SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663

 Re: Givbux, Inc.
 Registration Statement on Form 10-12G
 Filed August 28, 2024
 File No. 000-52142
Dear Umesh Singh:

 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 Trade &
Services
cc: John E. Dolkart, Jr.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Via
Edgar

 March
20, 2025

 Division
of Corporate Finance

 Securities
and Exchange Commission

 450
Fifth Street, NW

 Washington,
DC 20549

 Re:
 GIVBUX, INC.

 Amendment 4 to Form 10-12G

 Filed February 6, 2025

 File No. 000-52142

 Amendment No.1 to form 10-Q for Fiscal Quarter Ended September 30,
 2024

 File No. 000-52142

 To
Whom it May Concern:

 We
note the receipt by GivBux, Inc. (the "Company"), a Nevada corporation, of the comment letter (the "Comment Letter")
dated February 27, 2025 from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission")
regarding the above-referenced Form 10-12G (the "Form 10/A-1") filed on or about February 6, 2025. On behalf of the Company,
we hereby provide the responses set forth below to the comments in the Comment Letter. .

 Amendment
No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024

 Item
4. Controls and Procedures, page 22

 1.
We reviewed your response to prior comment 16 and reissue our previous comment.
Please revise to provide the disclosures required in Items 307 and 308 of Regulation S-K. In addition, please revise to include the certifications
required by

 Items
601(b)(31) and (32) of Regulation S-K.

 Response:
 We have included the required disclosure in the document as well as the required certifications

 Please
note that we have modified the note regarding our CEO since he is present and this amendment will be signed today.

 Amendment
No. 4 to Registration Statement on Form 10-12G Filed February 6, 2025

 Business,
page 1

 We
note your amended disclosure in response to prior comment 1 and we reissue in part.
Please address the following:

 ●
 Please revise throughout the registration statement to disclose the types of rewards that Users may allocate
to charities, and the amount of rewards that Users must allocate to charities. Also clarify that Users must choose among the charities
with which you have partnered, as opposed to "a[ny] charity of their choice." Please also revise to define "GivBux
Rewards" and include how such rewards are calculated and how you calculate the cash value.

 Response:
 This has been completed

 ●
 With respect to your "7 levels" of commissions, please explain why the D3 level receives more
compensation than the D1 and D2 levels.

 Response: This
is how we have programmed our logarithm in our compensation plan to maximize revenues for users/associates. We do not feel that we need
to explain this in this document

 3.
We note your response to prior comment 4 and we reissue in part. Please revise to include
Exhibit 4.28.

 Response:
 We have included the Exhibit

 4.
We note your amended disclosure in response to prior comment 2 and we reissue in part.
Please elaborate on the processes that you have put in place in lieu of written agreements with Users, Retailers, and Charities. Additionally,
please revise your risk factors to detail the risks associated with operating without written agreements from each of these parties.

 Response:
 We have further described the processes and
included a new risk section which addresses the risks associated with operating without written agreement

 5.
Please clarify on page 6 whether Red Robin is one of your authorized retail

 merchants.

 Response:
 Yes they are one of our retailers Red Robin®
GOURMET BURGERS AND BREWS They are included in exhibit 4.28

 Risk
Factors, page 11

 6.
We note your amended disclosure in response to prior comment 6 and we reissue it in part.
Please revise to address the following:

 ●
 How you received increased subscription revenues without an increase in your number of associates from
June 30, 2024 to September 30, 2024, as well as your statements for growth and expectations for "significant growth in the
near future";

 Response:
 Not sure we agree with this statement. We recruited most of our
associates during the period June 2024-Sept 2024 and their activity accounted for the increase in revenue

 ●
 The amount of revenue and cash inflows derived from your platform;

 Response:
 This is stated all through the document, especially
in the financial statements. All of the company's revenue other than facility rental is derived and processed on GivBux's
platform. It is clearly stated in financial notes.

 ●
 Statements regarding the level of success in prior periods, including that you have "grown
significantly in recent periods";

 Response:
 We have modified the statement to eliminate the term significant
from our growth since this is an arbitrary term

 ●
 The size and demographic of your current customer base;

 Response:
 The number of users and associates are indicated
and since we only have retailers in the US, our audience demographic are US residents

 ●
 The current status of your product offering(s);

 Response:
 Nothing has changed so I am not sure what is expected here

 ●
 The status and terms of any current or prior subscription contracts sold given your assertion that
you generate revenue from such contracts;

 Response:
 Please Refer to this statement "The GivBux
associates are currently receiving their commissions on the subscription revenue as well as their GivBux rewards as a regular user As
of 9/30/24, GivBux Associates were paid $ 14,328 in commissions. This was the first time that the company had associates earning commissions."

 ●
 References to business combinations, asset acquisitions, and a revolving credit facility; and

 Response:
 As of 9/30/2024 there were none and this is stated in the document.
We are currently working on some currently but they are not yet closed as of today 03/20/2025

 ●
 We note that you deleted all references to "restaurants," including on page 5 where
you discuss where rewards can be redeemed. Please clarify whether users can redeem their GivBux rewards
at restaurants.

 Response:
 There were specific references to restaurants
which we feel didn't represent our complete offering. Please refer to the exhibit 4.28 which clearly identifies the restaurants
that accept GivBux

 7.
Risks regarding Notes Payable and Convertible Notes Payable, page 15 We
note your response and amended disclosure in response to prior comment 7 and we reissue it in part. Please revise to provide general
summaries of the terms of your outstanding loans and convertible debt. Please clarify whether the debt "due in theory" means
that such amounts are past due and/or due on demand. Also, to the extent that you have written agreements underlying the various loans
detailed in Exhibit 10.2, please include them as exhibits. To the extent that you do not have written agreements, please revise to state
as much and detail the associated risks.

 Response:
 We have expanded our statements surrounding
the risks associated with the loans and convertible notes Management's Discussion and Analysis of Financial Condition and Results
of Operations

 Overview,
page 46

 8.
We note your response to prior comment 11. Please revise your disclosure to include your
response and the value of the marketing services that you received.

 Response:
We have included a brief description of the marketing services being offered. The services are not only for past services but ongoing
ones as well.

 Results
of Operations, page 48

 9.
We note your response to prior comment 12 and we reissue it in part. Please revise to disclose
the source of revenues for each of the periods presented, including September 30, 2023 and December 31, 2023 and 2022.

 Response: We have made the changes
to indicate the sources of revenue for the requested periods. Item 4. Security
Ownership of Certain Beneficial Owners and Management, page 56 10. We note your response to prior comment 13, that the Beneficial Ownership
table is up to date; however we note your disclosure in the first sentence of this section on page 56 and the disclosure in footnote
4 on page 57 that the table is as of June 30, 2024.

 Please
revise to reflect a recent practicable date.

 Response:
 We modified the date to Dec 31, 2024

 Item
7. Certain Relationships and Related Transactions, page 60

 11.
We note your amended disclosure in response to prior comment 7 and we reissue in part. Specifically, we note your statement that "[d]uring
the year ended December 31, 2023, the Company borrowed $157,828 from our related parties and repaid $148,552 to
our related parties." Please identify such related parties.

 Response:
 The related parties are Bear Bull Dividends
controlled by Kenyatto Jones. The changes have been made to the section

 General

 12.
Your interim financial statements starting on page F-18 are now for the period ended June 30, 2024, but your interim period disclosures
in other parts of the filing are for the period ended September 30, 2024.
Please revise your interim financial statements and interim period disclosures, as appropriate, for consistency.

 Response:
 Please note that this is done.

 Sincerely,

 /s/ Umesh Singh

 Umesh Singh,

 President.

February 27, 2025
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Amendment No. 4 to Registration Statement on Form 10-12G
Filed February 6, 2025
File No. 000-52142
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
File No. 000-52142
Dear Umesh Singh:
            We have reviewed your filings and have the following comment(s).
            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 and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
Item 4. Controls and Procedures, page 22
1.We reviewed your response to prior comment 16 and reissue our previous
comment. Please revise to provide the disclosures required in Items 307 and 308 of
Regulation S-K. In addition, please revise to include the certifications required by
Items 601(b)(31) and (32) of Regulation S-K.
Amendment No. 4 to Registration Statement on Form 10-12G Filed February 6, 2025
Business, page 1
We note your amended disclosure in response to prior comment 1 and we reissue in
part. Please address the following:
Please revise throughout the registration statement to disclose the types of rewards •2.

February 27, 2025
Page 2
that Users may allocate to charities, and the amount of rewards that Users must
allocate to charities. Also clarify that Users must choose among the charities with
which you have partnered, as opposed to "a[ny] charity of their choice." Please
also revise to define "GivBux Rewards" and include how such rewards are
calculated and how you calculate the cash value.
•With respect to your "7 levels" of commissions, please explain why the D3 level
receives more compensation than the D1 and D2 levels.
3.We note your response to prior comment 4 and we reissue in part. Please revise to
include Exhibit 4.28.
4.We note your amended disclosure in response to prior comment 2 and we reissue in
part. Please elaborate on the processes that you have put in place in lieu of written
agreements with Users, Retailers, and Charities. Additionally, please revise your risk
factors to detail the risks associated with operating without written agreements from
each of these parties.
5.Please clarify on page 6 whether Red Robin is one of your authorized retail
merchants.
Risk Factors, page 11
6.We note your amended disclosure in response to prior comment 6 and we reissue it in
part. Please revise to address the following:
•How you received increased subscription revenues without an increase in your
number of associates from June 30, 2024 to September 30, 2024, as well as your
statements for growth and expectations for "significant growth in the near future";
•The amount of revenue and cash inflows derived from your platform;
•Statements regarding the level of success in prior periods, including that you have
"grown significantly in recent periods";
•The size and demographic of your current customer base;
•The current status of your product offering(s);
•The status and terms of any current or prior subscription contracts sold given your
assertion that you generate revenue from such contracts;
•References to business combinations, asset acquisitions, and a revolving credit
facility; and
•We note that you deleted all references to "restaurants," including on page 5
where you discuss where rewards can be redeemed. Please clarify whether users
can redeem their GivBux rewards at restaurants.
Risks regarding Notes Payable and Convertible Notes Payable, page 15
We note your response and amended disclosure in response to prior comment 7 and
we reissue it in part. Please revise to provide general summaries of the terms of your
outstanding loans and convertible debt. Please clarify whether the debt "due in theory"
means that such amounts are past due and/or due on demand. Also, to the extent that
you have written agreements underlying the various loans detailed in Exhibit 10.2,
 7.

February 27, 2025
Page 3
please include them as exhibits. To the extent that you do not have written
agreements, please revise to state as much and detail the associated risks.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 46
8.We note your response to prior comment 11. Please revise your disclosure to include
your response and the value of the marketing services that you received.
Results of Operations, page 48
9.We note your response to prior comment 12 and we reissue it in part. Please revise to
disclose the source of revenues for each of the periods presented, including September
30, 2023 and December 31, 2023 and 2022.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 56
10.We note your response to prior comment 13, that the Beneficial Ownership table is up
to date; however we note your disclosure in the first sentence of this section on page
56 and the disclosure in footnote 4 on page 57 that the table is as of June 30, 2024.
Please revise to reflect a recent practicable date.
Item 7. Certain Relationships and Related Transactions, page 60
11.We note your amended disclosure in response to prior comment 7 and we reissue in
part. Specifically, we note your statement that "[d]uring the year ended December 31,
2023, the Company borrowed $157,828 from our related parties and repaid $148,552
to our related parties." Please identify such related parties.
General
12.Your interim financial statements starting on page F-18 are now for the period ended
June 30, 2024, but your interim period disclosures in other parts of the filing are for
the period ended September 30, 2024. Please revise your interim financial statements
and interim period disclosures, as appropriate, for consistency.
            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 Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Via
Edgar

February
3, 2025

Division
of Corporate Finance

Securities
and Exchange Commission

450
Fifth Street, NW

Washington,
DC 20549

Re:
Givbux, Inc.

Amendment
No. 3 to Registration Statement on Form 10-12G

Filed
December 16, 2024

File
No. 000-52142

Amendment
No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024

File
No. 000-52142

Dear
Sir/Madame:

Amendment
No. 3 to Registration Statement on Form 10-12G Filed December 16, 2024

Item
1. Business

General
Background of the Company, page 4

We
note your response and revised disclosure in response to prior comment 1 and wereissue it in part. Please revise to address the following:

●
Elaborate further on the effects that the regulations you have identified have had or will have on your business. In this light, we note
that your revised disclosure only indicates that you will be subject to such regulations.

