologies, Inc. (the "Company")
to the comments of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission")
set forth in the Staff's letter, dated July 24, 2025, providing the Staff's comments with respect to the Company's
annual report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report").

 For
the convenience of the Staff, the Staff's comments are included and is followed by the response of the Company. Unless the context
indicates otherwise, references in this letter to "we," "us" and "our" refer to the Company on a
consolidated basis.

 Annual
Report on Form 10-K for the Fiscal Year ended December 31, 2024

 Management's
Discussion and Analysis, page 44

 Cost
of Revenue, page 45

 1.
We understand from your response to prior comment 2 that you regard the cost of revenue for freight brokerage and dedicated services
to be entirely comprised of the costs incurred and invoiced by the carriers for the services they provide, and that you regard all of
the depreciation and amortization expense, including amounts related to your internally developed software, to be operating expenses
and not attributable to cost of revenue in accordance with generally accepted accounting principles.

 1

 However,
the accounting policy disclosures on page F-12 refer to internally developed software projects and indicate these are utilized to provide
services to your customers. The disclosures on pages 7 and 10 through 18 explain that your freight management business is based on offering
"a diverse portfolio of proprietary platform solutions" which you describe as being interconnected within a unified platform
that connects Carriers and Shippers. You identify several of these applications, such as Fr8App, Fr8Now, Fr8Fleet, Fr8Radar, Waavely,
and Fleet Rocket, and describe the various circumstances under which they are differentiated, including the types of shipping arrangements
or customers they are designed to manage or serve.

 Based
on these disclosures, please explain to us why you believe that amortization of internally developed software costs would not be regarded
as a cost of revenue under generally accepted accounting principles, considering the guidance on analogous costs in the context of inventory
and contract accounting such as FASB ASC 330-10-30-1 and 8, and FASB ASC 340-40-25-7(c), also considering the presentation requirements
in Rule 5-03.2 of Regulation S-X. We reissue prior comment 2.

 Response :

 To
ensure compliance with generally accepted accounting principles, specifically those that address the definition and composition of cost
of revenue and gross margin (such as FASB ASC 330-10-30-1 and 8, and FASB ASC 340-40-25-7(c), and also with consideration to the presentation
requirements in Rule 5-03.2 of Regulation S-X), the Company will remove all discussion of gross margin from the Management's Discussion
and Analysis section of its Form 10-K, 10-Q and similar filings disclosing our financial statements and discussion thereof. The Company
historically has not reported a gross margin on the Statement of Operations, and for consistency with prior reporting we will maintain
the same presentation.

 Also
for clarification, we will remove the parentheticals after Cost of Revenue "(exclusive of depreciation and amortization shown separately
below)" on the Company's Statement of Operations, as no depreciation or amortization is captured in that category. All of
the Company's depreciation and amortization expense is captured in that category.

 With
our financial reports filed with the SEC, discussion and analysis of the Company's profitability will be on Operating Profit /
(Loss) and Net Profit / (Loss), as reported on the Company's Statement of Operations. Sufficient discussion will also be provided
on the cost elements therein to provide insight into the Company's ongoing financial performance.

 Thank
you for the follow up comments to help ensure the financial reporting of Freight Technologies, Inc. is fully compliant with generally
accepted accounting principles and SEC presentation requirements.

 2

 If
you would like to discuss any of the responses to the Staff's comments or if you would like to discuss any other matters, please
contact the undersigned at don.quinby@fr8hub.com or via phone on +1 (916) 501-9059 or Louis A. Bevilacqua of Bevilacqua PLLC at Lou@bevilacquapllc.com
or via phone on (202) 869-0888 (ext. 100).

 Sincerely,

 FREIGHT
 TECHNOLOGIES, INC.

 By:
 /s/Donald
 Quinby

 Donald
 Quinby

 CFO

 cc:
 Louis
 A. Bevilacqua

 3

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2024

 ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________ to _____________

 Commission
File No. 001-38172

 FREIGHT
 TECHNOLOGIES, INC.

 (Exact
 name of registrant as specified in its charter)

 British Virgin Islands

 47-5429768

 (State
 or other jurisdiction
 of incorporation or organization)

 (I.R.S.
 Employer
 Identification No.)

 2001
 Timberloch Place, Suite 500
 The
 Woodlands, TX

 77380

 (Address
 of principal executive offices)

 (Zip
 Code)

 (773)
 905-5076

 (Registrant's
 telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Ordinary
 Shares, no par value

 FRGT

 The Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

 Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer ☐
 Accelerated
 filer ☐

 Non-accelerated
 filer ☒
 Smaller
 reporting company ☒

 Emerging
 growth company ☐

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Indicate
by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm
that prepared or issued its audit report. ☐

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 As
of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market
value of the registrant's shares of ordinary share, no par value per share ("ordinary shares"), held by non-affiliates
(based upon the closing price of such shares as reported on The Nasdaq Stock Market LLC) was $5,105,717. Ordinary shares held by each
executive officer and director and by each person who owned more than 10% of the outstanding shares of Ordinary Share have been excluded
from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.

 As
of March 31, 2025, there were a total of 2,265,074 shares of the registrant's Ordinary Share with no par value outstanding and
2,265,074 shares of the registrant's Ordinary Share outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Freight
Technologies, Inc.

 Annual
Report on Form 10-KA

 Year
Ended December 31, 2024

 TABLE
OF CONTENTS

 PART II

 Item
 7.
 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.
 1

 Item
 9.
 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.
 8

 Item
 9A.
 Controls
 and Procedures.
 9

 PART III

 Item
 13.
 Certain
 Relationships and Related Transactions, and Director Independence.
 11

 Item
 14.
 Principal
 Accountant Fees and Services.
 12

 PART
 IV

 Item
 15.
 Exhibit
 and Financial Statement Schedules.
 13

 Signatures
 14

 i

 EXPLANATORY
NOTE

 Freight
Technologies, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the
"Original Filing") with the Securities and Exchange Commission (the "SEC") on April 14, 2025. The purpose of
Amendment No. 1 on Form 10-K/A (this "Amendment") is to include additional information throughout that has been requested
to be included pursuant to SEC comment letters, dated June 5, 2025 and July 24, 2025. Additionally, we have made adjustments
to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 9 - Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure, Item 9A - Controls and Procedures and Item 14 - Principal Accountant Fees and
Services.

 Also
as disclosed in the Current Report on Form 8-K, filed by the Company with the SEC on April 30, 2025 that the board of directors (the
"Board") of the Company appointed Andres Gonzalez as Chairman of the Nominating Committee of the Board and a member of the
Compensation Committee of the Board (the "Compensation Committee"), and Leilei Nie as a member of both the Audit Committee
of the Board and the Compensation Committee, the Company also made adjustments to Item 13 - Certain Relationships and Related Transactions,
and Director Independence.

 This
Amendment is being filed solely to reflect the above adjustments. No other changes were made to the Original Filing. Further, no attempt
has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect
events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with the Original Filing and the registrant's other filings with the
SEC.

 ii

 PART II

 ITEM
 7.
 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity
and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our
financial statements and the related notes thereto included elsewhere in this Annual Report. The discussion contains forward-looking
statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management.
Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors,
including those discussed below and elsewhere in this Annual Report, particularly in the sections titled Item 1A. " Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements."

 Select
Financial Data

 The
following table presents the selected consolidated financial information for our Company. All numbers are presented in United States
Dollars. The selected consolidated statements of comprehensive income data for the years ended December 31, 2024, and 2023, and the consolidated
balance sheets data as of December 31, 2024, and 2023, have been derived from our audited consolidated financial statements and are consistent
with numbers reported in our prior annual filings.

 Our
historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should
be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related
notes and "Item 5. Operating and Financial Review and Prospects" below. Our audited consolidated financial statements are
prepared and presented in accordance with U.S. GAAP.

 Year Ended
 Year Ended

 (US$)
 December
 31 2024
 December
 31, 2023

 Revenue
 $ 13,728,922
 $ 17,060,753

 Cost and expenses

 Cost of revenue
 12,389,520
 15,709,673

 Compensation and employee benefits
 5,349,764
 5,963,713

 General and administrative
 1,983,901
 3,163,639

 Sales and marketing
 65,574
 80,328

 Depreciation and amortization
 430,414
 404,598

 Total
 Cost and expenses
 20,219,173
 25,321,951

 Operating Loss
 (6,490,251 )
 (8,261,198 )

 Other income and (expenses)

 Interest income
 1,770
 8,880

 Interest expense
 (675,628 )
 (816,819 )

 Other income
 -
 342

 Other expense
 -
 (499,259 )

 Gain from extinguishment of debt
 1,607,766
 -

 Change in fair value of
 convertible note
 22,602
 345,396

 Total other expense
 956,510
 (961,460 )

 Loss before income taxes
 (5,533,741 )
 (9,222,658 )

 Income tax expense
 67,486
 104,948

 Net
 loss
 (5,601,227 )
 (9,327,606 )

 Foreign currency translation
 (1,740,552 )
 452,917

 Comprehensive
 loss
 (7,341,779 )
 (8,874,689 )

 Weighted average number of shares, basic and
 diluted*
 912,837
 47,867

 Loss per share, basic and
 diluted
 $ (6.41 )
 $ (194.87 )

 *
- The number of shares outstanding was adjusted retroactively for all periods presented to reflect the 10-to-1 reverse stock split change
which was effected on March 24, 2023, the 10-to-1 reve

CORRESP
 1
 filename1.htm

 Freight
Technologies, Inc.

 2001
Timberloch Place, Suite 500

 The
Woodlands, TX 77380

 August
7, 2025

 Division
of Corporation Finance

 Office
of Energy & Transportation

 US
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Lily Dang and Karl Hiller

 Re:
Freight Technologies, Inc.