Answer:
We have added additional comments

With
respect to your number of Users, Merchants, and Charities, and GivBux Associates in the chart on page 4, please provide the information
as of the most recently practicable date. If you cannot provide this information for any date more recent than September 30, 2024, please
revise to state as much and explain why. Additionally, we note that there have been no changes in your number of Users, Merchants, and
Charities between June 30, 2024 and September 30, 2024. Please revise to explain why there have been no changes and advise whether there
have been any changes in the number of GivBux Associates.

Answer:
We have made the changes We have not increased the number of retailers and the number of active retailers remains at 258

●
Please clarify whether Users or Network Marketers (or both) receive cash from the marketing fees. Also, please clarify whether the marketing
fee program is currently implemented. In this light, we note your response to another portion of this comment that states “[t]hey
will also receive commissions from advertising revenue which they will generate as soon as this program is put in place.” Please
advise.

Answer:
The term Network Marketers and GivBux Associates are the same people, therefore we have eliminated the term Network Marketer. All of
the users receive GivBux from the marketing fees and they are credited to their accounts. As well, the GivBux Associates receive commissions
on the subscription revenue they generate

●
Please revise throughout the registration statement to disclose the types of rewards that Users may allocate to charities, and the amount
of rewards that Users must allocate to charities. Also clarify that Users must choose among the charities with which you have partnered,
as opposed to “a[ny] charity of their choice.” Please also revise to define “GivBux Rewards” and include how
such rewards are calculated and how you calculate the cash value.

●
Revise to disclose the total amount of commissions earned by GivBux Associates to date and for each period presented. Discuss the initial
and monthly fees paid by GivBux Associates to you, and the commissions earned by GivBux Associates. Please revise your disclosure to
clarify whether the advertising revenue is currently being generated. Finally, we note you statement that “approximately 70% of
the fees paid are paid back to the Associates and distributed up to a maximum of 7 levels.” Please explain what “7 levels”
means and describe in further detail how the fees are distributed up to 7 levels, including an illustrative example.

Answer:
Illustrative charts have been provided. Advertising revenue has not yet started

●
Please revise to include the definition of Network Marketers.

Answer:
The term Network Marketers have been replaced by GivBux Associates

●
Please revise to include your response that Users will generate passive income when others use the app to purchase everyday products.
Additionally, revise to clarify how Users will generate such income and how such income will be calculated.

Answer:
We have modified the section

●
We note that you have not revised the discrepancy between 273 retailers and 258 merchants and we also note your response to prior comment
4 that indicates that the number of vendors should be 268. Please reconcile.

Answer:
The correct number is 258 retailers.

2.
We note your amended disclosure in response to prior comment 2. Please revised toprovide a complete definition of “Users.”
We also note that you define Users as “all users who download the GivBux App.” Please revise to clarify whether you count
individuals who download your app, but never use it as a “User,” and if so, please explain why. Additionally, we note your
statement that there are no written agreements with Users, GivBux Associates, Charities, and Retailers. In light of that,please explain
how you enforce any obligations you have with such parties and their obligations to you. Revise your risk factors as appropriate.

Answer:
The changes have been made

3.
We note your response to prior comment 3. Please revise to include your response in the registration statement and file the agreement
as an exhibit. To the extent appropriate, consider redacting information from the agreement per Item 601(b)(10)(iv) of Regulation S-K
or Rule 83.

Answer:
We need some additional clarification on what you are requiring

4.
We note your response to prior comment 4, but note that you have not revised the number of retailers on page 5 and you have not included
a revised Exhibit 4.28 as an Exhibit showing the updated list of vendors/retailers. Please revise.

Answer:
The total number of retailers is 258 and the exhibit 4.28is current

5.
Please revise to provide a chart that describes how fees, commissions, and rewards are transferred between you, Users, Merchants, Charities,
and GivBux Associates. Please ensure that the chart shows up to the “7 levels” to which marketing fees are distributed.

Answer:
The chart has been provided

Risk
Factors, page 9

6.
We note your amended disclosure in response to prior comment 5 and we reissue it in part. Please revise to address the following:

●
How you received increased subscription revenues without an increase in your number of associates from June 30, 2024 to September 30,
2024, as well as your statements for growth and expectations for “significant growth in the near future”;● The amount
of revenue and cash inflows derived from your platform;

●
Statements regarding the level of success in prior periods, including that you have “grown significantly in recent periods”;

●
The size and demographic of your current customer base;

●
The current status of your product offering(s);

●
The status and terms of any current or prior subscription contracts sold given your assertion that you generate revenue from such contracts;

●
References to business combinations, asset acquisitions, and a revolving credit facility; and

●
We note that you deleted all references to “restaurants,” including on page 5 where you discuss where rewards can be redeemed.
Please clarify whether users can redeem their GivBux rewards at restaurants.

Answer:
We have replied to these comments in our document

●
We also note your amended disclosure in the middle of page 9. Please revise to clarify, if true, that an increase in the number of Users,
GivBux Associates, and Retailers does not necessarily mean that there will be an increase in revenue generated. Please remove the disclosure
regarding management’s belief, as this mitigates the risk discussed here.

Answer:
This section has been completed

Risks
regarding Notes Payable and Convertible Notes Payable, page 13

7.
We note your amended disclosure in response to prior comment 6. Please revise to name the Ken Jones related companies to which you owe
debts. Additionally, please revise to clarify whether the $535,150 of debts payable includes the $323,473 in convertible notes, whether
all convertible notes are currently due and due on demand,and elaborate on what you mean by $525,150 of debts payable which are all due
“in theory.” To the extent that there are agreements regarding the collection of debts, please revise to state as much, summarize
such agreements, and file such agreements as exhibits. Refer to Item 601(b)(10) of Regulation S-K.

Answer:
We have modified the section to name the Ken Jones related company. The debts of $ 535,150 do not include the 323,473$ All of this information
is included in the financial statements. We have included an exhibit of the debts and convertible notes.

Financing
requirements to fund operations, page 15

8.
We note your amended disclosure in response to prior comment 7 and we reissue it inpart. Please revise to disclose:

●
the risks to the company and investors if adequate financing is not secured; and

●
summarize the material details of the $400,000 worth of convertible notes, including who holds such notes, the date they were issued,
the specific terms of the notes, redemption rights, etc.

Answer:
These have been included as Exhibits

Description
of GivBux Super App Payment Process, page 44

9.
We note your amended disclosure in response to prior comment 8 and we reissue it inpart. Revise to name the third party aggregator, summarize
the material terms of the agreement and file the agreement as an exhibit. To the extent appropriate, consider redacting information from
the agreement per Item 601(b)(10)(iv) of Regulation S-K or Rule 83.

Answer:
Our position remains the same, we do not want to disclose the name publicly. We are willing to supply the information to the SEC but
we do not wish to publish this information. Please advise

GivBux
Business Description, page 44

10.
We note your response to prior comment 9; however there does not appear to be any revised disclosure in your registration statement.
Please revise the Management’s Discussion and Analysis of Financial Condition and Results of Operations to discuss your current
revenue streams in the context of your results.

Answer:
This has been completed

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Overview,
page 45

11.
We note your amended disclosure in response to prior comment 10 and we reissue it in part. Please revise to disclose the consideration
received for the issued shares.

Answer:
The shares were issued as payment for marketing services which include stock promotion and corporate awareness.

Results
of Operations, page 46

12.
We note your response to prior comment 11 and we reissue it. Please revise to disclose how you generated revenues for each of the periods
discussed. For example, we note your disclosure on page 46 that during the nine months ended September 30, 2024 you generated revenues
of $330,319. Please disclose the source(s) of such revenues. Please do the same for each of the periods presented.

Answer:
Revenue sources have been disclosed

Item
4. Security Ownership of Certain Beneficial Owners and Management, page 54

13.
We note that you have not provided a response or revised your disclosure in response to prior comment 12. Please revise to update this
table as of the most recent practicable date.

Answer:
This table is up to date

Item
7. Certain Relationships and Related Transactions, page 58

We
note your response and amended disclosure to add the name of one related party in response to prior comment 13. We reissue our comment.
Please revise to include the information required by Item 404 of Regulation S-K. For example, name each of the related parties involved
in the transactions, including the names of the entities from which the company borrowed money in 2023, and the related party to which
$3,275 was due to as of December 31, 2023. Update this section so that it provides the required disclosure as of the date of the filing.

Answer:
This has been disclosed

Signatures,
page 76

15.
We note your response to prior comment 14 and we reissue it. We note that the Signatures section in amendment no. 2 to your registration
statement, filed on October 29, 2024, was signed by your CEO, Umesh Singh, dated September 12, 2024. We also note your correspondence
filed in advance of that amendment on October 25, 2024, which stated that Umesh Singh would be unavailable to sign any documents. Please
advise whether any company representative was authorized to file amendment no. 2 at the time it was filed in accordance with the requirements
of Form 10. Additionally, please revise to describe the actions taken in accordance with your organizational documents, if any, to appoint
another person to serve as interim CEO or otherwise. Finally, we note that you did not file a Form 8-K under Items 5.01 or 5.02 because
you “knew this was a temporary situation”; please provide your legal analysis of why such filing was not required, and include
in such analysis the dates of Mr. Singh’s incapacity and the dates during which any other person acted on his behalf.

Answer:
The chain of command for signing on behalf of GivBux is

1-
Umesh Singh CEO Director

2-
Robert Thompson, Secretary, Director

3-
Michael Arnkvarn, Director

Mr
Singh was not available from Oct 19-27 due to a brief leave of absence for medical reasons. The time he was unavailable was in our opinion
not significant, therefore we did not file a 8-K. At no time was the company without leadership. We required Umesh’s signature
on October 25, 2024 so we advised the SEC why Mr Thompson was signing. Immediately after the notification of October 25, 2024 Mr Singh
was available so no further action was taken on our part

Amendment
No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024

Item
4. Controls and Procedures, page 22

16.
Please revise to provide the disclosures required in Items 307 and 308 of Regulation S-K. In addition, please revise to include the certifications
required by Items 601(b)(31) and (32) of Regulation S-K.

Answer:
Controls and Procedures are included in the section Risks Related to Operating as a Public Company. Please advise if these are adequate

    Sincerely,

    /s/
    Umesh Singh

    Umesh
    Singh,

    President.

January 7, 2025
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed December 16, 2024
File No. 000-52142
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
File No. 000-52142
Dear Umesh Singh:
            We have reviewed your filing and have the following comment(s).
            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 and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10-12G Filed December 16, 2024
Item 1. Business
General Background of the Company, page 4
We note your response and revised disclosure in response to prior comment 1 and we
reissue it in part. Please revise to address the following:
•Elaborate further on the effects that the regulations you have identified have had
or will have on your business. In this light, we note that your revised disclosure
only indicates that you will be subject to such regulations.
With respect to your number of Users, Merchants, and Charities, and GivBux
Associates in the chart on page 4, please provide the information as of the most
recently practicable date. If you cannot provide this information for any date more
recent than September 30, 2024, please revise to state as much and explain why.
Additionally, we note that there have been no changes in your number of Users, •1.

January 7, 2025
Page 2
Merchants, and Charities between June 30, 2024 and September 30, 2024. Please
revise to explain why there have been no changes and advise whether there have
been any changes in the number of GivBux Associates.
•Please clarify whether Users or Network Marketers (or both) receive cash from
the marketing fees. Also, please clarify whether the marketing fee program is
currently implemented. In this light, we note your response to another portion of
this comment that states "[t]hey will also receive commissions from advertising
revenue which they will generate as soon as this program is put in place." Please
advise.
•Please revise throughout the registration statement to disclose the types of rewards
that Users may allocate to charities, and the amount of rewards that Users must
allocate to charities. Also clarify that Users must choose among the charities with
which you have partnered, as opposed to "a[ny] charity of their choice." Please
also revise to define "GivBux Rewards" and include how such rewards are
calculated and how you calculate the cash value.
•Revise to disclose the total amount of commissions earned by GivBux Associates
to date and for each period presented. Discuss the initial and monthly fees paid by
GivBux Associates to you, and the commissions earned by GivBux Associates.
Please revise your disclosure to clarify whether the advertising revenue is
currently being generated. Finally, we note you statement that "approximately
70% of the fees paid are paid back to the Associates and distributed up to a
maximum of 7 levels." Please explain what "7 levels" means and describe in
further detail how the fees are distributed up to 7 levels, including an illustrative
example.
•Please revise to include the definition of Network Marketers.
•Please revise to include your response that Users will generate passive income
when others use the app to purchase everyday products. Additionally, revise
to clarify how Users will generate such income and how such income will be
calculated.
•We note that you have not revised the discrepancy between 273 retailers and 258
merchants and we also note your response to prior comment 4 that indicates that
the number of vendors should be 268. Please reconcile.
2.We note your amended disclosure in response to prior comment 2. Please revised to
provide a complete definition of "Users." We also note that you define Users as "all
users who download the GivBux App." Please revise to clarify whether you count
individuals who download your app, but never use it as a "User," and if so, please
explain why. Additionally, we note your statement that there are no written
agreements with Users, GivBux Associates, Charities, and Retailers. In light of that,
please explain how you enforce any obligations you have with such parties and their
obligations to you. Revise your risk factors as appropriate.
3.We note your response to prior comment 3. Please revise to include your response in
the registration statement and file the agreement as an exhibit. To the extent
appropriate, consider redacting information from the agreement per Item
601(b)(10)(iv) of Regulation S-K or Rule 83.

January 7, 2025
Page 3
4.We note your response to prior comment 4, but note that you have not revised the
number of retailers on page 5 and you have not included a revised Exhibit 4.28 as an
Exhibit showing the updated list of vendors/retailers. Please revise.
5.Please revise to provide a chart that describes how fees, commissions, and rewards are
transferred between you, Users, Merchants, Charities, and GivBux Associates. Please
ensure that the chart shows up to the "7 levels" to which marketing fees are
distributed.
Risk Factors, page 9
6.We note your amended disclosure in response to prior comment 5 and we reissue it in
part. Please revise to address the following:
•How you received increased subscription revenues without an increase in your
number of associates from June 30, 2024 to September 30, 2024, as well as your
statements for growth and expectations for "significant growth in the near future";
•The amount of revenue and cash inflows derived from your platform;
•Statements regarding the level of success in prior periods, including that you have
"grown significantly in recent periods";
•The size and demographic of your current customer base;
•The current status of your product offering(s);
•The status and terms of any current or prior subscription contracts sold given your
assertion that you generate revenue from such contracts;
•References to business combinations, asset acquisitions, and a revolving credit
facility; and
•We note that you deleted all references to "restaurants," including on page 5
where you discuss where rewards can be redeemed. Please clarify whether users
can redeem their GivBux rewards at restaurants.
•We also note your amended disclosure in the middle of page 9. Please revise
to clarify, if true, that an increase in the number of Users, GivBux Associates, and
Retailers does not necessarily mean that there will be an increase in revenue
generated. Please remove the disclosure regarding management's belief, as this
mitigates the risk discussed here.
Risks regarding Notes Payable and Convertible Notes Payable, page 13
7.We note your amended disclosure in response to prior comment 6. Please revise to
name the Ken Jones related companies to which you owe debts. Additionally, please
revise to clarify whether the $535,150 of debts payable includes the $323,473 in
convertible notes, whether all convertible notes are currently due and due on demand,
and elaborate on what you mean by $525,150 of debts payable which are all due "in
theory." To the extent that there are agreements regarding the collection of debts,
please revise to state as much, summarize such agreements, and file such agreements
as exhibits. Refer to Item 601(b)(10) of Regulation S-K.

January 7, 2025
Page 4
Financing requirements to fund operations, page 15
8.We note your amended disclosure in response to prior comment 7 and we reissue it in
part. Please revise to disclose:
•the risks to the company and investors if adequate financing is not secured; and
•summarize the material details of the $400,000 worth of convertible notes,
including who holds such notes, the date they were issued, the specific terms of
the notes, redemption rights, etc.
Description of GivBux Super App Payment Process, page 44
9.We note your amended disclosure in response to prior comment 8 and we reissue it in
part. Revise to name the third party aggregator, summarize the material terms of the
agreement and file the agreement as an exhibit. To the extent appropriate, consider
redacting information from the agreement per Item 601(b)(10)(iv) of Regulation S-K
or Rule 83.
GivBux Business Description, page 44
10.We note your response to prior comment 9; however there does not appear to be any
revised disclosure in your registration statement. Please revise the Management's
Discussion and Analysis of Financial Condition and Results of Operations to discuss
your current revenue streams in the context of your results.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 45
11.We note your amended disclosure in response to prior comment 10 and we reissue it
in part. Please revise to disclose the consideration received for the issued shares.
Results of Operations, page 46
12.We note your response to prior comment 11 and we reissue it. Please revise
to disclose how you generated revenues for each of the periods discussed. For
example, we note your disclosure on page 46 that during the nine months ended
September 30, 2024 you generated revenues of $330,319. Please disclose the
source(s) of such revenues. Please do the same for each of the periods presented.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 54
13.We note that you have not provided a response or revised your disclosure in response
to prior comment 12. Please revise to update this table as of the most recent
practicable date.
Item 7. Certain Relationships and Related Transactions, page 58
We note your response and amended disclosure to add the name of one related party
in response to prior comment 13. We reissue our comment. Please revise to include
the information required by Item 404 of Regulation S-K. For example, name each of
the related parties involved in the transactions, including the names of the entities
from which the company borrowed money in 2023, and the related party to which
 14.

January 7, 2025
Page 5
$3,275 was due to as of December 31, 2023. Update this section so that it provides the
required disclosure as of the date of the filing.
Signatures, page 76
15.We note your response to prior comment 14 and we reissue it. We note that the
Signatures section in amendment no. 2 to your registration statement, filed on October
29, 2024, was signed by your CEO, Umesh Singh, dated September 12, 2024. We also
note your correspondence filed in advance of that amendment on October 25, 2024,
which stated that Umesh Singh would be unavailable to sign any documents. Please
advise whether any company representative was authorized to file amendment no. 2 at
the time it was filed in accordance with the requirements of Form 10. Additionally,
please revise to describe the actions taken in accordance with your organizational
documents, if any, to appoint another person to serve as interim CEO or otherwise.
Finally, we note that you did not file a Form 8-K under Items 5.01 or 5.02 because
you "knew this was a temporary situation"; please provide your legal analysis of why
such filing was not required, and include in such analysis the dates of Mr. Singh's
incapacity and the dates during which any other person acted on his behalf.
Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024
Item 4. Controls and Procedures, page 22
16.Please revise to provide the disclosures required in Items 307 and 308 of Regulation
S-K. In addition, please revise to include the certifications required by Items
601(b)(31) and (32) of Regulation S-K.
            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 Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John E. Dolkart, Jr.

CORRESP
1
filename1.htm

Via
Edgar

December
13, 2024

Division
of Corporate Finance

Securities
and Exchange Commission

450
Fifth Street, NW

Washington,
DC 20549

Re:  GIVBUX,
                                            INC.

 Amendment 2 to Form 10-12G

 Filed
                                         October 29, 2024

 File No. 000-52142

To
Whom it May Concern:

We
note the receipt by GivBux, Inc. (the “Company”), a Nevada corporation, of the comment letter (the “Comment Letter”)
dated November 20, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the above-referenced Form 10-12G (the “Form 10/A-1”) filed on or about September 12, 2024. On behalf of the Company,
we hereby provide the responses set forth below to the comments in the Comment Letter. In addition we have prepared a second amendment
to the Form 10-12G (the “Form 10/A-2”) which is referenced through the responses hereunder.

Amendment
No. 2 to Registration Statement on Form 10-12G Filed October 29, 2024

Item
1. Business

General
Background of the Company, page 4

We
note your amended disclosure in response to prior comment 1. Please revise to address the following:

●
Revise to define the activities that your app tracks, including “Black Card activity, Gas Card activity, Rewards, Earned, GivBux
purchased/received, GivBux donation rewards as well as donations sent, GivBux history and transfer history.”

RESPONSE

The
GivBux App tracks all of the users activities of purchases, Black Card purchases, Gas Card Purchases, Rewards earned, Invitations sent,
Purchases of GivBux, Historical transfers to other users of GivBux, Historical transactions of GivBux received, donations sent on a user’s
behalf as well as account balances.

●
Please revise your statement that “[i]n the next quarter (4th qtr 2024) there will be a greater focus on recruiting more local
Merchants which will increase the buying selection of our users and decrease our dependence on National Brands,” to reflect current
information.

Revised

●
Elaborate further on the effects that the regulations you have identified have had or will have on your business.

Revised

●
With respect to your number of Users, Merchants, and Charities, please confirm that such numbers reflect current Users, Merchants and
Charities as of such date, and do not include any Users, Merchants and Charities that are no longer active.

The
number of users and merchants are current as per our records.

●
Elaborate on the status of your beta testing.

As
stated we are currently in a Beta Testing phase as we are preparing for a full rollout. The total system is being tested by the sales
associate team in order to work out any bugs. This includes the registration of new associates, transferring of funds from users bank
accounts to the GivBux app, payment and calculation of commissions along with improvements to the onboarding of independent retailers.

●
We note that a portion of the marketing fee paid to you by retail merchants is returned to Network Marketers and that Merchants can earn
passive income from User’s purchase. Please revise to disclose the percentage breakdown of the marketing fees earned, the percentage
returned to Network Marketers, the percentage returned to you, the amount that Merchants earn from user purchases, and the manner in
which such amounts are earned from User purchases.

GivBux
receives marketing fees from participating merchants and shares these revenues with the users. Approximately 70% of these fees are returned
to GivBux users and Affiliates. The company retains 30% to cover its expenses. GivBux Associates also receive the same commission levels
on the subscription fees of 149.95$ and monthly fees of $29.95 The company distributes the 70% of commissions down 7 levels.

●
Revise to disclose the types of rewards that Users may allocate to charities, and the amount of rewards that Users must allocate to charities.
Also clarify that Users must choose among the charities with which you have partnered, as opposed to “a[ny] charity of their choice.”

Charities-
In order to receive GivBux rewards, a user must choose a charity and a percentage of how much of their GivBux rewards will go to the
selected charity. The percentage can range from 1-100% and it is the user’s discretion. GivBux offers a variety of charities to
choose from and there is a registration process in place for any additional registered charities that want to join our organization.
The charities receive their donations in cash. Should a charity sign up GivBux members then they would also be eligible to receive GivBux
rewards like any user.

●
Revise to discuss the initial and monthly fees paid by GivBux Associates to you, and the commissions earned by GivBux Associates.

The
initial fee for a GivBux Associate is a one time fee of $149.95 along with a monthly subscription fee of $29.95. GivBux Associates receive
commissions from recruiting other Associates and local merchants. They will also receive commissions from advertising revenue which they
will generate as soon as this program is put in place. Approximately 70% of the fees are paid back to the Associates and distributed
up to a maximum of 7 levels

●
Define National Brands and Network Marketers.

National
Brands are defined as retailers who have been brought to us by our third party aggregator and they usually have a larger footprint across
the country versus a local more regional merchant.

Network
marketers are our GivBux Associates building a Network of users and other associates

●
Clarify how users “benefit from recruiting new members to download and use the

App.”

They
will generate passive income when others use the App to purchase everyday products

●
Revise the apparent discrepancy between the disclosure of 273 retailers and 258 merchants that accept GivBux.

Revised

2-We
note your amended disclosure in response to prior comment 2. Please revise to provide a definition of “Users,” as the definition
that you provided discusses the functionality of your application. Additionally, please revise the chart to include GivBux Associates.
Revise the chart to provide information as of a more recent date. Finally, please provide the dollar volume of transactions among Users,
Merchants, Charities, and GivBux Associates during your last fiscal year and for the period ended September 30, 2024. Clarify whether
you enter into written agreements with your Users, Merchants, Charities and/or GivBux Associates.

Revised

3-We
note your amended disclosure in response to prior comment 3. Please revise to name and define the “third party aggregator”
and explain in further detail how they assist you in negotiating the acceptance of GivBux with retailers. Please summarize the agreement
with the third party aggregator and file such agreement as an exhibit. To the extent appropriate, consider redacting information from
the agreement per Item 601(b)(10)(iv) of Regulation S-K or Rule 83.