 Form
10-K for the Fiscal Year ended December 31, 2024

 Filed
April 14, 2025

 File
No. 001-38172

 Dear
Lily Dang & Karl Hiller:

 We
hereby submit the responses of Freight Technologies, Inc. (the "Company") to the comments of the staff (the "Staff")
of the U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter, dated July 24, 2025,
providing the Staff's comments with respect to the Company's annual report on Form 10-K for the fiscal year ended December
31, 2024 (the "Annual Report").

 For
the convenience of the Staff, the Staff's comments are included and is followed by the response of the Company. Unless the context
indicates otherwise, references in this letter to "we," "us" and "our" refer to the Company on a
consolidated basis.

 Annual
Report on Form 10-K for the Fiscal Year ended December 31, 2024

 Management's
Discussion and Analysis, page 44

 Cost
of Revenue, page 45

 1.
We understand from your response to prior comment 2 that you regard the cost of revenue for freight brokerage and dedicated services
to be entirely comprised of the costs incurred and invoiced by the carriers for the services they provide, and that you regard all of
the depreciation and amortization expense, including amounts related to your internally developed software, to be operating expenses
and not attributable to cost of revenue in accordance with generally accepted accounting principles.

 However,
the accounting policy disclosures on page F-12 refer to internally developed software projects and indicate these are utilized to provide
services to your customers. The disclosures on pages 7 and 10 through 18 explain that your freight management business is based on offering
"a diverse portfolio of proprietary platform solutions" which you describe as being interconnected within a unified platform
that connects Carriers and Shippers. You identify several of these applications, such as Fr8App, Fr8Now, Fr8Fleet, Fr8Radar, Waavely,
and Fleet Rocket, and describe the various circumstances under which they are differentiated, including the types of shipping arrangements
or customers they are designed to manage or serve.

 1

 Based
on these disclosures, please explain to us why you believe that amortization of internally developed software costs would not be regarded
as a cost of revenue under generally accepted accounting principles, considering the guidance on analogous costs in the context of inventory
and contract accounting such as FASB ASC 330-10-30-1 and 8, and FASB ASC 340-40-25-7(c), also considering the presentation requirements
in Rule 5-03.2 of Regulation S-X. We reissue prior comment 2.

 Response :
The Company does not consider the amortization of our internally developed software to be a direct cost of our freight brokerage revenue
because: 1) neither our customers nor our carrier partners pay any type of fee to use the Fr8App platform or to download the mobile app;
and, 2) our customers typically do not interact directly with our platform when booking freight services. Typically, our customers and
carriers communicate via email, messaging services, phone calls, etc. with our operations and support teams, who use the platform to
match, book, manage and track loads. Our operations and support team members then communicate back to our customers and carriers.

 Our
back office operations are managed on our internally developed software, which is essential for providing our services, but our Fr8App
software is typically not customer-facing for our freight brokerage services, which include Fr8App, Fr8Fleet, Fr8Now and Waavely. In
that respect, it is more like our customer relationship management (CRM) software, enterprise resource planning (ERP) software, office
communication applications and other internally used software platforms that are used for managing business operations. The direct margin
Fr8Tech captures on each freight transaction is the difference between what we charge our customers and what we pay our carriers, and
no revenue is generated from the Fr8App platform itself for our brokerage services. We therefore consider the gross profit for our brokerage
services to be the difference between brokerage revenue and carrier costs.

 To
note, we have noticed that other publicly traded companies engaged in freight brokerage services reflect their depreciation and amortization
of internally developed software in a similar way, as an operating expense. Forward Air Corporation (Nasdaq: FWRD) is an example of one
such company.

 Lastly,
when we recognize revenue from the sale of Fleet Rocket, our transportation management system software, we will consider the amortization
of internally developed software for that offering to be a direct cost of revenue and therefore part of our gross profit and gross margin
analysis. As of December 31, 2024, however, the Company had not yet recognized any Fleet Rocket revenue.

 2

 If
you would like to discuss any of the responses to the Staff's comments or if you would like to discuss any other matters, please
contact the undersigned at don.quinby@fr8hub.com or via phone on +1 (916) 501-9059 or Louis A. Bevilacqua of Bevilacqua PLLC at Lou@bevilacquapllc.com
or via phone on (202) 869-0888 (ext. 100).

 Sincerely,

 FREIGHT TECHNOLOGIES, INC.

 By:
 /s/ Donald Quinby

 Donald Quinby

 CFO

 cc: Louis
 A. Bevilacqua

 3

<DOCUMENT>
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<TEXT>
 July 24, 2025

Don Quinby
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, Texas 77380

 Re: Freight Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed April 14, 2025
 Response Letter dated June 26, 2025
 File No. 001-38172
Dear Don Quinby:

 We have reviewed your June 26, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 5,
2025 letter.

Form 10-K for the Fiscal Year ended December 31, 2024
Management's Discussion and Analysis, page 44
Cost of Revenue, page 45

1. We understand from your response to prior comment 2 that you regard the
cost of
 revenue for freight brokerage and dedicated services to be entirely
comprised of the
 costs incurred and invoiced by the carriers for the services they
provide, and that you
 regard all of the depreciation and amortization expense, including
amounts related to
 your internally developed software, to be operating expenses and not
attributable to
 cost of revenue in accordance with generally accepted accounting
principles.

 However, the accounting policy disclosures on page F-12 refer to
internally developed
 software projects and indicate these are utilized to provide services to
your customers.
 July 24, 2025
Page 2

 The disclosures on pages 7 and 10 through 18 explain that your freight
management
 business is based on offering "a diverse portfolio of proprietary
platform solutions"
 which you describe as being interconnected within a unified platform
that connects
 Carriers and Shippers. You identify several of these applications, such
as Fr8App,
 Fr8Now, Fr8Fleet, Fr8Radar, Waavely, and Fleet Rocket, and describe the
various
 circumstances under which they are differentiated, including the types
of shipping
 arrangements or customers they are designed to manage or serve.

 Based on these disclosures, please explain to us why you believe that
amortization of
 internally developed software costs would not be regarded as a cost of
revenue under
 generally accepted accounting principles, considering the guidance on
analogous costs
 in the context of inventory and contract accounting such as FASB ASC
330-10-30-1
 and 8, and FASB ASC 340-40-25-7(c), also considering the presentation
requirements
 in Rule 5-03.2 of Regulation S-X. We reissue prior comment 2.

 Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Freight
Technologies, Inc.

 2001
Timberloch Place, Suite 500

 The
Woodlands, TX 77380

 June
26, 2025

 Division
of Corporation Finance

 Office
of Energy & Transportation

 US
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Lily Dang and Karl Hiller

 Re:
Freight Technologies, Inc.

 Form
10-K for the Fiscal Year ended December 31, 2024

 Filed
April 14, 2025

 File
No. 001-38172

 Dear
Lily Dang & Karl Hiller:

 We
hereby submit the responses of Freight Technologies, Inc. (the "Company") to the comments of the staff (the "Staff")
of the U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter, dated June 5, 2025,
providing the Staff's comments with respect to the Company's annual report on Form 10-K for the fiscal year ended December
31, 2024 (the "Annual Report"). Concurrently with the filing of this response letter, we have submitted an amendment to the
Annual Report that incorporates our changes as indicated below made in response to the Staff's comments.

 For
the convenience of the Staff, each of the Staff's comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to "we," "us" and "our" refer to
the Company on a consolidated basis.

 Annual
Report on Form 10-K for the Fiscal Year ended December 31, 2024

 Management's
Discussion and Analysis, page 44

 Revenues,
page 45

 1.
Please expand your disclosures to include a summary table of the non-financial operating measures for each period, as pertaining to revenues
of the Freight Transportation Brokerage and Dedicated Capacity segments, including measures that are specific to your FTL, LTL, and ocean
container shipments, and the shipping capacity sold, to comply with Item 303(a) of Regulation S-K.

 For
example, these should include volumetric and unitary measures such as the number of shipments, miles transported, trucks providing capacity,
average prices per unit, and any other details that are correlated with your performance obligations and relevant to understanding the
activity that is reflected in your financial statements.

 Please
also disclose the extent to which material changes in revenues are attributable to changes in volumes, and separately to changes in prices,
product mix, and other factors to comply with Item 303(b) and (b)(2) of Regulation S-K.

 Response:
In prior annual reports, the Company did not provide quantitative schedules of volumetric and unitary measures of shipments or related
details specific to its revenues from its two lines of services. We did provide qualitative analysis of changes in volumes and rates,
which impacted revenue.

 For
operating metrics with respect to annual revenue for the year ending December 31, 2024 vs. 2023, please find the schedule and additional
analysis below.

 $'000 (USD)
 2024
 2023
 YoY
 YoY %

 Freight Transportation Brokerage
 8,635
 13,474
 (4,839 )
 -36 %

 Dedicated Capacity
 5,094
 3,586
 1,507
 42 %

 Total Revenue
 13,729
 17,061
 (3,332 )
 -20 %

 Volumes
 2024
 2023
 YoY
 YoY %

 Brokerage Shipments
 4,780
 6,886
 (2,106 )
 -31 %

 Dedicated Capacity Truck Days
 15,139
 9,045
 6,094
 67 %

 The
Freight Transportation Brokerage service line experienced a 31% decline in the number of shipments; 35% lower for US domestic, 24% lower
in Mexico domestic, and a 36% lower for cross-border shipments. As indicated in our 10-K, the declines in this service line were primarily
a factor of the Company seeking higher margin business and specific circumstances with a few customers.

 The
Dedicated Capacity service line experienced a 67% increase in the number of truck days made available to our Fr8Fleet customers. One
truck day means a standard 53' dry-van trailer and truck being available to serve the customer for one full working day. The increase
in truck days exceeded the increase in revenue, primarily due to the Company providing significantly more local, short-haul capacity
in 2024 for its primary Fr8Fleet customer, Kimberly Clark de Mexico (KCM), which is provided at a lower daily rate than longer haul capacity.

 2

 Costs
of Revenues, page 45

 2.
Please expand your discussion and analysis pertaining to cost of revenues as necessary to clearly describe the composition and nature
of items included in your costs of revenues; and include corresponding details adjacent to your revenue recognition accounting policy
disclosures on pages F-14 and F-15 of the financial statements.