RESPONSE

We
use a third party aggregator who acts a liaison between payment providers and merchants. They act as a payment processor by collecting
the monies spent by the users at the merchants, collecting GiVBux’s portion and then paying the merchant in 24-48 hours. They have
a marketing relations group which has been able to get GivBux accepted by their National Brand customers

Note:
Due to confidentiality agreements (NDA) and competition concerns we are not at liberty to identify this third party.

4.
With respect to Exhibit 4.28, please explain the repeat vendors that appear on the list, for example, “Spotify (1
month), Spotify (3 month), Spotify (6 month)” and revise as

RESPONSE

We
did notice that Spotify and X-Box were each listed 3X and these represent specific products from these retailers. We will decrease the
number of vendors to 268

Risk
Factors, page 8

We
note your response and amended disclosure in response to prior comment 5 and we reissue it. Please revise the entire risk factor section
to accurately reflect the current conditions that make an investment risky. In this light, we note a number of risks that appear inapplicable
or require additional supporting detail and more fulsome discussion, including:

●
your growth and expectations for “significant growth in the near future”;

●
the amount of revenue and cash inflows derived from your platform;

●
statements regarding the level of success in prior periods, including that you have “grown significantly in recent
periods”;

●
the size and demographic of your current customer base;

●
the current status of your product offering(s);

●
the status and terms of any current or prior subscription contracts sold given your assertion that you generate revenue from such
contracts;

●
references to business combinations, asset acquisitions, and a revolving credit facility; and

●
references to any operations in or business with the restaurant industry. Refer to Item 105 of Regulation S-K. We also note your amended
disclosure in the middle of page 8. Please revise to clarify, if true, that an increase in the number of Users, GivBux Associates, and
retailers does not necessarily mean that there will be an increase in revenue generated. With respect to revenue for the period ended
September 30, 2024, please revise to provide appropriate context for investors, including the expected expenses and net loss or income
for the same period. Additionally, please clarify the time period against which you are measuring such growth

RESPONSE

We
have made the revisions

Risks
regarding Notes Payable and Convertible Notes Payable, page 12

6.
We note your amended disclosure in response to prior comment 7. Please revise your risk factor to quantify:

●
the total amounts due on the notes, including the total due on demand, and the dates on which they are due;

●
total cash available; and

● the number of shares that may be issued in connection with the convertible notes payable as
compared to the total number of shares currently outstanding.

RESPONSE

Revisions
done

Financing
requirements to fund operations..., page 14

7.
We note your amended disclosure in response to prior comment 9. Please revise your risk factor disclosure to state the risks to the company
and investors if you do not secure adequate financing. Summarize the material details of the $400,000 worth of convertible notes that
are due, including who holds such notes, the date they were issued, the specific terms of the notes, redemption rights, etc. To the extent
that there is any current agreement with management to continue paying accounting and other professional fees and other miscellaneous
expenses, disclose the material terms of such agreements for future funding and file such agreements as exhibits. Refer to Item 601(b)(10)
of Regulation S-K. If there are no such agreements, please say so.

Revisions
done

Description
of GivBux Super App Payment Process, page 43

We
note your response to prior comment 11. Please revise to disclose that your agreement with respect to the Mastercard is with a third
party aggregator, and not directly with Mastercard. Revise to name the third party aggregator, summarize the material terms of the agreement
and file the agreement as an exhibit. To the extent appropriate, consider redacting information from the agreement per Item 601(b)(10)(iv)
of Regulation S-K or Rule 83.

RESPONSE

We
have revised our statement to reflect that this product is with a third party aggregator. Again, due to confidentiality agreement and
concerns regarding competition we will not divulge the identity of the third party.

GivBux
Business Description, page 43

9.
We note your revised disclosure in response to prior comment 12. Please revise the Management’s Discussion and Analysis of Financial
Condition and Results of Operations to discuss your current revenue streams in the context of your results. Management’s Discussion
and Analysis of Financial Condition and Results of Operations Overview, page 43

RESPONSE

This
has been revised

10.
We note your response to prior comment 13. Please revise your disclosure to state that the shares have been issued and the consideration
received therefor.

RESPONSE

This
has been done

Results
of Operations, page 45

11.
We note your revisions in response to prior comment 14. Please revise to disclose how you generated revenues for each of the periods
discussed.

We
feel this has been covered in the management discussions

Item
4. Security Ownership of Certain Beneficial Owners and Management, page 53 12. We note your response to prior comment 16 and reissue
it. Please revise to update as of the most recent practicable date.

Item
7. Certain Relationships and Related Transactions, page 57

13.
We note your amended disclosure in response to prior comment 17 and we reissue it. Please revise to include the information required
by Item 404 of Regulation S-K. For example, name each of the related parties involved in the transactions, including the names of the
entities from which the company borrowed money in 2023, the entity owned by Kenyatto Jones to which the company currently owes note payable
and interest, and the related party to which $3,275 was due to as of December 31, 2023. Update this section so that it provides the required
disclosure as of the date of the filing.

RESPONSE

Revised

Signatures,
page 75

We
note that the Signatures section signed by your CEO, Umesh Singh, is dated September 12, 2024, even though this amendment was filed on
October 29, 2024. We also note your correspondence filed in advance of this amendment on October 25, 2024, which stated that Umesh Singh
would be unavailable to sign any documents. Please advise whether any company representative was authorized to file this amendment at
the time it was filed in accordance with the requirements of Form 10. Additionally, please revise to describe the actions taken in accordance
with your organizational documents, if any, to appoint another person to serve as interim CEO or otherwise. Finally, we note your response
to prior comment 18 that you wish to continue under the obligations of a reporting company and wish to incur the obligations of being
subject to the Exchange Act of 1934. However, we note that you have not filed a Form 8-K in connection with Umesh Singh’s absence.
File any such required reports. Refer to Items 5.01 and 5.02 of Form 8-K.

RESPONSE

Mr
Singh took a brief absence for medical reasons which we feel should remain confidential. He is back in a full capacity and we did not
file a form 8-k as we knew this was a temporsry situation.

    Sincerely,

    /s/
    Umesh Singh

    Umesh
    Singh,

    President.

November 20, 2024
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed October 29, 2024
File No. 000-52142
Dear Umesh Singh:
            We have reviewed your filing and have the following comment(s).
            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 and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-12G Filed October 29, 2024
Item 1. Business
General Background of the Company, page 4
We note your amended disclosure in response to prior comment 1. Please revise to
address the following:
•Revise to define the activities that your app tracks, including "Black Card activity,
Gas Card activity, Rewards, Earned, GivBux purchased/received, GivBux
donation rewards as well as donations sent, GivBux history and transfer history."
•Please revise your statement that "[i]n the next quarter (4th qtr 2024) there will be
a greater focus on recruiting more local Merchants which will increase the buying
selection of our users and decrease our dependence on National Brands," to reflect
current information.
•Elaborate further on the effects that the regulations you have identified have had
or will have on your business.
With respect to your number of Users, Merchants, and Charities, please confirm •1.

November 20, 2024
Page 2
that such numbers reflect current Users, Merchants and Charities as of such date,
and do not include any Users, Merchants and Charities that are no longer active.
•Elaborate on the status of your beta testing.
•We note that a portion of the marketing fee paid to you by retail merchants is
returned to Network Marketers and that Merchants can earn passive income from
User's purchase. Please revise to disclose the percentage breakdown of the
marketing fees earned, the percentage returned to Network Marketers, the
percentage returned to you, the amount that Merchants earn from user purchases,
and the manner in which such amounts are earned from User purchases.
•Revise to disclose the types of rewards that Users may allocate to charities, and
the amount of rewards that Users must allocate to charities. Also clarify that Users
must choose among the charities with which you have partnered, as opposed to
"a[ny] charity of their choice."
•Revise to discuss the initial and monthly fees paid by GivBux Associates to you,
and the commissions earned by GivBux Associates.
•Define National Brands and Network Marketers.
•Clarify how users "benefit from recruiting new members to download and use the
App."
•Revise the apparent discrepancy between the disclosure of 273 retailers and 258
merchants that accept GivBux.
2.We note your amended disclosure in response to prior comment 2. Please revise to
provide a definition of "Users," as the definition that you provided discusses the
functionality of your application. Additionally, please revise the chart to include
GivBux Associates. Revise the chart to provide information as of a more recent date.
Finally, please provide the dollar volume of transactions among Users, Merchants,
Charities, and GivBux Associates during your last fiscal year and for the period ended
September 30, 2024. Clarify whether you enter into written agreements with your
Users, Merchants, Charities and/or GivBux Associates.
3.We note your amended disclosure in response to prior comment 3. Please revise to
name and define the "third party aggregator" and explain in further detail how they
assist you in negotiating the acceptance of GivBux with retailers. Please summarize
the agreement with the third party aggregator and file such agreement as an exhibit.
To the extent appropriate, consider redacting information from the agreement per Item
601(b)(10)(iv) of Regulation S-K or Rule 83.
4.With respect to Exhibit 4.28, please explain the repeat vendors that appear on the list,
for example, "Spotify (1 month), Spotify (3 month), Spotify (6 month)" and revise as
appropriate.
Risk Factors, page 8
We note your response and amended disclosure in response to prior comment 5 and
we reissue it. Please revise the entire risk factor section to accurately reflect the
current conditions that make an investment risky. In this light, we note a number of
risks that appear inapplicable or require additional supporting detail and more fulsome 5.

November 20, 2024
Page 3
discussion, including:
•your growth and expectations for "significant growth in the near future";
•the amount of revenue and cash inflows derived from your platform;
•statements regarding the level of success in prior periods, including that you have
"grown significantly in recent periods";
•the size and demographic of your current customer base;
•the current status of your product offering(s);
•the status and terms of any current or prior subscription contracts sold given your
assertion that you generate revenue from such contracts;
•references to business combinations, asset acquisitions, and a revolving credit
facility; and
•references to any operations in or business with the restaurant industry.
Refer to Item 105 of Regulation S-K. We also note your amended disclosure in the
middle of page 8. Please revise to clarify, if true, that an increase in the number of
Users, GivBux Associates, and retailers does not necessarily mean that there will be
an increase in revenue generated. With respect to revenue for the period ended
September 30, 2024, please revise to provide appropriate context for investors,
including the expected expenses and net loss or income for the same period.
Additionally, please clarify the time period against which you are measuring such
growth.
Risks regarding Notes Payable and Convertible Notes Payable, page 12
6.We note your amended disclosure in response to prior comment 7. Please revise your
risk factor to quantify:
•the total amounts due on the notes, including the total due on demand, and the
dates on which they are due;
•total cash available; and
•the number of shares that may be issued in connection with the convertible notes
payable as compared to the total number of shares currently outstanding.
Financing requirements to fund operations..., page 14
7.We note your amended disclosure in response to prior comment 9. Please revise your
risk factor disclosure to state the risks to the company and investors if you do not
secure adequate financing. Summarize the material details of the $400,000 worth of
convertible notes that are due, including who holds such notes, the date they were
issued, the specific terms of the notes, redemption rights, etc. To the extent that there
is any current agreement with management to continue paying accounting and other
professional fees and other miscellaneous expenses, disclose the material terms of
such agreements for future funding and file such agreements as exhibits. Refer to Item
601(b)(10) of Regulation S-K. If there are no such agreements, please say so.
Description of GivBux Super App Payment Process, page 43
We note your response to prior comment 11. Please revise to disclose that your
agreement with respect to the Mastercard is with a third party aggregator, and not 8.

November 20, 2024
Page 4
directly with Mastercard. Revise to name the third party aggregator, summarize the
material terms of the agreement and file the agreement as an exhibit. To the extent
appropriate, consider redacting information from the agreement per Item
601(b)(10)(iv) of Regulation S-K or Rule 83.
GivBux Business Description, page 43
9.We note your revised disclosure in response to prior comment 12. Please revise the
Management's Discussion and Analysis of Financial Condition and Results of
Operations to discuss your current revenue streams in the context of your results.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 43
10.We note your response to prior comment 13. Please revise your disclosure to state that
the shares have been issued and the consideration received therefor.
Results of Operations, page 45
11.We note your revisions in response to prior comment 14. Please revise to disclose
how you generated revenues for each of the periods discussed.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 53
12.We note your response to prior comment 16 and reissue it. Please revise to update as
of the most recent practicable date.
Item 7. Certain Relationships and Related Transactions, page 57
13.We note your amended disclosure in response to prior comment 17 and we reissue
it. Please revise to include the information required by Item 404 of Regulation S-K.
For example, name each of the related parties involved in the transactions, including
the names of the entities from which the company borrowed money in 2023, the
entity owned by Kenyatto Jones to which the company currently owes note payable
and interest, and the related party to which $3,275 was due to as of December 31,
2023. Update this section so that it provides the required disclosure as of the date of
the filing.
Signatures, page 75
We note that the Signatures section signed by your CEO, Umesh Singh, is dated
September 12, 2024, even though this amendment was filed on October 29, 2024. We
also note your correspondence filed in advance of this amendment on October 25,
2024, which stated that Umesh Singh would be unavailable to sign any documents.
Please advise whether any company representative was authorized to file this
amendment at the time it was filed in accordance with the requirements of Form 10.
Additionally, please revise to describe the actions taken in accordance with your
organizational documents, if any, to appoint another person to serve as interim CEO
or otherwise. Finally, we note your response to prior comment 18 that you wish to
continue under the obligations of a reporting company and wish to incur the
obligations of being subject to the Exchange Act of 1934. However, we note that you
 14.

November 20, 2024
Page 5
have not filed a Form 8-K in connection with Umesh Singh's absence. File any such
required reports. Refer to Items 5.01 and 5.02 of Form 8-K.
            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 Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John E. Dolkart, Jr.

CORRESP
1
filename1.htm

GIVBUX LETTERHEAD

2751 W Coast Hwy, Suite 200

Newport Beach, CA 92663

Via
Edgar

October
25, 2024

Division
of Corporate Finance

Securities
and Exchange Commission

450
Fifth Street, NW

Washington,
DC 20549

    Re:

    GIVBUX,
    INC.

    Amendment
    1 to Form 10-12G

    Filed
    September 12, 2024

    File
    No. 000-52142

To
Whom it May Concern:

We
note the receipt by GivBux, Inc. (the “Company”), a Nevada corporation, of the comment letter (the “Comment Letter”)
dated October 11, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the above-referenced Form 10-12G (the “Form 10/A-1”) filed on or about September 12, 2024. On behalf of the Company,
we hereby provide the responses set forth below to the comments in the Comment Letter. In addition we have prepared a second amendment
to the Form 10-12G (the “Form 10/A-2”) which is referenced through the responses hereunder.

Amendment
No. 1 to Registration Statement on Form 10-12G Filed September 12, 2024

Item
1. Business

General
Background of the Company, page 4

    1.
    Please
    revise to include all of the information required by Item 101(h)(4) of Regulation S-K. Specifically, please include a more detailed
    discussion of:

    ●
    the
    principal products or services and their markets, including clear distinctions between current and aspirational products and services;

    ●
    the
    current status of any publicly announced product or service, for example the current status of the new version of your App;

    ●
    your
    dependence any major customers, if applicable;

    ●
    any
    patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;

    ●
    the
    need for any government approval of principal products or services and if you have
    not yet received that approval, discuss the status of the approval within the

    ●
    government
    approval process; and

    ●
    the
    effect of existing or probable governmental regulations on the business.

RESPONSE:

The
GivBux Super App is the principal product of the company and it features the ability for users to purchase products from authorized retail
merchants using the GivBux payment portal. The users will receive GivBux rewards for every purchased made as long as a charity of the
users choice is designated to receive a portion of the rewards.

    GIVBUX,
                                            INC. Page 1 of 10

The
GivBux Super App includes several features such as allowing members to communicate between themselves using the chat or call features.
As well the Super App keeps track of the activities of the usage of the App such as purchases, Black Card activity, Gas Card activity,
Rewards, Earned, GivBux purchased/received, GivBux donation rewards as well as donations sent, GivBux history and transfer history.

There
are also some instructional videos on how to use the App. All of the above exists and improvements are constantly being made to the App.
A newer version of the Super App is scheduled for release early January 2025The company has 273retailers who accept GivBux payments with
the majority of them being National Brands. In the next quarter (4th qtr 2024) there will be a greater focus on recruiting
more local merchants which will increase the buying selection of our users and decrease our dependance on National Brands.

    ●
    The
    GivBux name is trademarked (registration certificate attached)

Governmental
Approval – US no; Mexico no

Existing
Governmental regulations on the business

GivBux
Inx as a Fintech company in the U.S. must navigate a complex landscape of regulations that can vary by state and federal levels. Here
are some key regulations and areas of compliance they typically need to consider:

    1.
    Banking
    Regulations: If a fintech company offers banking services, it must comply with regulations set by the Office of the Comptroller of
    the Currency (OCC) or state banking authorities.

    2.
    Consumer
    Protection Laws: Companies must adhere to laws like the Truth in Lending Act (TILA), Fair Credit Reporting Act (FCRA), and the Consumer
    Financial Protection Bureau (CFPB) regulations to protect consumer rights.

    3.
    Anti-Money
    Laundering (AML): Compliance with the Bank Secrecy Act (BSA) and regulations from the Financial Crimes Enforcement Network (FinCEN)
    to prevent money laundering and terrorist financing is essential.

    4.
    Securities
    Regulations: If the fintech deals with investments or trading, it must comply with regulations from the Securities and Exchange Commission
    (SEC) and possibly state securities regulators.

    5.
    Payment
    Regulations: Companies involved in payments must adhere to the Electronic Fund Transfer Act (EFTA) and the Payment Card Industry
    Data Security Standard (PCI DSS) for secure transactions.

    6.
    Data
    Privacy and Security: Compliance with laws like the Gramm-Leach-Bliley Act (GLBA) and state-specific privacy laws (like the California
    Consumer Privacy Act) is crucial for protecting customer data.

    7.
    Licensing:
    Many fintech companies require specific licenses, such as money transmitter licenses, which vary by state.

    8.
    State
    Regulations: Each state may have its own set of regulations that fintechs must comply with, including state-specific lending laws
    and licensing requirements.

    9.
    Tax
    Compliance: Fintechs must also navigate federal and state tax regulations, including IRS requirements for reporting transactions.

    GIVBUX,
                                            INC. Page 2 of 10

    2.
    Please
    revise to disclose the number of users, merchants, vendors and charities that are currently using the GivBux Super App and disclose
    the dollar volume of transactions between users and merchants, vendors and/or charities that have occurred during your last fiscal
    year and the period ended June 30, 2024. Please provide definitions of the terms users, merchants, vendors, charities and GivBux
    Associates, as used in your filing.

RESPONSE:

The
company has not retained historical records in the past on the numbers of users, merchants or charities. Processes have been put in place
to do so in the future, As of June 30, 2024, our records show

  June
30, 2024

  Users-
  10253

  Merchants-
  258

  Charities-
  97

Users-
The company has been doing Beta Testing on its App in order to prove the functionality of its application The processes have been proven
and used successfully in a live environment on a daily basis. There are currently a small number of users at present, we anticipate this
number will rapidly increase rapidly as there is an active campaign to recruit new influencers. As we stated, users can earn rewards
and donate a portion of these rewards to a charity of their choice. A system of network marketing has been put in place which will allow
users to benefit from recruiting new members to download and use the App. A second category of users will be individuals who are interested
in becoming a GivBux associate which allows them to recruit independent retail merchants and receive a portion of the revenue that these
merchants generate. There is a subscription fee required in order to qualify as an associate.

Merchants-
There are 2 types of merchant accounts, National and Independent. All National accounts are recruited and brought on board by GivBux
Corporate. Independent retailers are recruited and signed by qualified GivBux associates. All retail merchants pay GivBux a marketing
fee based upon the spend of the GivBux users. A portion of this fee is returned to the Network Marketers and the remainder goes to the
company. The merchants benefit from new Users, no additional processing fees or chargebacks and if the merchant gets Users to download
and use the GivBux Super App, they too can earn passive income from the user’s purchases.

Charities-
The fundamental concept of GivBux is giving. Users must allocate a portion of their rewards to a charity of their choice. We maintain
relationships with many charities and all recognized charities can become part of the GivBux ecosystem.

GivBux
Associates- Associates are individuals who decide to become involved in building GivBux network of users, merchants and other associates.
An associate pays a small signup fee and in return receives training on the GivBux Super App as well as a replicated website to which
they can send interested parties. They will also recruit local merchants to accept GivBux as well as offer advertising opportunities
to these merchants. The associates will receive commissions based upon the sales revenue generated by the merchants and other associates.

    GIVBUX,
                                            INC. Page 3 of 10

 3. We
                                            note your statement regarding your “agreements with Amazon, Uber Eats Groupon, Wayfair
                                            as well as all the major chains.” Please name the “major chains” and also
                                            clarify whether you have current agreements with these companies and if you do, please revise
                                            to summarize the material terms of such agreements and file any material agreements as an
                                            exhibit. Refer to Item 601(b)(10) of Regulation S-K. Regarding your statement that users
                                            can use your app “at over hundreds of national merchants which allows access to in
                                            excess of 250,000 locations/vendors,” further describe the nature and locations of
                                            the merchants and vendors.

RESPONSE:

Givbux
has 273 retailers who accept as a payment portal. The company has a relationship with a third party aggregator who helps us negotiate
the acceptance of GivBux at major retailers. Release of any details of the agreements regarding these retailers could lead to a loss
of our competitive advantage and infringe upon any non-disclosure agreement between the parties whether written or implied.

As
far as the statement regarding 250,000 locations/vendors, this estimation is low if you consider that Amazon states that they have 1.1
million active sellers, Uber has 1.5 million drivers in the US, only to name a few

We
have provided a complete list of 273 retailers as an exhibit

 4. Please
                                            reconcile your disclosure regarding your business with your disclosure elsewhere that you
                                            have no operations.

RESPONSE:

We
have modifed the statement of ‘no operations’ to limited operations.

Risk
Factors, page 8

 5. Please
                                            revise your risk factors to accurately reflect the current risks that make an investment
risky. In this light, we note a number of risks that appear inapplicable or require
additional supporting detail and more fulsome discussion, including:

    ●
    your
    growth and expectations for “significant growth in the near future;”

    ●
    the
    amount of revenue and cash inflows derived from your platform;

    ●
    statements
    regarding the level of success in prior periods, including that you have “grown significantly in recent periods;”

    ●
    the
    size and demographic of your current customer base;

    ●
    the
    current status of your product offering(s);

    GIVBUX,
                                            INC. Page 4 of 10

    ●
    the
    status and terms of any current or prior subscription contracts sold given your assertion that you generate revenue from such contracts;

    ●
    references
    to business combinations, asset acquisitions, and a revolving credit facility; and

    ●
    references
    to any operations in or business with the restaurant industry. Refer to Item 105 of Regulation S-K.

RESPONSE:

Significant
Growth in the near future: We are currently in a recruiting phase of GivBux associates who will increase the number of users, associates
and retailer who will increase the usage of the GivBux App.

As
of 6/30/2024, we reported $ 25,000 of total revenue for the quarter of which $1951 was attributed to our platform. There will be a significant
increase in revenue generated by the GivBux Super App when we report the 9/30/2024 quarter. Users: 10253 across the United States. Number
of subscriptions for Associates: 1062

For
the moment there are no assets acquisitions nor revolving credit. As far as business combinations are concerned, there are no combinations
with 3rd party businesses. GivBux Inc. does own a wholly owned subsidiary, GivBux Global Partners who look after the marketing
and recruitment of GivBux Associates

 6. We
                                            note a number of notes payable for cash and convertible notes payable for shares of your
                                            common stock. Please revise to discuss the risks associated with:

    ●
    the
    total amount of notes that are payable on demand, as compared to your current assets; and

    ●
    the
    dilution from issuing additional shares of common stock in connection with the convertible notes payable.

RESPONSE:

The
risks associated with notes payable are mainly one of liquidity if the company is required to pay without enough cash. This could result
in bankruptcy or the inability of the company to operate.

The
issuance of additional shares in connection with the convertible notes payable could lead to a dilution of the share price and seriously
affect shareholder value. It would also negatively affect the company’s ability to raise new capital for future expansion.

    GIVBUX,
                                            INC. Page 5 of 10

 7. Please
                                            revise your risk factor on page 40 to further describe the risks of being quoted on the OTC
                                            Pink Market, including that it could depress the trading prices of your stock, have a long-term
                                            adverse impact on your ability to raise capital in the future, increase price volatility,
                                            and decrease the likelihood that orders will be able to be executed.