 As
you appear to disclose a measure of gross margin that excludes depreciation and amortization that is related to cost of revenue, this
would be considered a non-GAAP measure. If the measure is incomplete and you wish to retain the non-GAAP measure, please revise the label
and add disclosures to comply with item 10(e) of Regulation SK, including presenting and discussing the most directly comparable GAAP
measure, with equal or greater prominence, and including a reconciliation.

 Under
this scenario we believe the most directly comparable GAAP measure would be gross margin, reflecting all costs of sales. However, if
depreciation and amortization is not attributable to cost of sales, explain to us your view and the reasons for the parenthetical captions
utilized in your financial presentations.

 Response :
The Company's cost of revenue for both freight brokerage and dedicated services is entirely comprised of the costs our carriers
incur and invoice us to perform the service. In the case of freight brokerage services, this reflects their total costs for hauling the
customers freight from origin to destination. In the case of dedicated capacity services, this reflects having the trucks available to
haul freight for the customer and costs related to any freight movements. For both services, these costs include any accessorial charges
carriers may incur such as loading or unloading, drayage, stoppage, fuel surcharges, border-crossing, packing materials, etc.

 The
Company's depreciation and amortization costs relate to the Company's use over time of internally developed software, computer
equipment, furniture, and our internet domain name. The Company considers all such costs to be operating expenses and not part of our
cost of revenue. The parenthetical captions utilized in our financial presentations were consistent with prior reporting to provide clarity
that depreciation and amortization are not part of our cost of revenue.

 3

 Other
Income and Expenses, page 47

 3.
We note that you report a gain of $1.6 million in 2024 resulting from extinguishments of convertible notes issued in 2023 and promissory
notes issued in 2024, having Freight Opportunities, LLC as the counterparty, according to the disclosures on pages F-20 and F-23. On
page 62, you indicate this entity, along with Freight Opportunities II, LLC, collectively beneficially own or control 91.1% of your shares.

 Please
expand your disclosure herein to provide further details regarding the terms of the cancellation agreements, and of the obligations that
have been extinguished, including the circumstances precipitating the event, the principal and interest balances of the notes that were
cancelled, and any related consideration or contingency.

 Response :
The Company filed a Form 6-K on September 4, 2024 announcing extinguishment of the convertible notes and promissory notes, and included
the entirety of the cancelation agreement in the filing. The components of the $1.6 million were:

 Principal of Promissory Term Notes
 $ 875,000

 Promissory Note Accrued Interest
 $ 30,822

 Book Value of Convertible Note
 $ 219,840

 Convertible Note Accrued Interest
 $ 482,103

 Total
 $ 1,607,766

 There
were no other related considerations or contingencies.

 To
note, as of March 31, 2025, Freight Opportunities, LLC and Freight Opportunities II, LLC collectively owned 91.1% of the Company on a
fully diluted basis, assuming all outstanding warrants and preferred shares the entities held were exercised or converted. The entities
held 208,110 ordinary shares as of March 31, 2025 or 9.2% of the outstanding ordinary shares. The debt cancellation agreement did not
require the Company to issue any additional ordinary shares, preferred shares or warrants to either entity.

 Changes
in and Disagreements with Accountants on Accounting and Financial Disclosures,

 page
50

 4.
We note that you have endeavored to provide certain required information about your relationships with three accounting firms that had
been engaged to conduct auditing and review services. However, various representations and dates within these disclosures are inconsistent
with prior disclosures or not clearly aligned. Please revise your disclosures as necessary to correct errors and misrepresentations to
include revisions that address the following points.

 (a)
Your statement that UHY LLP resigned is not consistent with the report that you filed on July 10, 2024, which indicates that UHY LLP
was dismissed.

 (b)
Your statement that Marcum LLP was engaged on June 20, 2024 is not consistent with the report that you filed on January 10, 2025, which
indicates that Marcum LLP was engaged August 22, 2024.

 (c)
It appears that you intended to specify the periods prior to your dismissal of Marcum LLP in the sixth paragraph, in making a representation
about whether or not there were disagreements or reportable events, although you reference an interim period that is not aligned with
the date of their dismissal, and is not consistent with the report that you filed on January 10, 2025, which covers the period up to
the date of dismissal.

 4

 (d)
You have duplicate representations in the first and fifth paragraphs stating that Marcum LLP "has not provided any audit services
to the Company subsequent to July 4, 2024" (which is the date that you also associate with the resignation of UHY LLP). Clarify
whether these are accurate with respect to Marcum LLP, or if one of these should pertain to UHY LLP, and if a different date is needed
to align with the audit and review work of Marcum LLP.

 (e)
Your statement that Marcum LLP resigned is not consistent with the report that you filed on January 10, 2025, which indicates that you
dismissed Marcum LLP.

 (f)
You have duplicate representations in the third and seventh paragraphs about a letter from Marcum LLP that is filed as an exhibit. Clarify
whether one of those was intended to express something similar with respect to UHY LLP.

 (g)
The seventh paragraph indicates that you asked Marcum LLP to provide a letter regarding the views of UHY LLP, which does not correlate
with the disclosure requirement or the contents of the letter that you have filed as an exhibit.

 (h)
Your representation in the last paragraph regarding the engagement of TAAD LLP and whether the firm had been consulted with respect to
certain matters prior to its engagement, does not fulfill the disclosure requirement because you reference Marcum LLP instead.

 Response :
In consideration of the points raised here under item number four, the eight paragraphs in the section titled "Changes in and Disagreements
with Accountants on Accounting and Financial Disclosures" should be adjusted to read as follows: (Words bolded to emphasize adjustments
and bullet points referenced.)

 Point
(a) and (d) : UHY LLP ("UHY") audited our consolidated financial statements for the year ended December 31, 2023 and 2022.
On July 4, 2024, UHY was dismissed (a) as our independent registered public accounting firm. The audit reports of UHY on the Company's
financial statements as of and for the fiscal years ended December 31, 2023 and 2022 contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting principles. UHY did not provide an audit report on our
financial statements for any period subsequent to December 31, 2023. UHY (d) has not provided any audit services to the Company
subsequent to July 4, 2024.

 During
the Company's two most recent fiscal years ended December 31, 2023 and 2022, and for the subsequent interim period through July
4, 2024, (i) there were no "disagreements" between us and UHY (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K promulgated by the SEC ("Regulation S-K") and the related instructions to this item) on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of UHY, would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial
statements for such period, and (ii) there were no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation
S-K, other than as described below.

 Point
(h) : We provided UHY with a copy of the foregoing disclosures and requested UHY to furnish us with a letter addressed to the SEC
stating whether or not UHY agrees with the above disclosures. A copy of UHY 's (f) letter is filed as Exhibit 16.1
to this report.

 5

 Point
(b), (d) and (e) : On August 22, 2024, (b) we engaged Marcum LLP ("Marcum") as our new independent registered public
accounting firm. During the Company's two most recent fiscal years ended December 31, 2023 and 2022, and for the subsequent interim
period through the date hereof prior to the engagement of Marcum, neither the Company nor anyone on its behalf consulted Marcum regarding
any of the matters described in Items 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.

 On
January 7, 2025, Marcum was dismissed (e) as our independent registered public accounting firm. Marcum has not reported on the
Company's consolidated financial statements for any interim or annual period. Marcum has not provided any audit services to the
Company subsequent to January 7, 2025 (d) .

 Point
(c), (f) and (g): During the Company's fiscal year ended December 31, 2024 , and for the subsequent interim period through January
7, 2025 , (c) (i) there were no "disagreements" between us and Marcum (as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to this item) on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused them
to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such period,
and (ii) there were no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K, other than as
described below.

 We
provided Marcum with a copy of the foregoing disclosures and requested Marcum to furnish us with a letter addressed to the SEC stating
whether or not Marcum (f) (g) agrees with the above disclosures. A copy of Marcum's letter is filed as Exhibit 16.2 to this
report.

 Point
(h) : On January 6, 2025, we engaged TAAD LLP ("TAAD") as our new independent registered public accounting firm. During
the Company's two most recent fiscal years ended December 31, 2024 and 2023, and for the subsequent interim period through the
date hereof prior to the engagement of TAAD, neither the Company nor anyone on its behalf consulted TAAD (h) regarding any of
the matters described in Items 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.

 5.
We note your disclosures indicating that you engaged Marcum LLP as your independent registered public accounting firm on June 20, 2024,
and that the firm resigned on January 7, 2025.

 Please
explain to us the reasons that Marcum LLP resigned, including details of any precipitating circumstances and any communications involving
the company during the period of the engagement. Please also describe for us in reasonable detail the extent to which the firm had conducted
audit and revi

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Don Quinby
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, Texas 77380

 Re: Freight Technologies, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed April 14, 2025
 File No. 001-38172
Dear Don Quinby:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Management's Discussion and Analysis, page 44
Revenues, page 45

1. Please expand your disclosures to include a summary table of the
non-financial
 operating measures for each period, as pertaining to revenues of the
Freight
 Transportation Brokerage and Dedicated Capacity segments, including
measures that
 are specific to your FTL, LTL, and ocean container shipments, and the
shipping
 capacity sold, to comply with Item 303(a) of Regulation S-K.

 For example, these should include volumetric and unitary measures such
as the
 number of shipments, miles transported, trucks providing capacity,
average prices per
 unit, and any other details that are correlated with your peformance
obligations and
 relevant to understanding the activity that is reflected in your
financial statements.

 Please also disclose the extent to which material changes in revenues
are attributable
 to changes in volumes, and separately to changes in prices, product mix,
and other
 factors to comply with Item 303(b) and (b)(2) of Regulation S-K.
 June 5, 2025
Page 2

Costs of Revenues, page 45

2. Please expand your discussion and analysis pertaining to cost of
revenues as necessary
 to clearly describe the composition and nature of items included in your
costs of
 revenues; and include corresponding details adjacent to your revenue
recognition
 accounting policy disclosures on pages F-14 and F-15 of the financial
statements.