RESPONSE:

We
have revised the risk factor on page 40 to include the inherent risks of quotation on the OTC Pink Market, including that it could depress
the trading price of the stock and may have a long-term adverse impact on the ability to raise future capital as well as increase price
volatility, etc. to address the Commission’s comment.

Financing
requirements to fund operations ..., page 14

 8. Please
                                            revise to discuss your current liquidity position and the amount of capital that you believe
                                            that you will need in order to fund operations over the next 12 months. In this light, we
                                            note that you expect to receive funds from management to continue paying accounting and other
                                            professional fees and other miscellaneous expenses. Please revise to disclose the material
                                            terms of any agreements for such future funding and file such agreements as exhibits. Refer
                                            to Item 601(b)(10) of Regulation S-K.

RESPONSE:

We
have revised to discuss the Funding Requirements for the next 12 months- The company estimates that it requires approximately $ 1 million
in funding in order to pay back creditors with convertible notes ( $400K) and $600K for produc

CORRESP
1
filename1.htm

Via
Edgar Correspondence

October
25, 2024

Attn:
Division of Corporate Finance

Securities
and Exchange Commission

100
F Street NE

Washington,
D.C., 20549

Re:
GivBux, Inc. Form 10-12(g) Amendment No. 2

To
Whom it May Concern:

In
connection with the recently filed Form 10-12(g) (“Form 10”) by GivBux, Inc., (the “Company”) and the Company’s
forthcoming second amendment, the Company wants the Securities and Exchange Commission (the “Commission”) to know that our
CEO Umesh Singh is in the hospital experiencing a medical distress and will be unavailable for the time being.

Therefore,
I will be stepping in for him. Mr. Singh has expressed to us that he wishes for us to continue with the amendment process and approves
of my correspondence and signature for these matters, but due to his condition cannot sign any documents, for the time being. Should
the Commission have any further questions or concerns regarding this matter, please let us know.

We
will provide further details on Mr. Singh’s medical condition as details become available and to the extent they are relevant hereto.

    Sincerely,

    /s/ Robert Thompson

    Robert “Bob” Thompson

    Member of the Board of Directors

October 11, 2024
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed September 12, 2024
File No. 000-52142
Dear Umesh Singh:
            We have reviewed your filing and have the following comment(s).
            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 and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G Filed September 12, 2024
Item 1. Business
General Background of the Company, page 4
Please revise to include all of the information required by Item 101(h)(4) of
Regulation S-K. Specifically, please include a more detailed discussion of:
•the principal products or services and their markets, including clear distinctions
between current and aspirational products and services;
•the current status of any publicly announced product or service, for example the
current status of the new version of your App;
•your dependence any major customers, if applicable;
•any patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration;

 1.

October 11, 2024
Page 2
•the need for any government approval of principal products or services and if you
have not yet received that approval, discuss the status of the approval within the
government approval process; and
•the effect of existing or probable governmental regulations on the business.
2.Please revise to disclose the number of users, merchants, vendors and charities that
are currently using the GivBux Super App and disclose the dollar volume of
transactions between users and merchants, vendors and/or charities that have occurred
during your last fiscal year and the period ended June 30, 2024. Please provide
definitions of the terms users, merchants, vendors, charities and GivBux Associates,
as used in your filing.
3.We note your statement regarding your "agreements with Amazon, Uber Eats
Groupon, Wayfair as well as all the major chains." Please name the "major chains"
and also clarify whether you have current agreements with these companies and if you
do, please revise to summarize the material terms of such agreements and file any
material agreements as an exhibit. Refer to Item 601(b)(10) of Regulation S-K.
Regarding your statement that users can use your app "at over hundreds of national
merchants which allows access to in excess of 250,000 locations/vendors," further
describe the nature and locations of the merchants and vendors.
4.Please reconcile your disclosure regarding your business with your disclosure
elsewhere that you have no operations.
Risk Factors, page 8
5.Please revise your risk factors to accurately reflect the current risks that make an
investment risky. In this light, we note a number of risks that appear inapplicable or
require additional supporting detail and more fulsome discussion, including:
•your growth and expectations for "significant growth in the near future;"
•the amount of revenue and cash inflows derived from your platform;
•statements regarding the level of success in prior periods, including that you have
"grown significantly in recent periods;"
•the size and demographic of your current customer base;
•the current status of your product offering(s);
•the status and terms of any current or prior subscription contracts sold given your
assertion that you generate revenue from such contracts;
•references to business combinations, asset acquisitions, and a revolving credit
facility; and
•references to any operations in or business with the restaurant industry.
Refer to Item 105 of Regulation S-K.
6.Please remove references to "this offering" as this registration statement does not
cover the offer and sale of securities.
We note a number of notes payable for cash and convertible notes payable for shares
of your common stock. Please revise to discuss the risks associated with:
 7.

October 11, 2024
Page 3
•the total amount of notes that are payable on demand, as compared to your current
assets; and
•the dilution from issuing additional shares of common stock in connection with
the convertible notes payable.
8.Please revise your risk factor on page 40 to further describe the risks of being quoted
on the OTC Pink Market, including that it could depress the trading prices of your
stock, have a long-term adverse impact on your ability to raise capital in the future,
increase price volatility, and decrease the likelihood that orders will be able to be
executed.
Financing requirements to fund operations ..., page 14
9.Please revise to discuss your current liquidity position and the amount of capital that
you believe that you will need in order to fund operations over the next 12 months. In
this light, we note that you expect to receive funds from management to continue
paying accounting and other professional fees and other miscellaneous expenses.
Please revise to disclose the material terms of any agreements for such future funding
and file such agreements as exhibits. Refer to Item 601(b)(10) of Regulation S-K.
We are responsible for transmitting a high volume of sensitive and personal information ...,
page 16
10.We note your statements regarding your systems, including that "[u]nauthorized
parties have in the past gained access, and may in the future gain access ... ." Please
revise to provide additional detail on such unauthorized access, if material.
Description of GivBux Super App Payment Process, page 43
11.Please clarify whether you currently have an agreement with Mastercard for the
GivBux Black Mastercard. If so, please revise to include a summary of the material
terms of such agreement, describe the nature and use of the card in additional detail,
and file the agreement with Mastercard as an exhibit. If you do not have an agreement
with Mastercard, please state that that is the case and explain your references to the
GivBux Black Mastercard. Refer to Item 601(b)(10) of Regulation S-K.
12.You state that you "have several projected revenues streams." Please revise to clarify
which revenue streams, if any, are currently operational and which are aspirational.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 44
13.We note your statement that "[a]s a result, the Company is contractually required to
issue an additional 74,218,050 shares of the Company’s post-split common stock to
the former common stock shareholders of GivBux Global Partners, Inc., such that the
total number of shares issued pursuant to the share exchange equals that number
required by the Agreement." Please advise whether these additional shares have been
issued to shareholders.

October 11, 2024
Page 4
Results of Operations, page 45
14.We note that for the six months ended June 30, 2024 and December 31, 2023 you
generated revenues of $72,399 and $196,326, respectively. Please disclose how you
generated such revenues, as we note that you have had "no operations" during those
periods.
Years Ended December 31, 2023 and 2022, page 46
15.We note your disclosure in the last paragraph of this section on page 49 regarding
your ability to fund operations until you complete an acquisition and your existence as
a shell company for the next twelve months. Please advise.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 53
16.We note that the information in this table is current as of March 31, 2024 and
the information regarding convertible securities is current as of June 30, 2024. Please
update all of the information in this table as of the most recent practicable date. Refer
to Item 403 of Regulation S-K.
Item 7. Certain Relationships and Related Transactions, page 57
17.Please revise to include the disclosure required by Item 404 of Regulation S-K for
each of the related party transactions during the relevant time period.
General
18.Please be advised that your registration statement will automatically become effective
sixty days after the initial filing date. Upon effectiveness, you will become subject to
the reporting requirements of the Securities Exchange Act of 1934, even if we have
not cleared your comments. If you do not wish to incur those obligations until all of
the issues noted here are resolved, you may wish to consider withdrawing your
registration statement and resubmitting a new registration statement when you have
revised your document.
19.Please add risk factor disclosure acknowledging that your auditor, Olayinka Oyebola
& Co. (Chartered Accountants), and its principal, Olayinka Oyebola, have been
charged by the Securities and Exchange Commission with aiding and abetting
violations of the antifraud provisions of the federal securities laws. Acknowledge that
the relief sought includes potential civil penalties as well as permanent injunctive
relief, including an order permanently barring your auditor from acting as an auditor
or accountant for U.S. public companies or providing substantial assistance in the
preparation of financial statements filed with the Securities and Exchange
Commission. Explain how such charges and such penalties, if imposed, would impact
you and any investment in your securities. Refer to the Securities and Exchange
Commission’s press release, available at https://www.sec.gov/newsroom/press-
releases/2024-157.
            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.

October 11, 2024
Page 5
            Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John E. Dolkart, Jr.

August 28, 2024
Umesh Singh
Chief Executive Officer
Givbux, Inc.
2751 W Coast Hwy, Suite 200
Newport Beach, CA 92663
Re:Givbux, Inc.
Registration Statement on Form 10-12G
Filed August 16, 2024
File No. 000-52142
Dear Umesh Singh:
            Our initial review of your registration statement indicates that it fails to comply with the
requirements of the Securities Exchange Act of 1934, the rules and regulations thereunder and the
requirements of the form. More specifically, your registration statement fails to include the
interim financial statements required by Item 13 of Form 10.
            This registration statement will become effective automatically 60 days after its initial
filing. If the registration statement were to become effective in its present form, we would be
required to consider what recommendation, if any, we should make to the Commission. We
suggest that you consider filing a substantive amendment correcting the deficiencies or a request
for withdrawal of the registration statement before it becomes effective.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John E. Dolkart, Jr.

CORRESP
1
filename1.htm

Via
Edgar Correspondence

August
16, 2024

Attn:
Division of Corporate Finance

Securities
and Exchange Commission

100
F Street NE

Washington,
D.C., 20549

    Re:

    GivBux,
    Inc. Form 10-12(g)

To
Whom it May Concern:

In
connection with the recently filed Form 10-12(g) (“Form 10”) by GivBux, Inc., (the “Company”) acknowledges that
it is necessary to file financial report for the period ending June 30, 2024. These are being presently completed by our auditors and
accountants. The Company will update the financial reports, together with any comment responses, in its next correspondence with the
commission.

As
is noted in the Company’s annual attorney opinion to OTC Markets Group, Inc. please take note the following:

Among
the officers and directors of the Company none hold more than 5% of any outstanding class of securities. There is no evidence of any
investigation of any of these persons or entities by state or federal securities regulators.

Regarding
other >5% shareholders, the Company in order to proceed with the reverse split, symbol and name change, was required by FINRA to place
the shares held by Kenyatto Jones (“Jones”) and Bear Bull, Inc. into a shareholder voting trust, which removes Jones from
any voting majority over the Company. There is evidence of a Washington State Securities investigation resolved in or about August 2019
related to Jones and GivBux Global Partners, Inc. unauthorized sales of securities in the state.

Additionally,
there is evidence of a criminal securities case against Jones in Orange County, California related to untrue statements made in the purchase/sale
of securities (unrelated to GivBux, Inc. or GivBux Global Partners, Inc.) which was resolved via restitution and a three-year probation
term for Jones.

By
virtue of the Voting Trust Jones has divested voting rights, but remains a majority beneficial owner of the Company. Should you wish
to obtain any further information regarding these matters, or if you have any further questions, please do not hesitate to contact the
Company or Mr. Jones directly. Thank you in advance for your prompt attention to these matters.

    Sincerely,

    /s/
    Umesh Singh

    Umesh
    Singh,

    President.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      June 12, 2008   Qin Long Chief Executive Officer Rub A Dub Soap, Inc. No. 177 Chengyang Section 308 National Highway Danshan Industrial Area Qingdao, China 266109
 Re: Rub A Dub Soap, Inc.
Amendment No. 1 to Prelimin ary Information Statement
On Schedule 14C
Filed May 1, 2008  File No. 000-52142
 Dear Mr. Long:
We have completed our review of your  Preliminary Information Statement on
Schedule 14C and have no further comments at this time.
If you have any further questions regarding our review of your filing, please direct
them to the undersigned at (202) 551-3235.
  Sincerely,    Jessica S. Kane  Staff Attorney
  cc: Scott Kline, Esq.
Thelen Reid Brown Raysman & Steiner LLP 101 Second Street, Suite 1800 San Francisco, California  94105

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<FILENAME>filename1.txt
<TEXT>
                              RUB A DUB SOAP, INC.
                           No. 177, Chengyang Section
                              308 National Highway
                             Danshan Industrial Area
                              Qingdao, China 200109

                                                              June 2, 2008

By EDGAR Transmission and by Hand Delivery
------------------------------------------

John Cash
Mindy Hooker
Tricia Armelin
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E., Mail Stop 4561
Washington, D.C. 20549

         RE:      Rub A Dub Soap, Inc.
                  Form 8-K filed November 14, 2007
                  File No. 0-52142

Dear Mr. Cash:

         On behalf of Rub A Dub Soap,  Inc.  ("RUBD" or the  "Company"),  we are
providing the following  responses to comments of the Staff (the "Staff") of the
Securities and Exchange Commission  contained in the letter from the Staff dated
May 15, 2008 ("Comment  Letter")  regarding the  above-referenced  Form 8-K (the
"Form 8-K").

         Set forth below are the Company's responses to the Staff's comments. To
assist your review,  we have retyped the text of the Staff's comments in italics
below.

General
-------

1.   We note your  response to our prior comment one from our letter dated March
     17, 2008 and your related  disclosure  on page 17 of your Form 10-Q for the
     period ended March 31, 2008 that the acquired  subsidiaries  operate  under
     common  control  because  they all have  the same key  management  members.
     Please  confirm  for us,  if true,  that the  voting  ownership  meets  the
     criteria for common control in all financial periods presented prior to the
     August 2007 acquisitions. Reference paragraph 3 of EITF 02-5.

Response:

         The Company hereby  confirms that the voting  ownership of the acquired
subsidiaries  meets the criteria  for common  control in all  financial  periods
presented prior to the August 2007 acquisitions for the following reasons:

<PAGE>

John Cash
Page 2 of 2
May 30, 2008

         Pursuant to paragraph 3 of EITF No. 02-5,  common  control exists among
separate  entities if immediate  family members hold more than 50% of the voting
ownership  interest of each entity.  Immediate  family members include a married
couple. As explained below, prior to the August 2007 acquisitions,  our CEO, Mr.
Long Qin,  together  with his  wife,  Ms.  Xiuqin Li owned  more than 50% of the
voting ownership interest of each acquired subsidiary.

         The acquired  subsidiaries  include Qingdao  Free-Trading Zone Sentaida
International  Trade Co., Ltd.,  ("FTZ  Sentaida"),  Qingdao Sentaida Tires Co.,
Ltd. ("Sentaida Tires"), and Zhongsen Holdings Co., Ltd. ("Zhongsen  Holdings").
Prior  to the  acquisitions  of these  subsidiaries  by  Zhongsen  International
Company  Group Limited in 2007,  Mr. Qin owned 100% equity  interest in Zhongsen
Holdings.  Sentaida  Group Ltd., in which Mr. Qin owned 76%  interest,  held 51%
equity  interest  in both  FTZ  Sentaida  and  Sentaida  Tires.  Thus,  Mr.  Qin
indirectly  owned  38.76% (76% x 51%) equity  interest in both FTZ  Sentaida and
Sentaida Tires.  Mr. Qin's wife, Ms. Li owned 37.24% equity interest in both FTZ
Sentaida and Sentaida Tires.  As a result,  Mr. Qin together with his wife owned
100%,  76%  (38.76% + 37.24%),  and 76%  (38.76% + 37.24%)  equity  interest  in
Zhongsen Holdings, FTZ Sentaida, and Sentaida Tires, respectively.

         Therefore,  prior to the August  2007  acquisitions,  all the  acquired
subsidiaries  operated under common control  pursuant to paragraph 3 of EITF No.
02-5.

         If you  would  like to  discuss  the Form 8-K or if you  would  like to
discuss any other matters, please contact Scott Kline, Esq. of Thelen Reid Brown
Raysman & Steiner LLP, our outside special securities counsel at (415) 369-7166.

                                           Sincerely,

                                           RUB A DUB SOAP, INC.

                                           By: /s/ Long Qin
                                           -------------------------------------
                                           Long Qin
                                           President and Chief Executive Officer

CC:      Scott Kline, Esq.
         (415) 369-7166

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                              RUB A DUB SOAP, INC.
                           No. 177, Chengyang Section
                              308 National Highway
                             Danshan Industrial Area
                              Qingdao, China 200109

                                                              May 20, 2008

By EDGAR Transmission and by Hand Delivery
------------------------------------------

Pamela Long
Jessica Kane
Craig Slivka
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E., Mail Stop 4561
Washington, D.C. 20549

        RE: Rub A Dub Soap, Inc.
            Amendment No. 1 to Preliminary Information Statement on Schedule 14C

Dear Ms. Long:

         On behalf of Rub A Dub Soap,  Inc.  ("RUBD" or the  "Company"),  we are
providing the following  responses to comments of the Staff (the "Staff") of the
Securities and Exchange Commission  contained in the letter from the Staff dated
May 13, 2008 ("Comment Letter") regarding the above-referenced  Amendment No. to
Preliminary Information Statement (the "14C/A").

         Set forth below are the Company's responses to the Staff's comments. To
assist your review,  we have retyped the text of the Staff's comments in italics
below.

General
-------

1.   We note that on October 26, 2007, Rub A Dub Soap, Inc. entered into a Stock
     Purchase Agreement with Zhongsen International Company Group, Ltd., whereby
     Rub A Dub Soap acquired all of the issued and outstanding  capital stock of
     Zhongsen from the Zhongsen shareholders in exchange for 96.5% shares of Rub
     A Dub Soap common stock,  a reverse  acquisition.  If the  transaction  was
     required  to be approved by  shareholders,  please  explain why no proxy or
     information statement was filed prior to the conduct of the solicitation or
     taking of the corporate action.

Response:

The  Company  hereby  confirms  that  neither  Nevada  Revised  Statute  nor the
Company's Article of Incorporation or Bylaws require shareholders'  approval for
the  transaction  where the Company  acquired all of the issued and  outstanding
capital stock of Zhongsen International Company Group, Ltd.

<PAGE>

Pamela Long
Page 2 of 2
May 20, 2008

("Zhongsen") from the Zhongsen  shareholders in exchange for 96.5% shares of the
Company's common stock.

         If you would like to discuss  the Form 10KSB or Form 8K or if you would
like to discuss any other matters,  please  contact Scott Kline,  Esq. of Thelen
Reid Brown  Raysman & Steiner LLP,  our outside  special  securities  counsel at
(415) 369-7166.

                                           Sincerely,

                                           RUB A DUB SOAP, INC.

                                           By: /s/ Long Qin
                                           -------------------------------------
                                           Long Qin
                                           President and Chief Executive Officer

CC: Scott Kline, Esq.
    (415) 369-7166

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 15, 2008
  Mr. Qin Long Chief Executive Officer, Rub A Dub Soap, Inc. No. 177, Chenyang Section 308 National Highway Danshan Industrial Area Qindao, China 266109
Re: Rub A Dub Soap, Inc.
Form 8-K filed November 14, 2007
File No. 0-52142

 Dear Mr. Long:
We have reviewed your response to ou r letter dated March 17, 2008 and have the
following comment.  We ask that you respond by May 29, 2008.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 8-K filed November 14, 2007

Financial Statements
General
1. We note your response to our prior comment  one from our letter dated March 17, 2008
and your related disclosures on page 17 of your Form 10-Q for the period ended March
31, 2008 that the acquired subsidiaries operate  under common control because they all
have the same key management members.  Plea se confirm for us, if true, that the voting
ownership meets the criteria for common contro l in all financial periods presented prior
to the August 2007 acquisitions.  Reference paragraph 3 of EITF 02-5.

Mr. Qin Long
Rub A Dub Soap, Inc.
May 15, 2008 Page 2

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Plea se provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Tricia Armelin, St aff Accountant, at (202) 551-
3747 or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      May 13, 2008   Qin Long Chief Executive Officer Rub A Dub Soap, Inc. No. 177 Chengyang Section 308 National Highway Danshan Industrial Area Qingdao, China 266109
 Re: Rub A Dub Soap, Inc.
Amendment No. 1 to Prelimin ary Information Statement
On Schedule 14C
Filed May 1, 2008  File No. 000-52142
 Dear Mr. Long:
We have limited our review of your filing to those issues we have addressed in our
comments.  We welcome any questions you ma y have about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.    General

1. We note that on October 26, 2007, Rub A D ub Soap, Inc., entered into a Stock
Purchase Agreement with Zhongsen In ternational Company Group, Ltd., whereby
Rub A Dub Soap acquired all of the issu ed and outstanding capital stock of
Zhongsen from the Zhongsen shareholders in exchange for 96.5% shares of Rub A Dub Soap common stock, a reverse acquisiti on.   If the transaction was required
to be approved by shareholders, please explain why no proxy or information statement was filed prior to the conduct of the solicitation or taking of the corporate action.

*    *    *    *

Please contact Jessica Kane at (202) 551-3235 or Craig Slivka at (202) 551-3729
with any questions.

Qin Long
Rub A Dub Soap, Inc. May 13, 2008 Page 2
Sincerely,

 Pamela Long Assistant Director
  cc: Scott Kline, Esq.
Thelen Reid Brown Raysman & Steiner LLP 101 Second Street, Suite 1800 San Francisco, California  94105

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                              RUB A DUB SOAP, INC.
                           No. 177, Chengyang Section
                              308 National Highway
                             Danshan Industrial Area
                              Qingdao, China 200109

                                                              April 23, 2008

By EDGAR Transmission and by Hand Delivery
------------------------------------------

Mindy Hooker
Tricia Armelin
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E., Mail Stop 4561
Washington, D.C. 20549

         RE:  Rub A Dub Soap, Inc.
              Form 10K-SB for the fiscal year ended May 31, 2007
              Form 8-K Filed November 14, 2007
              File No. 0-52142

Dear Ms. Hooker:

         On behalf of Rub A Dub Soap,  Inc.  ("RUBD" or the  "Company"),  we are
providing the following  responses to comments of the Staff (the "Staff") of the
Securities and Exchange Commission  contained in the letter from the Staff dated
March 17, 2008 ("Comment Letter") regarding the above-referenced Form 10-KSB and
Form 8-K.

         Set forth below are the Company's responses to the Staff's comments. To
assist your review,  we have retyped the text of the Staff's comments in italics
below.

General
-------

1.   We have reviewed  your  response to our prior  comment  number two from our
     letter  dated  January 29,  2008.  Please  clarify  for us if the  acquired
     subsidiaries  operated  under  common  control  in  all  financial  periods
     presented  prior to their  acquisition in August 2007. If the  subsidiaries
     did not operate under common control,  please tell us why you believe it is
     appropriate to present their results on a combine basis.

Response:

The Company hereby confirms that its  subsidiaries,  Qingdao  Free-Trading  Zone
Sentaida International Trade Co., Ltd., or FTZ Sentaida,  Qingdao Sentaida Tires
Co.,  Ltd., or Sentaida  Tires,  and Zhongsen  Holdings  Co.,  Ltd., or Zhongsen
Holdings  (the  "Acquired  Subsidiaries"),  were operated  under common  control
during the financial periods presented in the  above-referenced  Form 10-KSB and
Form 8-K.

<PAGE>

Mindy Hooker
Page 2 of 3
April 23, 2008

Zhongsen  International Company Group Limited was incorporated under the laws of
Hong Kong on July 19,  2007,  and in  August  2007,  it  acquired  the  Acquired
Subsidiaries.   Prior  to  the   acquisitions   in  August  2007,  the  Acquired
Subsidiaries  all had the same key management  members,  including our CEO, Long
Qin, and CFO, Junbao Liang. As a result, for accounting  purposes,  the Acquired
Subsidiaries  were operated under common  control  during the financial  periods
presented.

We understand and agree that:

          -    RUBD  is  responsible  for  the  adequacy  and  accuracy  of  the
               disclosures in the filings.

          -    RUBD's  comments  or changes to  disclosures  in  response to the
               Staff's  comments do not foreclose the Commission from taking any
               action on the filings.