 As you appear to disclose a measure of gross margin that excludes
depreciation and
 amortization that is related to cost of revenue, this would be
considered a non-GAAP
 measure. If the measure is incomplete and you wish to retain the
non-GAAP measure,
 please revise the label and add disclosures to comply with item 10(e) of
Regulation S-
 K, including presenting and discussing the most directly comparable GAAP
measure,
 with equal or greater prominence, and including a reconciliation.

 Under this scenario we believe the most directly comparable GAAP measure
would
 be gross margin, reflecting all costs of sales. However, if depreciation
and
 amortization is not attributable to cost of sales, explain to us your
view and the
 reasons for the parenthetical captions utilized in your financial
presentations.

Other Income and Expenses, page 47

3. We note that you report a gain of $1.6 million in 2024 resulting from
extinguishments
 of convertible notes issued in 2023 and promissory notes issued in 2024,
having
 Freight Opportunities, LLC as the counterparty, according to the
disclosures on pages
 F-20 and F-23. On page 62, you indicate this entity, along with Freight
Opportunities
 II, LLC, collectively beneficially own or control 91.1% of your shares.

 Please expand your disclosure herein to provide further details
regarding the terms of
 the cancellation agreements, and of the obligations that have been
extinguished,
 including the circumstances precipitating the event, the principal and
interest balances
 of the notes that were cancelled, and any related consideration or
contingency.

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures,
page 50

4. We note that you have endeavored to provide certain required information
about your
 relationships with three accounting firms that had been engaged to
conduct auditing
 and review services. However, various representations and dates within
these
 disclosures are inconsistent with prior disclosures or not clearly
aligned. Please revise
 your disclosures as necessary to correct errors and misrepresentations
to include
 revisions that address the following points.

 Your statement that UHY LLP resigned is not consistent with the
report that you
 filed on July 10, 2024, which indicates that UHY LLP was dismissed.
 June 5, 2025
Page 3

 Your statement that Marcum LLP was engaged on June 20, 2024 is not
consistent
 with the report that you filed on January 10, 2025, which indicates
that Marcum
 LLP was engaged August 22, 2024.

 It appears that you intended to specify the periods prior to your
dismissal of
 Marcum LLP in the sixth paragraph, in making a representation about
whether or
 not there were disagreements or reportable events, although you
reference an
 interim period that is not aligned with the date of their dismissal,
and is not
 consistent with the report that you filed on January 10, 2025, which
covers the
 period up to the date of dismissal.

 You have duplicate representations in the first and fifth
paragraphs stating that
 Marcum LLP "has not provided any audit services to the Company
subsequent to
 July 4, 2024" (which is the date that you also associate with the
resignation of
 UHY LLP). Clarify whether these are accurate with respect to Marcum
LLP, or if
 one of these should pertain to UHY LLP, and if a different date is
needed to align
 with the audit and review work of Marcum LLP.

 Your statement that Marcum LLP resigned is not consistent with the
report that
 you filed on January 10, 2025, which indicates that you dimissed
Marcum LLP.

 You have duplicate representations in the third and seventh
paragraphs about a
 letter from Marcum LLP that is filed as an exhibit. Clarify whether
one of those
 was intended to express something similar with respect to UHY LLP.

 The seventh paragraph indicates that you asked Marcum LLP to
provide a letter
 regarding the views of UHY LLP, which does not correlate with the
disclosure
 requirement or the contents of the letter that you have filed as an
exhibit.

 Your representation in the last paragraph regarding the engagement
of TAAD
 LLP and whether the firm had been consulted with respect to certain
matters prior
 to its engagement, does not fulfill the disclosure requirement
because you
 reference Marcum LLP instead.

5. We note your disclosures indicating that you engaged Marcum LLP as
 your independent registered public accounting firm on June 20, 2024, and
that the
 firm resigned on January 7, 2025.

 Please explain to us the reasons that Marcum LLP resigned, including
details of any
 precipitating circumstances and any communications involving the company
during
 the period of the engagement. Please also describe for us in reasonable
detail the
 extent to which the firm had conducted audit and review work during the
period of
 their engagement, including details of the scope of procedures
performed, and the
 extent of any such work that was conducted in your offices or
facilities, and tell us the
 June 5, 2025
Page 4

 amount of any fees that you paid to Marcum LLP in connection with their
services
 and explain how those fees have been reported in the table on page 64.

Controls and Procedures, page 51

6. We note you disclosure indicating internal control over financial
reporting (ICFR)
 was assessed and found to be not effective at December 31, 2024 due to
significant
 deficiencies and material weaknesses in ICFR, including certain "invoice
and
 fulfilment reconciliations with the customer and general ledger entries
related to
 dedicated service invoices and adjustments thereto were not always
completed in a
 timely manner for internal reporting purposes."

 Given the areas of overlap between ICFR and disclosure controls and
procedures
 (DCP), and considering the nature of the material weaknesses and the
various
 disclosure concerns outlined in the other comments in this letter,
please clarify how
 you would conclude that DCP were effective at December 31, 2024.

Principal Accountant Fees and Services, page 64

7. We note your disclosures about All Other Fees on page 65 indicating the
independent
 accountant may have been compensated "for products and services"
although also
 stating that the principal accountant was not engaged to render any
services during the
 last two fiscal years other than as indicated in the other fee
classifications.

 However, given that you report having paid the independent accountant
$111,750 for
 products and services that were incremental to the audit and review
services, it
 appears that you should expand your disclosure to describe the nature of
the services
 that your accountant provided to comply with Item 14(4) of Form 10-K.

 Please submit the disclosures that you propose to address this
requirement.

 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 Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686
if you have
questions regarding comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 5, 2024
Paul Freudenthaler
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38172
Dear Paul Freudenthaler:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Benjamin Tan, Esq.

CORRESP
1
filename1.htm

February
21, 2024

VIA
EDGAR

Jennifer
Gowetski

Securities
and Exchange Commission

Division
of Corporation Finance

Disclosure
Review Program

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Freight
    Technologies, Inc.

    Amendment
    No.1 to Form 20-F for the Fiscal Year Ended December 31, 2022

    File
    No. 001-38172

Dear
Ms. Gowetski,

On
behalf of our client, Freight Technologies, Inc. (the “Company”), we submit to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated September 29, 2023.

For
the ease of review, the Staff’s comments are repeated below and are followed by the Company’s responses.

*
* *

Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 1

1. We
                                            note your statement that you reviewed your register of members and public filings made by
                                            your shareholders in connection with your required submission under paragraph (a). Please
                                            supplementally describe any additional materials that were reviewed and tell us whether you
                                            relied upon any legal opinions or third party certifications such as affidavits as the basis
                                            for your submission. In your response, please provide a similarly detailed discussion of
                                            the materials reviewed and legal opinions or third party certifications relied upon in connection
                                            with the required disclosures under paragraphs (b)(2) and (3).

Response:

The
Company did not review any additional materials other than previously described nor did it rely upon any legal opinions or third party
certifications such as affidavits as to the basis of its submission.

2. In
                                            order to clarify the scope of your review, please supplementally describe the steps you have
                                            taken to confirm that none of the members of your board or the boards of your consolidated
                                            foreign operating entities are officials of the Chinese Communist Party. For instance, please
                                            tell us how the board members’ current or prior memberships on, or affiliations with,
                                            committees of the Chinese Communist Party factored into your determination. In addition,
                                            please tell us whether you have relied upon third party certifications such as affidavits
                                            as the basis for your disclosure.

Response:

The
Company had each of the members of its board or the boards of its consolidated foreign operating entities complete a Director and Officer
Questionnaire (the “Questionnaire”) which, among other things, required disclosure of the person’s citizenship, current
and prior membership of organizations and provision of a copy of the individual’s passport. Based on the completed Questionnaires,
it was determined that its board members, as of August 23, 2023, namely, Javier Selgas, Nicholas H. Adler, William Samuels and Marc Urbach
were not and have never been citizens of the People’s Republic of China and accordingly, they had no prior or current memberships
on, or affiliations with, committees of the Chinese Communist Party. The Company did not rely on third party certifications such as affidavits
as the basis for its disclosure.

    3.

    We
    note that the disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for “our company.” We also note
    that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in countries outside China. Please note
    that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable
    interest entities or similar structures.

    ●
    With
    respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized
    or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental
    entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response.

    ●
    With
    respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities
    in your supplemental response.

Response:

The
Company was previously involved in providing financial advisory services in the People’s Republic of China. However, on February
14, 2022 it consummated a merger with its current operating entities and since March 30, 2022, when it sold its wholly-owned Hong Kong
subsidiary, Hongkong Internet Financial Services Limited (“HKIFS”), which held and operated its financial advisory business,
in its entirety to a private investor, the Company is no longer in the financial advisory business and no longer have any presence or
holdings outside of North America.

Instead,
the Company is now, through its wholly-owned subsidiary, Freight App, Inc. (formerly known as “Freight Hub, Inc.”
and hereinafter referred to as “Fr8App”) and Fr8App’s wholly-owned Mexico subsidiary, Freight App de México,
S.A De C.V. (“Freight App Mexico”) involved in the freight management business. Fr8App and Freight App Mexico are the Company’s
only consolidated operating entities.

    Subsidiary

    Place
                                            of Incorporation

    Percentage
                                            Ownership

    Percentage
                                            Ownership

    By
    Foreign Governmental Entities

    Freight
    App, Inc.

    Delaware

    100%

    0%

    Freight
    App de México, S.A De C.V.

    Mexico

    100%
    (indirectly through Fr8App)

    0%

4. We
                                            note your disclosure pursuant to Item 16I(b)(3) addresses ownership or control by governmental
                                            entities in “China.” However, we note your definition of “China”
                                            on page 2 of your Annual Report on Form 20-F filed on April 21, 2023 distinguishes between
                                            mainland China and Hong Kong. Please supplementally tell us the ownership or control by governmental
                                            entities in Hong Kong as well as in China.

Response:

There
is no ownership or control of the Company and its subsidiaries by governmental entities in either Hong Kong or China.

 5. With
                                            respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language
                                            that such disclosure is “to our best knowledge.” Please supplementally confirm
                                            without qualification, if true, that your articles and the articles of your consolidated
                                            foreign operating entities do not contain wording from any charter of the Chinese Communist
                                            Party.

Response:

The
Company confirms that its articles and the articles of its consolidated foreign operating entities do not contain wording from any charter
of the Chinese Communist Party.

If
you have any questions regarding the above responses, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srfc.law.

    Very
    truly yours,

    SICHENZIA
    ROSS FERENCE CARMEL LLP

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

United States securities and exchange commission logo
September 29, 2023
Paul Freudenthaler
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended
December 31, 2022
File No. 001-38172
Dear Paul Freudenthaler:
            We have reviewed your amended filing in response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 1
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your

 FirstName LastNamePaul Freudenthaler
 Comapany NameFreight Technologies, Inc.
 September 29, 2023 Page 2
 FirstName LastName
Paul Freudenthaler
Freight Technologies, Inc.
September 29, 2023
Page 2
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that the disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for
"our company." We also note that your list of subsidiaries in Exhibit 8.1 appears to
indicate that you have subsidiaries in countries outside China.  Please note that Item
16I(b) requires that you provide disclosures for yourself and your consolidated foreign
operating entities, including variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.We note your disclosure pursuant to Item 16I(b)(3) addresses ownership or control by
governmental entities in "China." However, we note your definition of "China" on page 2
of your Annual Report on Form 20-F filed on April 21, 2023 distinguishes between
mainland China and Hong Kong. Please supplementally tell us the ownership or control
by governmental entities in Hong Kong as well as in China.
5.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Benjamin Tan, Esq.

United States securities and exchange commission logo
August 4, 2023
Paul Freudenthaler
Chief Financial Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38172
Dear Paul Freudenthaler:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 88
1.We note that during your fiscal year 2022 you were identified by the Commission
pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 20-F, a registered public accounting firm that has a
branch or office that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight Board had determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction. Please
provide the documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so. Additionally, please amend your Form 20-F to provide the
disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.

 FirstName LastNamePaul Freudenthaler
 Comapany NameFreight Technologies, Inc.
 August 4, 2023 Page 2
 FirstName LastName
Paul Freudenthaler
Freight Technologies, Inc.
August 4, 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.
            Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Benjamin Tan, Esq.

CORRESP
1
filename1.htm

FREIGHT
TECHNOLOGIES, INC.

2001
Timberloch Place, Suite 500

The
Woodlands, TX 77380

September
22, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Janice Adeloye/Taylor Beech

    Re:

    Freight
    Technologies, Inc.

    Registration
    Statement on Form F-3

    Filed
    on September 15, 2022

    File
    No. 333-267446

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FREIGHT TECHNOLOGIES, INC. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 pm, Eastern Time, on September 26, 2022, or as soon thereafter as possible.

We
hereby acknowledge the following:

    ●
    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.

    FREIGHT
    TECHNOLOGIES, INC.

    By:
    /s/
    Javier Selgas

    Name:
    Javier
    Selgas

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
September 21, 2022
Javier Selgas
Chief Executive Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Registration Statement on Form F-3
Filed on September 15, 2022
File No. 333-267446
Dear Mr. Selgas:
            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 Janice Adeloye at 202-551-3034 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

FREIGHT
TECHNOLOGIES, INC.

2001
Timberloch Place, Suite 500

The
Woodlands, TX 77380

August
25, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Janice Adeloye/Dietrich King

    Re:

    Freight
    Technologies, Inc.

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

    Filed
    on August 24, 2022

    File
    No. 333-266853

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, FREIGHT TECHNOLOGIES, INC. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 pm, Eastern Time, on August 29, 2022, or as soon thereafter as possible.

We
hereby acknowledge the following:

    ●
    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.

    FREIGHT
TECHNOLOGIES, INC.

    By:
    /s/
    Javier Selgas

    Name:
    Javier
    Selgas

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
August 22, 2022
Javier Selgas
Chief Executive Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands , TX 77380
Re:Freight Technologies, Inc.
Registration Statement on Form F-1
Filed on August 15, 2022
File No. 333-266853
Dear Mr. Selgas:
            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 Janice Adeloye at 202-551-3034 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 1, 2022
Javier Selgas
Chief Executive Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed April 29, 2022
File No. 001-38172
Dear Mr. Selgas:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

July
20, 2022

Tony
Watson/Joel Parker

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Freight
                                            Technologies, Inc.

    Form
    20-F for the Fiscal Year Ended December 31, 2021 Filed April 29, 2022

    File
    No. 001-38172

Dear
Messrs. Watson and Parker,

On
behalf of our client, Freight Technologies, Inc. (the “Company”), we submit to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated July 12, 2022. Concurrently with the submission of this letter, the Company is submitting
a revised Amendment No. 1 to its Annual Report on Form 20-F (the “Revised Annual Report”) and the related exhibits via EDGAR
to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Annual Report.

*
* *

Form
20-F filed April 29, 2022

General

    1.
    Please
    tell us why you have not included the financial statements and related information of FreightHub, Inc. for the year ended December
    31, 2021 in your filing. Refer to General Instruction E(c) and Instruction 1 to Item 8 of Form 20-F.

Response:

The
Company has filed the Revised Annual Report containing Freight App, Inc.’s financial statements and related information for the
year ended December 31, 2021.

If
you have any questions regarding the Revised Annual Report, please contact the undersigned by phone at (212) 930 9700 or via e-mail at
btan@srf.law.

    Very
    truly yours,

    SICHENZIA
    ROSS FERENCE LLP

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
July 12, 2022
Javier Selgas
Chief Executive Officer
Freight Technologies, Inc.
2001 Timberloch Place, Suite 500
The Woodlands, TX 77380
Re:Freight Technologies, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed April 29, 2022
File No. 001-38172
Dear Mr. Selgas:
            We have reviewed your filing and 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F filed April 29, 2022
General
1.Please tell us why you have not included the financial statements and related information
of FreightHub, Inc. for the year ended December 31, 2021 in your filing.  Refer to General
Instruction E(c) and Instruction 1 to Item 8 of Form 20-F.

 FirstName LastNameJavier Selgas
 Comapany NameFreight Technologies, Inc.
 July 12, 2022 Page 2
 FirstName LastName
Javier Selgas
Freight Technologies, Inc.
July 12, 2022
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.
            You may contact Tony Watson at (202) 551-3318 or Joel Parker at (202) 551-3651 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CHINA
INTERNET NATIONWIDE FINANCIAL SERVICES INC.

93
Jianguo Road, No. 6 Building,

11th
Floor

Chaoyang
District, Beijing, People’s Republic of China 100020

September
18, 2019

Via
Edgar

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-4631

    Re:
    China
    Internet Nationwide Financial Services Inc. (the “Company”)

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

    File
No. 333-233408 (the “Registration Statement”)

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 11:00 a.m., Eastern
Time, on September 19, 2019, or as soon thereafter as is practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the F-3 Registration Statements in accordance
with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, Sichenzia Ross Ference LLP.

The
Company acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declares 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.

If
you have any further questions, please contact Mr. Benjamin Tan Esq., at +1 (212) 930 9700, from the Company’s U.S. counsel,
Sichenzia Ross Ference LLP.

    Very truly yours

    China Internet Nationwide Financial Services Inc.

    By:
    /s/
    Jianxin     Lin

    Name:
    Jianxin Lin

    Title:
    Chief Executive Officer

September 11, 2019
Jianxin Lin
Chief Executive Officer
CHINA INTERNET NATIONWIDE FINANCIAL SERVICES, INC.
93 Jianguo Road, No. 6 Building, 11th Floor
Chaoyang District, Beijing, People’s Republic of China 100020
Re:China Internet Nationwide Financial Services, Inc.
Form 20-F for the Year Ended December 31, 2018
Dear Mr. Lin:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CHINA
INTERNET NATIONWIDE FINANCIAL SERVICES INC.

Dongsanhuan
Middle Road

#1
Building Unit 1 Room 1501 Unit 13-14,

Chaoyang
District, Beijing, People’s Republic of China 100020

VIA
EDGAR

May
18, 2017

Pamela
A. Long Assistant Director

Office
of Manufacturing and Construction

Asia
Timmons-Pierce, Staff Attorney

Chris
Ronne, Staff Attorney

Tracie
Mariner

Terence
O’Brien, Accounting Branch Chief

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re: China
                                         Internet Nationwide Financial Services, Inc.

  Registration
                                        Statement on Form F-1 (File Number: 333-217326)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Internet
Nationwide Financial Services Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration
Statement become effective at, 9:00 a.m., Eastern Standard Time on May 22, 2017, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance
with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s
U.S. counsel, Sichenzia Ross Ference Kesner LLP.

The
Company hereby acknowledges the following:

    ●
    should
    the Commission or the staff of the Commission (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,

    China Internet Nationwide Financial Services Inc.

    By:
    /s/
    Jianxin Lin

    Name:
    Jianxin
    Lin

    Title:
    Chief
    Executive Officer and Executive Chairman of   the Board of Directors

CORRESP
1
filename1.htm

    May
    10, 2017

Pamela
A. Long Assistant Director

Office
of Manufacturing and Construction

Asia
Timmons-Pierce, Staff Attorney

Chris
Ronne, Staff Attorney

Tracie
Mariner

Terence
O’Brien, Accounting Branch Chief

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    China
    Internet Nationwide Financial Services, Inc.

    Amendment
    No. 1 to

    Draft
    Registration Statement on Form F-1 Submitted January 9, 2017

    CIK
    No. 377-01415

Dear
Mses. Long, Timmons-Pierce and Mariner and Messrs. O’Brien and Ronne,

On
behalf of our client, China Internet Nationwide Financial Services, Inc. , a foreign private issuer organized under the laws of
the British Virgin Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated May 1, 2017. Concurrently with the submission of this letter, the Company is submitting its
revised registration statement on Amendment No. 1 to Form F-1 (the “Revised Registration Statement”) and the related
exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Revised Registration Statement.

In
addition to the responses to the Staff’s comments, the Company has amended the Revised Registration Statement to (i) amend
the lower and upper limits of the offering, (ii) the offering price, (iii) update the corresponding changes to the Dilution and
Capitalization tables, (iv) incorporate comments from FINRA as regards the underwriter’s fees and expenses, (v) amend the
underwriter’s commission fees and other compensation and (iv) update the U.S. federal tax discussions.

*          *          *

Cover
Page

1.           Please
revise your cover page to disclose the escrow arrangements for this offering as required by Item 501(b)(8)(iii) of Regulation
S-K.

The
cover has been revised to disclose the escrow arrangements for this offering as required by Item 501(b)(8)(iii) of Regulation
S-K..

2.          Please
describe the remittance procedures, and also disclose how much time you expect the remittance procedures take to complete. Please
add a risk factor discussing the risk to the company of not completing the remittance procedures. Please further disclose what
you intend to do with the proceeds of this offering if the remittance procedures are not completed.

In
response to the Staff’s comments, we have amended the cover page and added an additional risk factor ,”Risk Factors
- Risks Related to Doing Business in the People’s Republic of China - . We must remit the offering proceeds to the PRC
before they may be used to benefit our business in the PRC, and this process may take a number of months.” to describe
the remittance procedure for remitting the offering proceeds into the PRC, how much time it is expected to take, the risk of not
being able to use the proceeds pending remittance of the proceeds into the PRC and the maintenance of the offering proceeds in
an interesting bearing account in the United States maintained by the Company pending remittance.

Use
of Proceeds, page 53

3.          Please
revise to include a table that specifies the amount of the proceeds that will be allocated for each purpose under each of the
minimum and maximum scenarios. Also describe how proceeds will be allocated if you raise an amount between the minimum and maximum
such that investors can understand management’s priorities for the use of your proceeds.

In
response to the Staff’s comments, a table has been included to specify specifies the amount of the proceeds that will be
allocated for each purpose under each of the minimum and maximum scenarios. Additionally, the Company has clarified that in the
event that it were to raise an amount between the minimum and maximum offerings, the percentage of net proceeds allocated for
each use as described in the “Use of Proceeds” section will remain unchanged.

Plan
of Distribution, page 140

4.          We
note your disclosure on the cover page that all funds will be returned to investors within one business day and your disclosure
on page 141 that all funds will be returned within five business days. Please reconcile these inconsistencies. Please file a copy
of your escrow agreement as an exhibit to your next amendment. See Item 601(b)(10) of Regulation S-K.

All
inconsistencies have been revised to provide that in the event the underwriters are unable to sell at least 2,000,000 ordinary
shares by August 31, 2017, all funds in the escrow account will be returned to the subscribers within five (5) business days without
interest or deduction in accordance with Section 2(d) of the Escrow Deposit Agreement between the Company, Boustead Securities,
LLC as representative of the underwriters and Signature Bank, the escrow agent. The Escrow Deposit Agreement is filed as exhibit
1.2 to the Revised Registration Statement.

Regulation
on Wholly Foreign Owned Enterprises and Foreign Investment Restrictions, page 103

5.          We
note loans referenced on page 25. If these loans were made by the WFOE, then please address the potential risk that the nature
of your business could be considered in the restricted category.

The
loans referred to on page 25 were not made by WFOE but by Sheng Ying Xin and the disclosure has been revised to clarify this.

6.          Please
clarify whether Beijing Yingxin Yijia Network Technology has already made its record-filing. Please address whether you expect
to be required to register or amend any prior registration under the Interim Measures for Record-filing Administration of the
Establishment and Change of Foreign-invested Enterprises. Consider including discussion in your risk factor section, as necessary.

When
Beijing Yingxin Yijia Network Technology Co., Ltd (the “WFOE”) was established, it obtained approvals from the relevant
branch of the Ministry of Commerce of the People’s Republic of China (the “MOFCOM”) and made its record-filing
with Beijing branch of the Administration for Industry and Commerce (the “AIC”) in accordance with the PRC laws then
applicable to the WFOE.

On
December 23, 2015, Hongkong Internet Financial Services Limited, the sole shareholder of the WFOE, obtained the Approval regarding
Establishment of Beijing Yingxin Yijia Network Technology Co., Ltd issued by Beijing Huairou branch of the MOFCOM. On December
24, 2015, the Beijing Municipal Government issued the Certificate of Approval for Establishments of Enterprises with Investment
of Taiwan, Hong Kong, Macao and Overseas Chinese in the People’s Republic of China to the WFOE (the “Certificate of
Approval”). This Certificate of Approval is filed as exhibit 3.20 to the Revised Registration Statement. On December 28,
2015, Mr. Jianxin Lin, as the legal representative of the WFOE, submitted the Certificate of Approval to the Beijing branch of
AIC, and on December 31, 2015, the WFOE obtained its business license (the business license was previously filed as exhibit 3.6
to the Registration Statement on Form F-1 filed with the Commission on April 17, 2017).

The
Interim Measures for Record-filing Administration of the Establishment and Change of Foreign-invested Enterprises (the “Interim
Measures”) were promulgated and came into effect on October 8, 2016. They were implemented to facilitate the establishment
of and changes in foreign-invested enterprises in China. The Interim Measures provide that for foreign-invested enterprises that
do not conduct any business in which foreign investment is prohibited or restricted by the PRC laws, certain matters relating
to the establishment of or changes in foreign-invested enterprises, such as changes in the company’s name, business term,
registered capital and articles, will only need to be record-filed rather than be subjected to the review and approval by the
relevant authorities.

According
to the Company’s PRC counsel, Han Kun Law Offices, as of the date of this response letter, the Interim Measures do not require
the WFOE to register, amend or record-file with the MOFCOM or any other authorities any of abovementioned approvals, registrations
and certificates as there had been to change in the WFOE.

However,
if there is any material change of the WFOE in the future, the WFOE will be required to file its changes with relevant branch
of MOFCOM in accordance with these Interim Measures.

Because
the Interim Measures simplify the procedures in connection with certain matters relating to the establishment of or changes in
foreign-invested enterprises, the Company does not see such simplification as an additional risk to the WFOE or the Company and
accordingly, additional risk factor discussion is unnecessary.

Exhibits

7.          Please
file copies of the executed Lock-up Agreement filed as exhibit 10.21 and lock-up agreements entered into with your directors,
executive officers and existing shareholders as exhibits to your next amendment. See Item 601(b)(10) of Regulation S-K.

An
executed copy of the Lock-Up Agreement with Mr. Jianxin Lin has been filed as exhibit 10.21 to the Revised Registration Statement.

8.          Please
file your tax opinion from Sichenzia Ross Ference Kesner LLP with your next amendment.

The
tax opinion from Sichenzia Ross Ference Kesner LLP is filed as exhibit 8.3 to the Revised Registration Statement.

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700
or via e-mail at btan@srfkllp.com, the audit engagement partner at Marcum Bernstein & Pinchuk LLP, Rong Liu by telephone
at (646) 472 1879 or via email at rong.liu@marcumbp.com. Marcum Bernstein & Pinchuk LLP is the independent registered
public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

    cc.
    Marcum
    Bernstein & Pinchuk LLP (Eric.Hu@marcumbp.com; rong.liu@marcumbp.com)

    China
    Internet Financial Services Inc. (1279253890@qq.com; 3120736696@qq.com)

Mail Stop 4631

May 1, 2017

Via E -mail
Lu S un
Chief Financial Officer
China Internet Nationwide Financial Services, Inc.
Dongsanhuan Middle Road
#1 Building Unit 1 room 1501 Unit 13 -14
Chaoyang District, Beijing
People’s Republic of China 1000020

Re: China Internet Nationwide Financial Services, Inc.
Registration Statement on Form F -1
Filed April 17, 2017
  File No. 333 -217326

Dear Ms. Sun :

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
request ed 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 informatio n you
provide in response to these  comments, we may have  additional comments.

Cover Page

1. Please revise your cover page to disclose the escrow arrangements for this offering as
required by Item 501(b)(8)(iii) of Regulation S -K.

2. Please describe the remittance procedures, and also disclose how much time you expect
the remittance procedures take to complete.  Please add a risk factor discussing the risk to
the company of not compl eting the remittance procedures.  Please further disc lose what
you intend to do with the proceeds of this offering if the remittance procedures are not
completed.

Lu Sun
China Internet Nationwide Financial Services, Inc.
May 1, 2017
Page 2

 Use of Proceeds, page 53

3. Please revise to include a table that specifies  the amount  of the proceeds that will be
allocated for each purpose under each  of the minimum and maximum scenarios.   Also
describe how proceeds will be allocated if you raise an amount between the minimum
and maximum such that inve stors can understand management’ s priorities for the use of
your proceeds.

Plan of Distribution, pa ge 140

4. We note your disclosure on the cover page that all funds will be returned  to investors
within one business day and your disclosure on page 141 that all funds will be returned
within five business days.  Please reconcile these inconsistencies .  Please file a copy of
your escrow agreement as an exhibit to your next amendment.  See Item 601(b)(10) of
Regulation S -K.

Regulation on Wholly Foreign Owned Enterprises and Foreign Investment Restrictions, page
103

5. We note loans referenced on page 25.   If these loans were made by the WFOE, then
please address the potential risk that the nature of your business could be considered in
the restricted category.

6. Please clarify whether Beijing Yingxin Yijia Network Technology has already made its
record -filing.  Please address whether you expect to be required to register or amend any
prior registration under the Interim Measures for Record -filing Administration of the
Establishment and Change of Foreign -invested Enterprises.   Consider including
discussion in  your risk factor section, as necessary .

Exhibits

7. Please file copies of the executed Lock -up Agreement filed as exhibit 10.21 and lock -up
agreements entered into with your directors, executive officers and existing shareholders
as exhibits to your next  amendment.  See Item 601(b)(10) of Regulation S -K.

8. Please file your tax opinion from Sichenzia Ross Ference Kesner LLP  with your next
amendment.

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.

Lu Sun
China Internet Nationwide Financial Services, Inc.
May 1, 2017
Page 3

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

You may contact Tracie Mariner, at (202) 551 -3744 or Terence O’Brien, Accounting
Branch Chief, at (202) 551 -3355 if you have questions regarding the financial statements and
related matters.  Please contact Chris Ronne, Staff Attorney, at (202) 551 -6156 or me at (202)
551-3754 with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

 Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E -mail
Benjamin Tan, Esq.
 William Rao, Esq.

CORRESP
1
filename1.htm

April
14, 2017

Pamela
A. Long Assistant Director

Office
of Manufacturing and Construction

Asia
Timmons-Pierce, Staff Attorney

Jay
Ingram, Legal Branch Chief

Tracie
Mariner

Terence
O’Brien, Accounting Branch Chief

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    China
    Internet Nationwide Financial Services, Inc.

    Amendment
    No. 1 to

    Draft
    Registration Statement on Form F-1 Submitted January 9, 2017

    CIK
    No. 377-01415

Dear
Mses. Long, Timmons-Pierce and Mariner and Messrs. O’Brien and Ingram,

On
behalf of our client, China Internet Nationwide Financial Services, Inc. , a foreign private issuer organized under the laws of
the British Virgin Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated January 23, 2017. Concurrently with the submission of this letter, the Company is submitting
its revised registration statement on Form F-1 (the “Registration Statement”) and the related exhibits via EDGAR to
the Commission. Apart from containing revisions in response to the Staff’s letter of January 23, 2017, the Company has also
amended the Registration Statement to update its corporate and capital structure, board committees and board members , offering
expenses and relevant disclosures as they relate to its most recent financial statements.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement.

In
addition to adding and revising disclosure in response to the Staff’s comments, the Company has updated the Registration
Statement to reflect the Company’s recent developments, appointment of underwriters and the terms of the proposed public
offering.

*
* *

General

1.
       We note your reference to “selling shareholders” at top of the cover page
and on page 115. Please remove references to selling shareholders if there is no selling shareholder component to this offering
or substantially revise your registration statement if there is a selling shareholder component to this offering.

In
response to the Staff’s comments, the reference to “selling shareholders” at the top of the cover page and on
page 115 has been removed.

2.
       We note your response to comment five of our letter dated December 1, 2016. Please supplementally
provide us with a copy of the iResearch report.

The
iResearch report was a privately commissioned report and the Company is unable to obtain a copy of it. Instead Beijing Han Ding
Century Consulting Co. Ltd has revised its report titled “2012-2018 China’s Financial Advisory Services Industry Market
Overview Analysis” (the “Revised Han Ding Report”) to incorporate all the statistical, qualitative and comparative
statements contained in the Company’s prospectus that previously referenced the iResearch report as their source. These
references have now been amended to reference the Revised Han Ding Report instead of the iResearch Report. The Revised Han Ding
Report is attached as exhibit 99.3 to the Registration Statement and a copy of their updated consent is re-filed as exhibit 23.4.
Additionally and to assist the Staff’s review, the relevant amendments in the Revised Han Ding Report have been highlighted.

Cover
Page

3.
       We note here that you state offering price of the ordinary shares will be $54.00 per
share. However, in the fee table and elsewhere you state that the ordinary shares will be $5.00 per share. Please revise.

This
revision has been made.

Corporate
History and Structure, page 11

4.
       We note your response to comment eight of our letter dated December 1, 2016. Please
revise your organizational chart to reflect the ownership interest of Jianxin Management Limited and Ms. Sun common controlling
ownership and common management.

In
response to the Staff’s comments, the Company has revised its organizational chart to reflect the ownership interest of
Jianxin Management Limited and Ms. Sun common controlling ownership and common management.

Legal
Matters, page 114

5.
Please identify counsel that will opine on the validity of the ordinary shares.

In
response to the Staff’s comments, we have identified our British Virgin Islands counsel, Harneys as counsel to opine on
the validity of the ordinary shares.

Plan
of Distribution, page 140

6.
       Please clarify whether investors are not entitled to withdraw their funds from escrow.
Please consider including an appropriate risk factor to the extent investors are not able withdraw their funds from escrow.

In
response to the Staff’s comments, we have included a sentence to clarify that “[i]nvestors may withdraw their subscriptions
from the escrow account at any time prior to closing”. Accordingly, the Company does not believe that a risk factor on this
issue is necessary.

Financial
Statements

7.
       Please update your financial statements in accordance with Rule 8-08 of Regulation S-X.

In
response to the Staff’s comments, the Company has updated its financials to include audited financial statements for fiscal
year 2016 in accordance with Rule 8-08 of Regulation S-X.

Exhibits,
page 151

General

8.
       Please file your loan agreements with Xiamen Jingsu Trading Limited Company or tell
us why you are not required to do so.

In
response to the Staff’s comments, the Company has filed the loan agreements with Xiamen Jingsu Trading Limited Company to
the Registration Statement as exhibits 10.8 and 10.9.

Exhibit
Index

9.
       We note that you are no longer planning to issue American Depositary Shares. Please
revise your index accordingly.

In
response to the Staff’s comments, the Company has ensured that the Exhibit Index of the Registration Statement does not
mention American Depositary Shares.

If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at (212) 930
9700 or via e-mail at btan@srfkllp.com , the audit engagement partner at Marcum Bernstein & Pinchuk LLP, Rong Liu by
telephone at (646) 472 1879 or via email at rong.liu@marcumbp.com. Marcum Bernstein & Pinchuk LLP is the independent
registered public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

cc.
Marcum Bernstein & Pinchuk LLP (Eric.Hu@marcumbp.com; rong.liu@marcumbp.com)

China
Internet Financial Services Inc. (1279253890@qq.com; 3120736696@qq.com)

Mail Stop 4631
January 23, 2017

Via E -mail
Jianxin Lin
Chief Executive Officer
China Internet Nationwide Financial Services, Inc.
Dongsanhuan Middle Road
#1 Building Unit 1 Room 1501 Unit 13 -14,
Chaoyang District, Beijing, People’s Republic of China 100020

Re: China Internet Nationwide Financial Services, Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted January 9, 2017
  CIK No. 377-01415

Dear Mr. Lin :

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft  registration statement or  publicly  filing your registration statement on
EDGAR.  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 reviewin g the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note your reference to “selling shareholders” at top of the cover page and on page 115 .
Please remove references to selling shareholders if there is no selling shareholder component
to this offering  or substantially revise your registration statement if there is a selling
shareholder component to this offering.

2. We note your response to comme nt five of our letter dated December 1, 2016.  Please
supplementally  provide us with a copy of the iResearch report.

Jianxin Lin
China Internet Nationwide Financial Services, Inc.
January 23, 2017
Page 2

Cover Page

3. We note here that you state offering price o f the ordinary shares will be $54.00 per share.
However, in the fee table and el sewhere you state that the ordinary shares will be $5.00 per
share.  Please revis e.

Corporate History and Structure, page 11

4. We note your response to comment eight of our letter dated December 1, 2016.  Please revise
your organizational chart to reflect the ownership interest of Jianxin Management Limited
and Ms. Sun common controlling ownership and common management.

Legal Matters, page 114

5. Please identify counsel that will opine on t he validity of the ordinary shares.

Plan of Distribution, page  140

6. Please clarify whether  investors are not entitled to withdraw their funds from escrow.  Please
consider including an appropriate risk factor t o the extent investors are not able withdraw
their funds from escrow .

Financial Statements

7. Please update your financial statements in accordance with Rule 8 -08 of Regulation S -X.

Exhibits , page 151

General

8. Please file your loan agreements with Xiamen Jingsu Trading Limited Company  or tell us
why you are not required to do so.

Exhibit Index

9. We note that you are no longer planning to issue American Depositary Shares .  Please revise
your index accordingly.

Jianxin Lin
China Internet Nationwide Financial Services, Inc.
January 23, 2017
Page 3

 You may contact Tracie Mariner, at (202) 551 -3744 or Terence O’Brien, Accounting
Branch Chief, at (202) 551 -3355 if you have questions regarding the f inancial statements and
related matters.  Please contact Asia Timmons -Pierce, Staff Attorney, at  (202) 551 -3754  or Jay
Ingram, Leg al Branch Chie f, (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce , for

Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E -mail
Benjamin Tan, Esq.
 William Rao, Esq.

Mail Stop 4631

December 1 , 2016

Via E-mail
Lu Sun
Chief Financial Officer
China Internet Nationwide Financial Services, Inc.
Dongsanhuan Middle Road
#1 Building Unit 1 Room 1501 Unit  13-14
Chaoyang District, Beijing
People’s Republic of China 100020

Re: China Internet Nationwide Financial Services , Inc.
Draft Registration Statement on Form F -1
Submitted  November 04 , 2016
  CIK No. 0001687542

Dear Ms. Sun:

We have reviewed your draft 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 providing the requested information and eit her submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 y our response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note that you intend to provide signif icant additional information in amendments to
your draft registration statement .  To the extent practicable, please include this
information in the next amendment to the draft registration statement on Form F -1.  We
will need adequate time to review the in formation and may have additional comments.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your

Lu Sun
China Internet Nationwide Financial Services , Inc.
December  1, 2016
Page 2

 behalf, present to potential investor s in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

3. Please identify your lead underwriter(s) and your depositary in your next amendment  to
your registration statement on Form F -1.  We will defer further review of your filing until
this information is provided.  See Item 501(b)(8) of Regulation S -K.

4. We note that you have an ongoing private placement of ordinary shares.  Please explain
how you solicited and negotiated the private offering existing concurrent with this
registered offering and provide a factual and legal analysis for whether such private
offering should be integrated with this proposed registered offering.  For guidance, refer
to Question 139.25 of Securities Act Sec tions Compliance and Disclosure Interpretations
and S.E.C. Release No. 33 -8828.

5. We note references throughout your prospectus to third -party sources, including
iResearch for statistical, qualitative and comparative statements contained in your
prospectus.   Please provide us with copies of any materials that support third -party
statements, appropriately marked to highlight the sections relied upon.  Please also tell us
if any reports were commissioned by you for use in connection with this registration
statement and, if so, please file the consent as an exhibit.   We note that you
commissioned the report of Beijing Han D ing Century Consulting Company Limited .
Please file a written consent of Beijing Han D ing Century Consulting Company Limited .
See Rule 436 of Regulation C of the Securities Act of 1933.

6. Please revise your Risk Factors section, and other sections as appropriate, to disclose
whether your share pledge agreement is properly registered with the appropriate
government authorities.  If your share  pledge agreement is not registered or registration is
pending please describe the circumstances and describe the risk this may pose to your
business.

Prospectus Summary, page 5

Intermediary Bank Loan Advisory Services Industry , page 6

7. Please identify  here and in corresponding disclosure on page 78 the source of the survey
of SMEs in 2008.

Corporate History and Structure, page 10

8. We note that Sheng Ying Xin is owned by Mr. Lin your Chief Executive Officer.  We
also note that Mr. Lin and Ms. Sun, you r Chief Financial Officer serves as management
of Sheng Ying Xin.  Please revise your organization chart to disclose the extent of
common controlling ownership and common management.

Lu Sun
China Internet Nationwide Financial Services , Inc.
December  1, 2016
Page 3

 9. Please include a brief summary of your VIE agreements.

The Offering, pa ge 13

10. Please provide separate rows stating the amount of ordinary shares outstanding
immediately prior to this offering and the amount of ADSs outstanding immediately prior
to this offering.

11. In Listing on page 14, please reconcile your disclosure here t hat you intend to apply to
have your ADSs listed on the NASDAQ Capital Market under the symbol “CIFS” with
your disclosure on page 147 that you have applied to have your ordinary shares listed on
the NASDAQ Capital Market under the symbol “CIFS”.

Risk Factors, page 16

12. Please consolidate duplicative risk factors throughout, such as “A severe or prolonged
downturn….” on pages 23 and 25 and risk factors “Successful strategic relationships…”
on page 18 and “Successful strategic relationships…” on page 19.  Additionally, please
eliminate the use of redundant information throughout the prospectus, such as risk factor
“PRC regulations relating to investments….” on page 35 and disclosure of Safe Circular
37 on page 104.

We had previously made three direct loans to selected clients in contravention of the PRC
Lending General Provisions and may be subject to fines by the People’s Bank of China
(“PBOC”), page 20

13. Please quantify the potential fines you could be subjected to so that investors may have
better ap preciation of the risk.

If the PRC government deems that the contractual…operations ., page 29

14. Please disclose whether you believe you will be able to demonstrate a positive track
record and experience in providing value -added telecommunications services in the event
you must acquire a 50% or greater beneficial ownership in Sheng Ying Xin Management
Consulting Co., Ltd.  Please also disclose the governmental authorities that you will need
to seek approval from and the relevant approval process time frame.  Please update your
disclosures on page 99 as appropriate.

Substantial future sales or perceived potential sales of our ADSs,…., page 41

15. Please clarify whether you have outstanding shares underlying the outstanding
20,000,000 ADSs in addition to the ref erenced 20,000,000 ordinary shares outstanding.

Lu Sun
China Internet Nationwide Financial Services , Inc.
December  1, 2016
Page 4

 Operating Metrics, page 48

16. Please expand your disclosure to discuss how the amounts of financing advised are
calculated and how they reconcile to your financial statements.  As appropriate, please
provid e the disclosures required by Rule 10(e) of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and  Results of Operations, page
62

Revenue Recognition, page 64

17. Please expand your discussion of your revenue recognition policies to  discuss the timing
of revenue recognition for each of your income streams, addressing when delivery of the
services is considered to be provided and other revenue recognition criteria are met based
on the typical contract terms.  For example, for revenue relating to International
Corporate Financing Advisory Services, describe the typical sequence of events as
contracts are fulfilled and clarify when you recognize revenue and the method used to
calculate the amount.  Address material terms and conditions i n your contracts, including
clawback provisions or other guarantees, unusual payment terms, etc.

Results of Operations, page 65

18. Please expand your disclosure to discuss the impact of currency translations on revenue
and expenses, if material.

Cost of Revenue, page 67

19. Please explain how you are able to achieve your revenue reported to date with minimal
associated cost of revenue or selling and administrative expenses.  We note gross profit
margin has been 97%.  Reported income from operations was 90% a nd 75% of revenue
for the periods ending June 30, 2016, and December 31, 2015, respectively.  Provide
information about the quality of, and potential variability of, your earnings and cash flow,
so that investors can ascertain the likelihood that past perf ormance is indicative of future
performance.  Discuss and analyze any known trends and uncertainties to provide
investors with an understanding of the expectations of future performance, as seen by
management.  Please refer to Item 303 of Regulation S -K an d SEC Release 33 -8350.

Liquidity and Capital Resources, page 71

20. Please expand your disclosure to include the amount of cash you hold in U.S. Dollars for
the periods presented.

21. Disclosure in your footnotes indicates that as a result of PRC laws and regu lations, your
PRC subsidiary and VIE are restricted in their abilities to transfer net assets to you in the

Lu Sun
China Internet Nationwide Financial Services , Inc.
December  1, 2016
Page 5

 form of dividends, loans or advances.  In the event that you would require cash from your
subsidiary or VIE to fund operations, please expand your d isclosure under this heading to
describe the nature of these restrictions and how cash would be transferred to and from
the subsidiary and VIE.

22. Please explain whether the PRC regulations allowing the payment of dividends only out
of accumulated profits d etermined in accordance with Chinese accounting standards have
limited the amount of dividends that  can be paid by your subsidiary  in the past and
whether you expect limitations in the future.  Please include quantitative disclosure to the
extent practicab le.

Industry, page 74

Outstanding Loans of All Chinese Financial Institutions…, page 74

23. Here and in “The Proportion of Small and Medium Financial Institutions…” on page 75,
please identify the specific source material of the charts from the Almanac of China’s
Finance and Banking.

China’s Consumer Finance Market, page 75

24. Please identify the source material attributed to iResearch.

Our Market Opportunity, page 78

25. Please identify the specific source material of data from the China Association for
Scientific and Technological Advice and the National Bureau of Statistics.

Business, page 80

26. We note your disclosure that you intend to transition your financial advisory services to
Beijing Yingxin.  Please disclose any regulatory implications associate d with this
transition.

PRC Enterprise Income Tax, page 101

27. Please remove reference in the last sentence of the second paragraph in this section to
Alibaba Group and its subsidiaries.

Lu Sun
China Internet Nationwide Financial Services , Inc.
December  1, 2016
Page 6

 Management, page 106

Directors and Executive Officers, page 10 6

28. We note your disclos ure that Mr. Jianxin Lin serves as a director and officer in Shishi
City Sheng Qi Textile Trading Co., Ltd and Sheng Qi Investment Co. Ltd.  We also note
your disclosure that Ms. Lu Sun serves as Secretary of the board of directors o f Shineco,
Inc.  Please revise to disclose the number of hours per week that that each  of your
executive  officer and  director s will devote to your business.   Please consider any
appropriate risk factor disclosures.

Employment Agreements and Indemnification Agreements, page 109

29. Please revise the third sentence of the first paragraph to state that you may terminate an
executive officer’s employment without cause upon one -month advance written notice
and revise to disclose the severance payment s required by Section 7(a)(iii) of the form of
Employment Agreement filed as exhibit 10.1.

Description of Shares Capital, page 115

30. You disclose on page 148 that you will be issuing Underwriters Warrants as additional
compensation to your underwriters.  Please provide here the information required by Item
10.A.4 of Form 20 -F.

Description of American Depositary Shares, page 129

Disclosure of Interests, page 133

31. Please reconcile your disclosure here, in “Shares Eligible for Future Sales” on page 138
and in “Certain Other Conditions” on page 147 that you may list ordinary shares on the
New York Stock Exchange with disclosure elsewhere that you intend to apply to list your
ordinary shares on the NASDAQ.

Financial Statements

Note 2  - Summary of Signific ant Accounting Policies, page F -7

(f) Accounts r eceivable, page F -9

32. Please expand your disclosure to discuss how value -added tax (“VAT”) receivable from
customers is presented on your balance sheet, and quantify the amounts recorded.  This
also applies t o your interim financial statements.

Lu Sun
China Internet Nationwide Financial Services , Inc.
December  1, 2016
Page 7

 Exhibit Index, page 158

33. We note your disclosure on page 41 that c ertain major holders of your ordinary shares
will have the right to cause you to register under the Securities Act the sale of their
shares .  Please file as exhibits the registration rights agreement(s) referenced.

34. Please file as exhibits the lock -up agreements referenced on page 139.

35. Please file the following as exhibits or tell us why you are not required to do so.
 Your employee equity incentive plans as disclosed in “Any failure to comply with
PRC regulations regarding our employee equity incentive plans….” on page 36;
 Your agreement with Signature Bank;
 Director agreements and indemnification between your company and your executive
officers and directors as disclosed in “Employment Agreements and Indemnificati on
Agreements” on page 109; and
 Loan agreements by and between your company and Mr. Jianxin Lin.

You may contact Tracie Mariner , at (202) 551 -3744 or Terence O’Brien , Accounting
Branch Chief , at (202) 551 -3355  if you have questions regarding the financial statements and
related matters.  Please contact  Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at  (202)
551-3754 with any other questions.

Sincerely,

 Asia Timmons -Pierce, for

 Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E -mail
Benjamin Tan , Esq.
 William Rao, Esq.