          -    RUBD may not  assert  the  Staff's  comments  as a defense in any
               proceedings  initiated by the  Commission or any person under the
               United States' federal securities laws.

<PAGE>

         If you would like to discuss  the Form 10KSB or Form 8K or if you would
like to discuss any other matters,  please  contact Scott Kline,  Esq. of Thelen
Reid Brown  Raysman & Steiner LLP,  our outside  special  securities  counsel at
(415) 369-7166.

                                           Sincerely,

                                           RUB A DUB SOAP, INC.

                                           By:  /s/ Long Qin
                                           -------------------------------------
                                           Long Qin
                                           President and Chief Executive Officer

CC:      Scott Kline, Esq.
         (415) 369-7166

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      April 16 2008   Qin Long Chief Executive Officer Rub A Dub Soap, Inc. No. 177 Chengyang Section 308 National Highway Danshan Industrial Area Qingdao, China 266109
 Re: Rub A Dub Soap, Inc.
  Preliminary Information Statement on Schedule 14C
Filed April 7, 2008  File No. 000-52142
 Dear Mr. Long:
We have limited our review of your filing to those issues we have addressed on our
comments.  Where indicated, we think you s hould revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at  the telephone numbers listed at the end of this letter.

General

1. We note that you took action to change your  name as a result of the reverse
acquisition transaction with Zhongsen International Company Group Limited.
Pursuant to Note A of Schedule 14A, you should therefore amend your information
statement to include the disclosure re quired by Item 14 of that schedule since
shareholders will not have a separate opportunity to vote on this transaction.  See
Note A to Schedule 14A and Item 1 to Schedule 14C.
 2. We note that you have not yet responded to the staff’s comments issued on March 17,

Qin Long
Rub A Dub Soap, Inc. April 16, 2008
Page 2
2008 regarding your Current Report on Form 8-K, dated November 14, 2007.  Please
respond to these comments as soon as possible.
*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

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

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Qin Long
Rub A Dub Soap, Inc. April 16, 2008 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Please contact Jessica Kane at (202) 551-3235 or Craig Slivka at (202) 551-3729
with any questions.
Sincerely,

Pamela Long Assistant Director
  cc: Scott Kline, Esq.
Thelen Reid Brown Raysman & Steiner LLP 101 Second Street, Suite 1800 San Francisco, California  94105

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

March 17, 2008
  Mr. Qin Long Chief Executive Officer, Rub A Dub Soap, Inc. No. 177, Chenyang Section 308 National Highway Danshan Industrial Area Qindao, China 266109
Re: Rub A Dub Soap, Inc.
Form 10-KSB for the fiscal year ended May 31, 2007
Form 8-K filed November 14, 2007
File No. 0-52142

 Dear Mr. Long:
We have reviewed your response to our letter dated January 29, 2008 and have the
following comment.  We ask that you respond by March 31, 2008
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 8-K filed November 14, 2007

Financial Statements
General

1. We have reviewed your response to our prio r comment number two from our letter dated
January 29, 2008.  Please clarify for us if the acquired subsidiaries operated under
common control in all financia l periods presented prior to  their acquisition in August
2007.  If the subsidiaries did not operate unde r common control, please tell us why you
believe it is appropriate to present their results on a combined basis.

Mr. Qin Long
Rub A Dub Soap, Inc.
March 17, 2008 Page 2

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Tricia Armelin, St aff Accountant, at (202) 551-
3747 or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief

<DOCUMENT>
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<SEQUENCE>1
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<TEXT>

                              RUB A DUB SOAP, INC.
                            No. 177, Chenyang Section
                              308 National Highway
                             DAnshan Industrial Area
                              Qindao, China 266109

                                February 6, 2008

Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7010
Attention: John Cash, Branch Chief,
Division                of Corporation Finance

        Re:       Rub A Dub Soap, Inc.
                  Form 10-KSB for the fiscal year ended May 31, 2007
                  Form 8-K filed November 14, 2007
                  File No. 0-52142

Ladies and Gentlemen:

     Your letter of January 29,  2008,  provided  five  comments  regarding  the
above-referenced  filings.  Those comments are addressed below. Please note that
effective  February 5, 2008,  the  transactions  described in the Stock Purchase
Agreement previously filed were consummated. A Form 8-K was filed on February 5,
2008,  containing  Form 10  information  including  financial  statements of the
acquired companies, and your are referred to such Form 8-K.

Form 10-KSB for the period ended May 31, 2007
---------------------------------------------

Evaluation of Disclosure controls and Procedures, page 9

1.   We note your disclosure that "Based on your  evaluation...  your disclosure
     controls and procedures  were designed to ensure that material  information
     relating to the Company is made known..." Your  disclosures to not indicate
     if your officers determined based on their evaluation, that your disclosure
     controls and procedures  were effective or  ineffective.  Please confirm to
     us, and revise  future  filings to  clarify,  if true,  that your  officers
     concluded that your disclosure  controls and procedures are effective.  See
     Exchange Act rule  13a-15(e).  This comment is also applicable to your Form
     10-Qs for the periods ended August 31, 2007 and November 30, 2007.

     We confirm that our officers  concluded  that our  disclosure  controls and
     procedures  were  effective.  Such  conclusions  will be  stated  in future
     filings.

<PAGE>

Securities and Exchange Commission
February 6, 2008
Page 2

Form 8-K filed November 14, 2007
--------------------------------

Financial Statements
General

2.   We note that you have entered into a stock purchase agreement with Zhongsen
     International  Company Group,  Ltd.  Please clarify for us why you have not
     included the financial statements of Zhongsen  International Company Group,
     Ltd.  but  instead  have   included  the   financial   statements   of  its
     subsidiaries.  In addition,  please clarify why the financial statements of
     Qingdao  Free-Trading Zone Sentaida  International Trade Co., Ltd., Qingdao
     Sentaida Tires Co., Ltd, and Zhongsen Trading Co., Ltd. have been presented
     on  a  combined  basis.   In  this  regarding,   please  clarify  if  these
     subsidiaries operate under common control.

     Zhongsen  International  Company Group Limited  ("Zhongsen")  was formed in
     July 2007 and acquired the  subsidiaries in August 2007 for which financial
     information  was  presented.  The  historical  financial  statements of the
     acquired subsidiaries are presented on a combined basis for the reason that
     they are now companies under common control.

3.   Please  tell us what  consideration  you gave to  including  the  quarterly
     financial statements of the subsidiaries of Zhongsen  International Company
     Group, Ltd. in accordance with Item 310 of Regulation S-B.

     A Form 8-K was filed on October 29, 2007,  reporting  that  Registrant  had
     entered into the Stock Purchase  Agreement to acquire Zhongsen.  Subsequent
     to entering into this  Agreement,  the management of Zhongsen was preparing
     to make presentations to various financial  professionals about the company
     and its future. Such presentations would have provided material information
     about  Registrant  that was not in the public  domain,  and  Registrant and
     Zhongsen  concluded that a disclosure  under Regulation FD of the financial
     information included in the presentations was appropriate.

Combined Statements of Cash Flows, page 4
-----------------------------------------

4.   Please  tell us how you  determine  it was under  SFAS 95 to  include  your
     restricted  cash  balances  in the  beginning  and  ending  cash  and  cash
     equivalents balances.

     According  to  paragraph  7 of SFAS 95,  the total  amount of cash and cash
     equivalents  at the  beginning and end of the period shown in the statement
     of cash flows shall be the same amounts as  similarly  titled line items or
     subtotals  shown in  statements  of  financial  position as of those dates.
     Paragraph 8 of SFAS 95 states that cash equivalents are short-term,  highly
     liquid investments that are readily convertible to known amount of cash and
     their  maturity  are so near  that  they  represent  insignificant  risk of
     changes in value because of changes in interest rates. The Company included
     the  restricted  cash in cash and cash  equivalents  because it is cash, it
     need not to be converted to cash. It is cash deposit in bank  specially for
     issuing letter of credit, note payable and transaction of foreign currency.
     Usually most of the term of deposits is within 90 days or less, though some

<PAGE>
Securities and Exchange Commission
February 6, 2008
Page 3

     are within six months.  Therefore,  the Company believes it was appropriate
     to include  restricted  cash  balances in the beginning and ending cash and
     cash equivalent balances.

     However,  due to the cash that is restricted,  the change of the restricted
     cash  should be shown in the cash flows from  investing  activities  on the
     cash flow statement instead of being combined with the other cash balances.

     The Company will make restatement for the 2006's statement of cash flows.

Note 2. Summary of significant accounting policies Revenue Recognition
----------------------------------------------------------------------

5.   With a view  towards  future  disclosure,  please  provide  us  with a more
     specific and  comprehensive  discussion of how you have considered SAB 104.
     In this regard,  please also clarify if you recognize revenue upon shipment
     of your products.

     The  Company's  consideration  for  revenue  recognition:  SAB 104 has four
     criteria  that the public  has to follow:  (1)  Persuasive  evidence  of an
     arrangement  exists;  (2)  delivery  has  occurred  or  services  have been
     rendered; (3) the seller's price to the buyer is fixed or determinable; (4)
     collectibility is reasonably  assured.  The Company recognizes revenue when
     title and risk of loss passes to the customer and the above  criteria  have
     been met.  Besides  the  above  criteria,  for FTZ  Sentaida  and  Zhongsen
     trading, they are recognize revenue upon shipment of products.

     Finally, Registrant acknowledges to the Staff that:

     o    The  company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure is their filings;

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

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

<PAGE>

Securities and Exchange Commission
February 6, 2008
Page 4

     If you require further information about this letter or the Form 8-K filing
made  February  5,  2008,  please  contact  Iris Cui at  86-532-8779-8766,  FAX:
86-532-8779-8950.

                                         Very truly yours,

                                         RUB A DUB SOAP, INC.

                                         By:  /s/ Qin Long
                                              ----------------------------------
                                              Qin Long,  Chief Executive Officer

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 29, 2008
  Mr. Kevin Halter Jr. President, Rub A Dub Soap, Inc. 2591 Dallas Parkway, suite 102 Frisco, TX  75034
Re: Rub A Dub Soap, Inc.
Form 10-KSB for the fiscal year ended May 31, 2007 Form 8-K filed November 14, 2007 File No. 0-52142

 Dear Mr. Halter:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-KSB for the period ended May 31, 2007

Evaluation of Disclosure Cont rols and Procedures, page 9

1. We note your disclosure that “Based on your  evaluation…your disclo sure controls and
procedures were designed to ensure that ma terial information relating to the Company is
made known…”  Your disclosu res do not indicate if your officers determined based on
their evaluation, that your disclosure cont rols and procedures were effective or
ineffective.  Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your di sclosure controls and procedures are effective.  See
Exchange Act Rule 13a-15(e).  This comment is also applicable to your Form 10-Qs for
the periods ended August 31, 2007 and November 30, 2007.

Mr. Kevin Halter, Jr.
Rub A Dub Soap, Inc.
January 29, 2008 Page 2

Form 8-K filed November 14, 2007

Financial Statements
General

2. We note that you have entered into a st ock purchase agreement with Zhongsen
International Company Group, Lt d.  Please clarify for us w hy you have not included the
financial statements of Zhongsen Internat ional Company Group, Ltd. but instead have
included the financial statements of its subs idiaries.  In addition, please clarify why the
financial statements of  Qi ngdao Free-Trading Zone Sentaida International Trade Co.,
Ltd., Qingdao Sentaida Tires Co., Ltd, a nd Zhongsen Trading Co., Ltd have been
presented on a combined basis.  In this rega rd, please clarify if these subsidiaries operate
under common control.

3. Please tell us what consideration you gave to  including the quarterly financial statements
of the subsidiaries of Zhongsen Interna tional Company Group, Ltd. in accordance with
Item 310 of Regulation S-B.
 Combined Statements of Cash Flows, page 4

4. Please tell us how you determined it was a ppropriate under SFAS 95 to include your
restricted cash balances in the beginning and ending cash and cash equivalents balances.

Note 2. Summary of significant accounting policies
Revenue Recognition

5. With a view towards future disclosure, pl ease provide us with a more specific and
comprehensive discussion of how you have considered SAB 104.  In this regard, please
also clarify if you recognize reve nue upon shipment of your products.
 As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Mr. Kevin Halter, Jr.
Rub A Dub Soap, Inc.
January 29, 2008 Page 3

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Tricia Armelin, St aff Accountant, at (202) 551-
3747 or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief