SecProbe.io

CORRESP
 1
 filename1.htm

 Intelligent
Bio Solutions Inc.

 135
West 41 st Street, 5 th Floor

 New
York, NY 10036

 September
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Washington,
DC 20549

 Re:
 Intelligent
 Bio Solutions Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-286489

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Intelligent Bio Solutions Inc., a Delaware corporation (the "Company"),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 4:30 P.M. (Eastern Time) on September 10, 2025, or as soon thereafter as possible on such date.

 Very
 truly yours,

 Intelligent
 Bio Solutions Inc.

 By:

 /s/
 Spiro Sakiris

 Name:

 Spiro
 Sakiris

 Title:

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 Intelligent
Bio Solutions Inc.

 135 West 41 st Street , 5 th Floor

 New
York, NY 10036

 September
5, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Washington,
DC 20549

 Re:
 Intelligent
 Bio Solutions Inc.

 Registration
 Statement on Form S-3

 Filed
 August 22, 2025

 File
 No. 333-289814

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Intelligent Bio Solutions Inc., a Delaware corporation (the "Company"),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 4:30 P.M. (Eastern Time) on September 9, 2025, or as soon thereafter as possible on such date.

 Very
 truly yours,

 Intelligent
 Bio Solutions Inc.

 By:

 /s/
 Spiro Sakiris

 Name:

 Spiro
 Sakiris

 Title:

 Chief
 Financial Officer

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

Harry Simeonidis
Chief Executive Officer
Intelligent Bio Solutions Inc.
135 West 41st Street, 5th Floor
New York, NY 10036

 Re: Intelligent Bio Solutions Inc.
 Registration Statement on Form S-3
 Filed August 22, 2025
 File No. 333-289814
Dear Harry Simeonidis:

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

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

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Johnathan C. Duncan, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Harry Simeonidis
Chief Executive Officer and President
Intelligent Bio Solutions Inc.
135 West, 41st Street
5th Floor
New York, New York 10036

 Re: Intelligent Bio Solutions Inc.
 Registration Statement on Form S-3
 Filed April 11, 2025
 File No. 333-286489
Dear Harry Simeonidis:

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

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

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Johnathan C. Duncan
</TEXT>
</DOCUMENT>

CORRESP
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Intelligent
Bio Solutions Inc.

142
West, 57th Street, 11th Floor

New
York, NY 10019

March
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Intelligent
    Bio Solutions Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-278025

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 5:00 P.M. (Eastern Time) on March 27, 2024, or as soon thereafter as possible on such date.

    Very
    truly yours,

    Intelligent
    Bio Solutions Inc.

    By:
    /s/
    Spiro Sakiris

    Name:
    Spiro
    Sakiris

    Title:
    Chief
    Financial Officer

United States securities and exchange commission logo
March 22, 2024
Harry Simeonidis
Chief Executive Officer
Intelligent Bio Solutions Inc.
142 West 57th Street, 11th Floor
New York, NY 10019
Re:Intelligent Bio Solutions Inc.
Registration Statement on Form S-3
Filed March 18, 2024
File No. 333-278025
Dear Harry Simeonidis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Johnathan Duncan, Esq.

United States securities and exchange commission logo
March 13, 2024
Harry Simeonidis
Chief Executive Officer
Intelligent Bio Solutions Inc.
142 West 57th Street, 11th Floor
New York, NY 10019
Re:Intelligent Bio Solutions Inc.
Registration Statement on Form S-3
Filed March 4, 2024
File No. 333-277642
Dear Harry Simeonidis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino

CORRESP
1
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Intelligent
Bio Solutions Inc.

142
West, 57th Street, 11th Floor

New
York, NY 10019

March
13, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Intelligent
    Bio Solutions Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-277642

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 4:30 P.M. (Eastern Time) on March 15, 2024, or as soon thereafter as possible on such date.

    Very truly yours,

    Intelligent Bio Solutions Inc.

    By:
    /s/
    Spiro Sakiris

    Name:
    Spiro
    Sakiris

    Title:
    Chief
    Financial Officer

CORRESP
1
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Intelligent
Bio Solutions Inc.

142
West, 57th Street, 11th Floor

New
York, NY 10019

September
29, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Intelligent
    Bio Solutions Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-273219

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 5:30 P.M. (Eastern Time) on September 29, 2023, or as soon thereafter as possible on such date.

    Very
    truly yours,

    Intelligent
    Bio Solutions Inc.

    By:

    /s/
    Spiro Sakiris

    Name:

    Spiro
    Sakiris

    Title:

    Chief
    Financial Officer

CORRESP
1
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Ladenburg
Thalmann & Co. Inc.

640
Fifth Avenue, 4th Floor

New
York, New York 10019

September
29, 2023

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
  Intelligent Bio Solutions Inc.

Registration
Statement on Form S-1 (Registration No. 333-273219)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

Ladenburg
Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs
in the request by Intelligent Bio Solutions Inc. that the effective date of the above-referenced registration statement be accelerated
to 5:30 p.m. (Eastern Time), or as soon as practicable thereafter, on September 29, 2023, pursuant to Rule 461 under the Securities Act.
Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    LADENBURG
    THALMANN & CO. INC.

    By:

    /s/
    Nicholas Stergis

    Name:
    Nicholas
    Stergis

    Title:
    Managing
    Director

CORRESP
1
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September
5, 2023

VIA
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Benjamin Richie

Re: Intelligent
                                            Bio Solutions Inc.

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

Filed
July 27, 2023

File
No. 333-273219

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Intelligent Bio Solutions Inc. (the “Company” or “INBS”)
in response to the comment letter, dated August 8, 2023, of the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to
Registration Statement on Form S-1 filed on July 27, 2023(the “Registration Statement”). The Company’s Amendment
No. 2 to Registration Statement (the “Amended Registration Statement”) has been filed with the Commission.

For
your convenience, we have repeated the comment prior to the response in italics. The references to page numbers in the headings are to
the Registration Statement.

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

The
Offering, page 10

1.
We note that you are registering for a primary offering of a significant amount of shares of your common stock, more than the amount
currently outstanding, including common stock that is part of the Class A Units and that is underlying the Series E Convertible Preferred
Stock (with respect to the Class B Units), the warrants included in the Class A and Class B Units and the Representative’s Warrants.
Please revise to include risk factor disclosure describing the impact of sales in connection with this offering, including the risk and
impact of potential stock price volatility and potential sales of a substantial portion of your shares.

Response:

The
Company notes the Staff’s comment and has added a risk factor describing the impact of the sale of a significant amount of shares
in connection with the offering, including with regard to the risk and impact of potential stock price volatility and potential sales
of a substantial amount of shares.

Smart
In

Your
World®

  Securities
                                            and Exchange Commission

                                            September
                                            5, 2023

Risk
Factors

There
are material limitations with making preliminary estimates of our financial results for the period ended June 30, 2023..., page 36

2.
We refer to your statement that your “actual financial results for the period ended June 30, 2023, may differ materially from the
preliminary financial estimates [you] have provided” and that investors “should not to place undue reliance on the preliminary
estimates.” If you choose to disclose preliminary estimates, you should be able to assert that the actual results are not expected
to differ materially from that reflected in the preliminary estimates. Further, it is not appropriate to directly or indirectly disclaim
liability for statements in your registration statement. Accordingly, please delete these statements or revise to specifically state
that you take liability for these statements.

Response:

The
Company notes the Staff’s comment and has removed disclosure of preliminary estimates.

*
* *

Should
you have any questions regarding the foregoing, please do not hesitate to contact Johnathan Duncan at (212) 745-9539.

    Sincerely,

    ARENTFOX
    SCHIFF LLP

    /s/
    Johnathan C. Duncan

    By:
    Johnathan
    C. Duncan

cc: Harry
                                            Simeonidis, CEO and President

United States securities and exchange commission logo
August 8, 2023
Harry Simeonidis
Chief Executive Officer
Intelligent Bio Solutions Inc.
142 West 57th Street, 11th Floor
New York, New York 10019
Re:Intelligent Bio Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 27, 2023
File No. 333-273219
Dear Harry Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
The Offering, page 10
1.We note that you are registering for a primary offering of a significant amount of shares of
your common stock, more than the amount currently outstanding, including common
stock that is part of the Class A Units and that is underlying the Series E Convertible
Preferred Stock (with respect to the Class B Units), the warrants included in the Class A
and Class B Units and the Representative's Warrants. Please revise to include risk factor
disclosure describing the impact of sales in connection with this offering, including the
risk and impact of potential stock price volatility and potential sales of a substantial
portion of your shares.

 FirstName LastNameHarry Simeonidis
 Comapany NameIntelligent Bio Solutions Inc.
 August 8, 2023 Page 2
 FirstName LastName
Harry Simeonidis
Intelligent Bio Solutions Inc.
August 8, 2023
Page 2
Risk Factors
There are material limitations with making preliminary estimates of our financial results for the
period ended June 30, 2023..., page 36
2.We refer to your statement that your "actual financial results for the period ended June 30,
2023, may differ materially from the preliminary financial estimates [you] have provided"
and that investors "should not to place undue reliance on the preliminary estimates." If
you choose to disclose preliminary estimates, you should be able to assert that the actual
results are not expected to differ materially from that reflected in the preliminary
estimates. Further, it is not appropriate to directly or indirectly disclaim liability for
statements in your registration statement. Accordingly, please delete these statements or
revise to specifically state that you take liability for these statements.
            Please contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino

CORRESP
1
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July
27, 2023

VIA
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Benjamin Richie

    Re:
    Intelligent
    Bio Solutions Inc.

    Registration
    Statement on Form S-1

    Filed
    July 12, 2023

    File
    No. 333-273219

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Intelligent Bio Solutions Inc. (the “Company” or “INBS”)
in response to the comment letter, dated July 19, 2023, of the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement
on Form S-1 filed on July 12, 2023 (the “Registration Statement”). The Company’s Amendment No. 1 Registration
Statement (the “Amended Registration Statement”) has been filed with the Commission.

For
your convenience, we have repeated the comment prior to the response in italics.

Registration
Statement on Form S-1 filed July 12, 2023

Incorporation
of Certain Information by Reference, page 77

1. We note that you do not currently appear to be eligible to incorporate information by reference.
Refer to General Instruction VII.C of Form S-1. We further note that you incorporate by reference the information required by Item 11(l)
of Form S-1, which includes the information required by Item 402 of Regulation S-K. This Item requires information as of the last completed
fiscal year. Please revise to either (i) specifically include all required information incorporated by reference or (ii) file your 2023
Annual Report on Form 10-K, including the information required by Item 402 of Regulation S-K, and revise your incorporation by reference
section to specifically incorporate by reference the 10-K.

Response:

The
Company notes the Staff’s comment and has expanded its disclosure in the Amended Registration Statement to specifically include
all required information previously incorporated by reference.

*  *  *

  Securities and Exchange Commission

                                July 27, 2023

Should
you have any questions regarding the foregoing, please do not hesitate to contact Johnathan Duncan at (212) 745-9539.

    Sincerely,

    ARENTFOX SCHIFF LLP

    /s/ Johnathan C. Duncan

    By:
    Johnathan C. Duncan

cc: Harry Simeonidis, CEO and President

United States securities and exchange commission logo
July 19, 2023
Harry Simeonidis
Chief Executive Officer
Intelligent Bio Solutions Inc.
142 West 57th Street, 11th Floor
New York, New York 10019
Re:Intelligent Bio Solutions Inc.
Registration Statement on Form S-1
Filed July 12, 2023
File No. 333-273219
Dear Harry Simeonidis:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed July 12, 2023
Incorporation of Certain Information by Reference, page 77
1.We note that you do not currently appear to be eligible to incorporate information by
reference.  Refer to General Instruction VII.C of Form S-1.  We further note that you
incorporate by reference the information required by Item 11(l) of Form S-1, which
includes the information required by Item 402 of Regulation S-K.  This Item requires
information as of the last completed fiscal year.  Please revise to either (i) specifically
include all required information incorporated by reference or (ii) file your 2023 Annual
Report on Form 10-K, including the information required by Item 402 of Regulation S-K,
and revise your incorporation by reference section to specifically incorporate by reference
the 10-K.

 FirstName LastNameHarry Simeonidis
 Comapany NameIntelligent Bio Solutions Inc.
 July 19, 2023 Page 2
 FirstName LastName
Harry Simeonidis
Intelligent Bio Solutions Inc.
July 19, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino

CORRESP
1
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Intelligent
Bio Solutions Inc.

142
West, 57th Street, 11th Floor

New
York, NY 10019

June
26, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

  Re:
  Intelligent
  Bio Solutions Inc.

  Registration
  Statement on Form S-1

  File
  No. 333-272463

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 4:30 P.M. (Eastern Time) on June 27, 2023, or as soon thereafter as possible on such date.

    Very truly yours,

    Intelligent Bio Solutions Inc.

    By:

    /s/
    Spiro Sakiris

    Name:

    Spiro
    Sakiris

    Title:
    Chief
    Financial Officer

United States securities and exchange commission logo
June 12, 2023
Harry Simeonidis
Chief Executive Officer and President
Intelligent Bio Solutions Inc.
142 West 57th Street, 11th Floor
New York, New York 10019
Re:Intelligent Bio Solutions Inc.
Registration Statement on Form S-1
Filed June 6, 2023
File No. 333-272463
Dear Harry Simeonidis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Johnathan C. Duncan, Esq.

United States securities and exchange commission logo
October 12, 2022
Spiro Sakiris
Chief Financial Officer
GBS Inc.
WeWork c/o GBS Inc.
142 West, 57th Street, 11th Floor
New York, New York 10019
Re:GBS Inc.
10-K for the Fiscal Year Ended June 30, 2022
Filed September 22, 2022
File No. 001-39825
Dear Spiro Sakiris:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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September
30, 2022

Attn:
Julie Sherman/Brian Cascio

Division
of Corporation Finance, Office of Life Science

Securities
and Exchange Commission

Washington,
DC 20549

Re:
GBS Inc. 10-K for the Fiscal Year Ended June 30, 2022, Filed September 22, 2022, File No: 001-39825

Dear
Sir/Madam:

We
are submitting this letter on behalf of GBS Inc. (the “Company”, or “GBS”), in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail
dated September 22, 2022, relating to the Company’s Annual Report on Form 10-K, filed with the Commission on September 22, 2022.
The Company is concurrently filing an amendment on Form 10-K/A, which reflects changes to the Form 10-K, that includes responses to the
Staff’s comments.

For
reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment.
Unless otherwise indicated, page references in the descriptions of the Staff’s comments and response letter refer to the Annual
Report on Form 10-K.

Item
9A. Controls and Procedures, page 50

1.
We note your disclosure that this Annual Report on Form 10-K does not include a report of management’s assessment regarding internal
control over financial reporting due to a transition period established by the rules of the SEC for newly public companies. Since this
is your second 10-K these transition rules no longer apply. Please amend your filing to include management’s assessment of internal
control and revise your Exhibit 31 certifications accordingly. We refer you to Item 308 of Regulation S-K.

Response:
The Company acknowledges that the SEC transition rules no longer apply to the Company in relation to Regulation S-K Item 308 - Internal
control over financial reporting, as this relates to the Company’s second Form 10-K filing. The relevant additional paragraphs
have been inserted into the Form 10-K/A (amendment no 1), and the following is the Company’s proposed disclosure contained that
would be contained in the Form 10-K/A:

    1

ITEM
9A. CONTROLS AND PRECEDURES

 

a)
Disclosure and control procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the
effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of the end of the period covered by this report on Form 10-K/A, and have concluded that, based on such evaluation,
our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting
as of June 30, 2022 as described below.

Notwithstanding the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by
this report, we believe that our consolidated financial statements and other information contained in our annual report on Form 10-K
present fairly, in all material respects, our business, financial condition and results of operations for the periods presented.

b)
Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a -15(f) under the Exchange Act. Our internal control was designed to provide reasonable assurance to our management and board of directors
regarding the preparation and fair presentation of published financial statements.

Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial
statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will
not be prevented or detected on a timely basis.

The
effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including
the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate
misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any
system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,
not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must
reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits
of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate
for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial
reporting.

    2

 Management
assessed the effectiveness of our internal control over financial reporting as of June 30, 2022, based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on
this assessment, management concluded that our internal control over financial reporting was not effective as of June 30, 2022, due to
the material weaknesses described below.

Material
Weaknesses

As
a result of the assessment, management concluded that the Company’s internal control over financial reporting was ineffective as
of the evaluation date due to the following material weaknesses in control environment, risk assessment, control activities, information
and communication and monitoring:.

The
lack of sufficient financial reporting and accounting personnel with appropriate knowledge of US GAAP and SEC reporting requirements
to prepare consolidated financial statements and related disclosures in accordance with US GAAP and SEC reporting requirements.

Remediation
Plan

Management
is committed to continuing with the steps necessary to remediate the control deficiencies that constituted the above material weaknesses.
Since the IPO, we made the following enhancements to our control environment:

a.
We added accounting and finance personnel to provide additional individuals to allow for segregation of duties in the preparation and
review of schedules, calculations, and journal entries that support financial reporting, to provide oversight, structure and reporting
lines, and to provide additional review over our disclosures;

b.
We enhanced our controls to improve the preparation and review over complex accounting measurements, and the application of GAAP to significant
accounts and transactions, and our financial statement disclosures;

c.
We plan to engage independent experts when complex transactions are entered;

d.
We plan to recruit additional financial reporting and accounting personnel with adequate knowledge of US GAAP and SEC rules; and

e.
We are in the process of engaging outside consultants to assist us in our evaluation of the design, implementation, and documentation
of internal controls that address the relevant risks, and that provide for appropriate evidence of performance of our internal controls
(including completeness and accuracy procedures).

Under
the direction of the audit committee of the board of directors, management will continue to take measures to remediate the material weakness
in the fiscal year 2023. As such, we will continue to enhance corporate oversight over process-level controls and structures to ensure
that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness.

As
we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional
measures to address control deficiencies or modifications to the remediation plan are necessary.

This
Annual report on Form 10K/A, does not include an attestation report of our independent registered public accounting firm due to a transition
period established by rules of the SEC for “emerging growth companies”.

    3

Changes
in Internal Control Over Financial Reporting

Other
than the ongoing remediation effort, described above, there have been no changes to the Company’s internal controls over financial
reporting (as defined in Rules 13a-15(f) and 15d 15(f) under the Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting

Your
Sincerely

Spiro
Sakiris

Chief
Financial Officer (CFO)

    4

United States securities and exchange commission logo
September 22, 2022
Spiro Sakiris
Chief Financial Officer
GBS Inc.
WeWork c/o GBS Inc.
142 West, 57th Street , 11th Floor
New York, New York 10019
Re:GBS Inc.
10-K for the Fiscal Year Ended June 30, 2022
Filed September 22, 2022
File No. 001-39825
Dear Mr. Sakiris:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2022
Item 9A. Controls and Procedures, page 50
1.We note your disclosure that this Annual Report on Form 10-K does not include a report
of management’s assessment regarding internal control over financial reporting due to a
transition period established by the rules of the SEC for newly public companies.  Since
this is your second 10-K these transition rules no longer apply. Please amend your filing
to include management’s assessment of internal control and revise your Exhibit
31 certifications accordingly. We refer you to Item 308 of Regulation S-K.
            In closing, 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.

 FirstName LastNameSpiro Sakiris
 Comapany NameGBS Inc.
 September 22, 2022 Page 2
 FirstName LastName
Spiro Sakiris
GBS Inc.
September 22, 2022
Page 2
            You may contact Julie Sherman at (202) 551-3640 or Brian Cascio, Accounting Branch
Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

GBS
Inc.

420
Lexington Ave, Suite 300

New
York, NY 10170

April
18, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    GBS
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-264218

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, GBS Inc., a Delaware corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on April 20, 2022, or as soon thereafter as possible on such date.

    Very
    truly yours,

    GBS
    Inc.

    By:

    /s/
    Spiro Sakiris

    Name:

    Spiro
    Sakiris

    Title:

    Chief
    Financial Officer

United States securities and exchange commission logo
April 14, 2022
Steven Boyages, MB BS PhD
Interim Chief Executive Officer
GBS Inc.
420 Lexington Ave, Suite 300
New York, NY 10170
Re:GBS Inc.
Registration Statement on Form S-3
Filed April 8, 2022
File No. 333-264218
Dear Dr. Boyages:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Johnathan C. Duncan, Esq.

CORRESP
1
filename1.htm

GBS,
Inc.

708
Third Avenue, 6th Floor, New York NY 10017

March
29, 2021

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Deanna Virginio, Esq.

    Re:

    Request for Acceleration

    GBS,
        Inc.

        Registration
        Statement on Form S-1

    Filed February 16, 2021

    File No. 333-252277

Dear
Ms. Virginio,

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), GBS, Inc. (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-252277) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 4:00P.M., Washington, D.C. time, on
Wednesday, March 31, 2021, or as soon thereafter as practicable.

    Very truly yours,

    /s/
    Harry Simeonidis

    Name: Harry Simeonidis

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

    Schiff
                                         Hardin LLP

        901
        K Street NW

        Suite
        700

        Washington,
        DC 20001

    T
                                         202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
                                         F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

March
9, 2021

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.,Washington, D.C. 20549

Attn: Deanna Virginio, Attorney

    Re:
    GBS
    Inc.

    Registration
    Statement on Form S-1

    Filed
    February 16, 2021

    File
    No. 333-252277

Dear
Ms. Virginio:

On
behalf of GBS, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated March 5, 2021 with respect to the Company’s Registration
Statement on Form S-1 (the “Original Filing”), filed on February 16, 2021 by the Company. For your convenience, the
text of the Staff’s comment is set forth below in bold, followed by the Company’s response. Please note that all references
to page numbers in the responses are references to the page numbers in revised and amended registration statement (the “Amended
Filing”), filed concurrently with the submission of this letter in response to the Staff’s comment.

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

Results
of Operations, page 34

1.
We note your revised disclosure in response to our prior comment. In addition to the interim periods, please revise your disclosure
to include a discussion of the Company’s results of operations covering the full fiscal years presented in your financial
statements. Refer to Instruction 1 to Item 303(b) of Regulation S-K for guidance.

Response:
The Amended Filing has been revised to include the above-referenced discussion of the Company’s results of operations.

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

Cc:
Harry Simeonidis, CEO and President

United States securities and exchange commission logo
March 5, 2021
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, NY 10017
Re:GBS Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 16, 2021
File No. 333-252277
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 4, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Results of Operations, page 34
1.We note your revised disclosure in response to our prior comment. In addition to the
interim periods, please revise your disclosure to include a discussion of the
Company's results of operations covering the full fiscal years presented in your financial
statements.  Refer to Instruction 1 to Item 303(b) of Regulation S-K for guidance.

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 March 5, 2021 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
March 5, 2021
Page 2
            You may contact Deanna Virginio at (202) 551-4530 or Joe McCann at (202) 551- 6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alec F. Orudjev, Esq.

CORRESP
1
filename1.htm

    Schiff
                                         Hardin LLP

        901
        K Street NW

        Suite
        700

        Washington,
        DC 20001

    T
                                         202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
                                         F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

February
16, 2021

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Deanna Virginio, Attorney

    Re:
    GBS
    Inc.

    Registration
    Statement on Form S-1

    Filed
    January 21, 2021

    File
    No. 333-252277

Dear
Ms. Virginio:

On behalf of GBS, Inc.
(the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission contained in its letter dated February 4, 2021 with respect to the Company’s Registration Statement
on Form S-1 (the “Original Filing”), filed on January 21, 2021 by the Company. For your convenience, the text
of the Staff’s comment is set forth below in bold, followed by the Company’s response. Please note that the Company
will revise and amend the Original Filing to address the foregoing comment, which filing will be filed concurrently with the
submission of this response letter.

Registration
Statement on Form S-1

General

1.
Please revise your prospectus to include the information required by Item 11 of Form S-1. In this regard, we note that you do
not include disclosure required under parts (a)-(d), (h), (k) and (l) of Item 11 of Form S-1. Alternatively, please explain to
us why such disclosure is not required.

Response:
The Original Filing has been revised to include the Item 11 disclosures referenced in the comment above.

**************

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

Cc:
Harry Simeonidis, CEO and President

United States securities and exchange commission logo
February 4, 2021
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, NY 10017
Re:GBS Inc.
Registration Statement on Form S-1
Filed January 21, 2021
File No. 333-252277
Dear Mr. Simeonidis:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-1
General
1.Please revise your prospectus to include the information required by Item 11 of Form S-1.
In this regard, we note that you do not include disclosure required under parts (a)-(d), (h),
(k) and (l) of Item 11 of Form S-1. Alternatively, please explain to us why such disclosure
is not required.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 February 4, 2021 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
February 4, 2021
Page 2
statement.
            You may contact Deanna Virginio at (202) 551-4530 or Joe McCann at (202) 551-
6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alec F. Orudjev, Esq.

CORRESP
1
filename1.htm

December
21, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    GBS
    INC.

    Registration
    Statement on Form S-1 (Registration No. 333-232557)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

Dawson
James Securities, Inc. (“Dawson”), as representative of the underwriters for the referenced offering, hereby
concurs in the request by GBS Inc. that the effective date of the above-referenced registration statement be accelerated to 4:30
p.m. (Eastern Time), or as soon as practicable thereafter, on December 22, 2020, pursuant to Rule 461 under the Securities Act.
Dawson affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    DAWSON
    JAMES SECURITIES, INC.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    CEO

CORRESP
1
filename1.htm

GBS
Inc.

708
Third Avenue, 6th Floor

New
York, NY 10017

December
21, 2020

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Tim Buchmiller, Esq.

    Re:
    Request
    for Acceleration

    GBS
    Inc. - Registration Statement on Form S-1

    Filed
    December 21, 2020

    File
    No. 333-232557

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), GBS Inc. (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1, as amended to date (SEC File No. 333-232557)
(“Registration Statement”) be accelerated and that such Registration Statement become effective at 4:30P.M., Washington,
D.C. time, on December 22, 2020, or as soon thereafter as practicable.

    Very
    truly yours,

    GBS,
    Inc.

    /s/
    Harry Simeonidis

    Name:
    Harry Simeonidis

    Title:
    Chief Executive Officer and President

CORRESP
1
filename1.htm

December
21, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:

    GBS
    INC.

    Registration
    Statement on Form S-1 (Registration No. 333-232557)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

Dawson
James Securities, Inc. (“Dawson”), as representative of the underwriters for the referenced offering, hereby
concurs in the request by GBS Inc. that the effective date of the above-referenced registration statement be accelerated to 4:30
p.m. (Eastern Time), or as soon as practicable thereafter, on December 22, 2020, pursuant to Rule 461 under the Securities Act.
Dawson affirms that it is aware of its obligations under the Securities Act in connection with this offering.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will
be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of
the securities, as many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    DAWSON
    JAMES SECURITIES, INC.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert D. Keyser, Jr.

    Title:
    CEO

CORRESP
1
filename1.htm

    Schiff
        Hardin LLP

        901
        K Street NW

        Suite
        700

        Washington,
        DC 20001

    T
        202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
        F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

December
18, 2020

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
T. Buchmiller, Attorney

    Re:
    GBS
    Inc.

    Amendment
    No. 10 to Registration Statement on Form S-1

    Filed
    December 8, 2020

    File
    No. 333-232557

Dear
Mr. Buchmiller:

On
behalf of GBS, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated December 14, 2020 with respect to the Company’s
Registration Statement on Form S-1/A (the “Original Filing”), filed on December 8, 2020 by the Company. For your convenience,
the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please
note that all references to page numbers in the responses are references to the page numbers in revised and amended registration
statement (the “Amended Filing”), filed concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment
No. 10 to Registration Statement of Form S-1 filed December 8, 2020

General

1.
Exhibit 4.6 stipulates that an investor must submit to the exclusive jurisdiction of state and federal courts located in the City
of New York for all legal proceedings arising out of or relating to the common stock warrant. Revise the disclosure in the section
captioned “Risk Factors” and in the prospectus to make clear whether this provision applies to actions arising under
the Securities Act or the Exchange Act. We note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or its rules and regulations and Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or its rules and regulations. If this provision applies to Securities Act claims, revise
the disclosure in the prospectus to state that there is uncertainty on whether a court would enforce the provision and that investors
cannot waive compliance with the federal securities laws and their rules and regulations. If this provision does not apply to
actions arising under the Securities Act or the Exchange Act, ensure that the provision and the disclosure in the prospectus both
state this clearly.

Response:
The Exhibit in question has been revised, in pertinent part, to state that the provisions of the paragraph will not apply
to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. The revised Exhibit has been refiled in the Amended Filing.

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

United States securities and exchange commission logo
December 14, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:GBS Inc.
Amendment No. 10 to Registration Statement on Form S-1
Filed December 8, 2020
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 24, 2020 letter.
Amendment No. 10 to Registration Statement of Form S-1 filed December 8, 2020
General
1.Exhibit 4.6 stipulates that an investor must submit to the exclusive jurisdiction of state and
federal courts located in the City of New York for all legal proceedings arising out of or
relating to the common stock warrant. Revise the disclosure in the section captioned "Risk
Factors" and in the prospectus to make clear whether this provision applies to actions
arising under the Securities Act or the Exchange Act. We note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or its rules and regulations and Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or its rules and

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 December 14, 2020 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
December 14, 2020
Page 2
regulations. If this provision applies to Securities Act claims, revise the disclosure in the
prospectus to state that there is uncertainty on whether a court would enforce the provision
and that investors cannot waive compliance with the federal securities laws and their rules
and regulations. If this provision does not apply to actions arising under the Securities Act
or the Exchange Act, ensure that the provision and the disclosure in the prospectus both
state this clearly.
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino, Esq.

CORRESP
1
filename1.htm

    Schiff
        Hardin LLP

        901
        K Street NW

        Suite
        700

        Washington,
        DC 20001

    T
        202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
        F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

December
7, 2020

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
T. Buchmiller, Attorney

    Re:
    GBS
    Inc.

    Amendment
    No. 9 to Registration Statement on Form S-1

    Filed
    November 16, 2020

    File
    No. 333-232557

Dear
Mr. Buchmiller:

On
behalf of GBS, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission contained in its letter dated November 24, 2020 with respect
to the Company’s Registration Statement on Form S-1/A (the “Original Filing”), filed on November 16, 2020
by the Company. For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each
case by the Company’s responses. Please note that all references to page numbers in the responses are references to the
page numbers in revised and amended registration statement (the “Amended Filing”), filed concurrently with the
submission of this letter in response to the Staff’s comments.

Recent
Developments, page 1

    1.
    We
    note your disclosure that on May 1, 2020, your parent company, Life Science Biosensor Diagnostics Pty Ltd, filed a submission
    with the FDA for the Saliva Glucose Biosensor Diagnostic Test. Given the passage of time, please update your disclosure to
    indicate the status of your submission.

Response:
           Following the Company’s 513(g) submission to the
FDA (dated May 1, 2020), the FDA staff determined that the Company was eligible to pursue the De Novo application
pathway for the Saliva Glucose Biosensor Diagnostic Test and appointed an Acting Branch Chief from the Diabetes Diagnostic Devices
Branch as the contact person for the matter. The Company has commenced planning discussions with the FDA Office of In Vitro Diagnostics
and Radiological Health and the Office of Product Evaluation and Quality pertaining to the clinical development and study plan
of the Saliva Glucose Biosensor. LSBD has completed the supplier evaluation process and identified a suitable partner to
implement the clinical plan once approved by the FDA. The Amended Filing disclosures have been updated to reflect the foregoing
on page 1.

Description
of Our Securities, page 96

    2.
    We
    note your revised disclosure that your amended and restated certificate of incorporation authorizes you to issue 100 million
    shares of common stock and 10 million shares of preferred stock. Please file an amended certificate of incorporation that
    reflects these authorized shares or revise your disclosure as appropriate.

Response:
           The amendment to the Company’s Certificate of Incorporation reflecting the foregoing change has been filed as an exhibit
to the Amended Filing.

General

    3.
    Please
    include all non-430A information in your next amendment. We note, for example, the blank in “Common stock outstanding
    after this offering” on page 10.

Response:             The updates responsive to the above comment have been made in the Amended Filing.

**************

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

Cc:
Harry Simeonidis, CEO and President

United States securities and exchange commission logo
November 24, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:GBS Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed November 16, 2020
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 23, 2020 letter.
Amendment No. 9 to Registration Statement on Form S-1
Recent Developments, page 1
1.We note your disclosure that on May 1, 2020, your parent company, Life Science
Biosensor Diagnostics Pty Ltd, filed a submission with the FDA for the Saliva Glucose
Biosensor Diagnostic Test.  Given the passage of time, please update your disclosure to
indicate the status of your submission.
Description of Our Securities, page 96
2.We note your revised disclosure that your amended and restated certificate of
incorporation authorizes you to issue 100 million shares of common stock and 10 million
shares of preferred stock.  Please file an amended certificate of incorporation that reflects

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 November 24, 2020 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
November 24, 2020
Page 2
these authorized shares or revise your disclosure as appropriate.
General
3.Please include all non-430A information in your next amendment.  We note, for example,
the blank in "Common stock outstanding after this offering" on page 10.
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino, Esq.

CORRESP
1
filename1.htm

    Schiff
        Hardin LLP

        901
        K Street NW

        Suite 700

        Washington, DC 20001

    T
        202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
        F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

November 13, 2020

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
T. Buchmiller, Attorney

    Re:
    GBS
    Inc.

    Registration
    Statement on Form S-1

    Filed
    October 20, 2020

    File
    No. 333-232557

Dear
Mr. Buchmiller:

On
behalf of GBS, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated October 23, 2020 with respect to the Company’s Registration
Statement on Form S-1/A (the “Original Filing”), submitted on October 20, 2020 by the Company. For your convenience,
the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please
note that all references to page numbers in the responses are references to the page numbers in revised and amended registration
statement (the “Amended Filing”), filed concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment
No. 8 to Registration Statement on Form S-1 Exhibits

1.
Please file a legality opinion that opines on the Units being offered. Please note that a binding obligation opinion is appropriate
for the legality of the Units. For guidance, see Section II.B.1.h of Staff Legal Bulletin No. 19.

Response:
The Schiff Hardin LLP opinion has been revised to address the comment above and filed as Exhibit 5.1 to the Amended Filing.

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

United States securities and exchange commission logo
October 23, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:GBS Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed October 20, 2020
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 7, 2020 letter.
Amendment No. 8 to Registration Statement on Form S-1
Exhibits
1.Please file a legality opinion that opines on the Units being offered.  Please note that a
binding obligation opinion is appropriate for the legality of the Units.  For guidance, see
Section II.B.1.h of Staff Legal Bulletin No. 19.

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 October 23, 2020 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
October 23, 2020
Page 2
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino, Esq.

CORRESP
1
filename1.htm

    Schiff
        Hardin LLP

        901
        K Street NW

        Suite
        700

        Washington,
        DC 20001

    T
        202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
        F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

October
9, 2020

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
T. Buchmiller, Attorney

    Re:
    GBS
    Inc.

    Registration
    Statement on Form S-1

    Filed
    October 1, 2020

    File
    No. 333-232557

Dear
Mr. Buchmiller:

On
behalf of GBS, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated October 8, 2020 with respect to the Company’s Registration
Statement on Form S-1/A (the “Original Filing”), filed on October 1, 2020 by the Company. For your convenience, the
text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please
note that all references to page numbers in the responses are references to the page numbers in revised and amended registration
statement (the “Amended Filing”), filed concurrently with the submission of this letter in response to the Staff’s
comments.

Our
Company, page 1

1.
We note your response to prior comment 3 and your disclosure that “the launch of the Saliva Glucose Biosensor, or “SGB”
will now follow the SARS-CoV-2 Test.” Please revise your disclosure in this section to disclose, if true, that the company
does not anticipate that any material use of the proceeds from this offering will be used for the development of the SARS-CoV-2
Test. Given your current negative working capital, and your response that you will not use a material use or proceeds for that
test, please also disclose how you intend to develop this test.

Response:
 The Company does not anticipate the development of the recognition element of the biosensor specific to SARS-CoV-2 test to
have a material incremental impact on the use of proceeds from the offering. The Amended Filing has been revised on page 1 and
page 38.

With
respect to the Company’s intention to develop the SARS-CoV-2 test, the Company’s expectation is that the only incremental
development for SARS-CoV-2 will be on the molecular recognition component. This is because the Biosensor technology is a platform
technology, and the critical difference between applications such as Saliva Glucose Biosensor (SGB) & SARS-CoV-2 testing is
the molecular recognition component, with the rest of the components being identical. The SGB development will continue as previously
disclosed. The references in the S-1/A Registration Statement which convey this overall point are the following:

    Page
    55
    “
        In these biosensors, a molecular recognition element can simply be integrated directly into the device structure, and
        in the case of the SGB, the recognition element is GOX.”

    Page
    57
    “As
        discussed above, the architecture of the Biosensor Platform allows the recognition element of the biosensor to be exchanged.
        Accordingly, the GOX element used to detect glucose in the case of the SGB can be substituted with antibodies specific
        to SARS-CoV-2, cancer biomarkers, immunological tests (including SARS-CoV-2 antibodies test), hormones and other biomarkers.
        The substitute recognition element will generate an electrical current signal that is detected in a manner identical to
        the SGB. Given the underlying sensing mechanism is unaltered, we believe the technical risk associated with the development
        of other tests for biomarkers other than glucose is low.”

    Page
    57
    The
        access to market for COV2 testing will be faster than glucose as a result of the “Emergency Use Authorisation”
        programme.

        “For
        the COV2T we intend to use the section 564 of the Federal Food, Drug and Cosmetic (FD&C) Act, that there is a public
        health emergency that has a significant potential to affect national security or the health and security of United States
        citizens living abroad, and that involves a novel (new) coronavirus”

    Page
    59
    “The
        SGB has been under continuous development for over six years, first by the University of Newcastle, Australia, then by
        the Licensor and us. The SGB is at advanced stages of development and is expected to achieve market launch within 18 months
        following this offering.”

    Page
    48
    “Our
        objective is to introduce and launch a COV2 test globally and then the Saliva Glucose Biosensor (referred to as the “SGB”),
        the second of our diagnostic tests that stem from the Biosensor Platform that we license, in the APAC Region. In the next
        four years we intend on developing the platform to its full capacity testing across the following diagnostic modalities.
        Immunology, Hormones, Chemistry, Tumour markers and Nucleic Acid tests.”

Summary
Financial Data, page 11

2.
We do not note any revised disclosure in response to prior comment 2. Please revise proforma net loss per share and pro forma
weighted average number of shares outstanding to reflect the mandatory conversion of Series A Convertible Preferred stock and
convertible notes. Also, disclose the pro forma common shares outstanding as of the most recent balance sheet date to reflect
the mandatory conversions, both here and on page 41.

Response:
The Amended Filing has been revised on page 11 and page 41.

Capitalization,
page 41

3.
Please reconcile for us the actual to pro forma additional paid-in capital. In this regard, we note the difference attributable
to $5,133,706, but the remaining difference is not clear.

Response:
The pro forma additional paid-in capital $19,320,446, comprises of:

    ●
    $10,899,942
    as of the actual additional paid-in capital;

    ●
    $5,133,706
                                         as of the aggregated outstanding principal amount of the convertible notes issued by
                                         our 99% owned subsidiary, GBS Pty Ltd, as of June 30, 2020, which will be automatically
                                         converted into 355,274 shares of Common Stock at a price per share equal to 85% of the
                                         public offering price in this offering (or $14.45, assuming a public offering price of
                                         $17.00);

    ●
    $3,294,745
    as of the cash subscriptions for 439,299 shares of Series A Convertible Preferred Stock after June 30, 2020; and

    ●
    ($7,946) transfer to par value of Common Stock
    for 794,573 shares (355,274 shares converted from the convertible notes, plus 429,299 shares of Series A Convertible Preferred
    Stock after June 30, 2020).

The
Amended Filing has been revised on page 41.

Consolidated
Financial Statements

Report
of Independent Registered Public Accounting Firm, page F-3

4.
We note that part of the audit report appears to be omitted from your filing. Please include a complete audit report in an amended
filing.

Response:
The complete audit report has been filed as an exhibit to the Amended Filing.

Exhibits
and Financial Statement Schedules, page II-4

5.
Please file your financial statements, and each exhibit to your filing, in the proper text-searchable format. See Item 301 of
Regulation S-T.

Response:
The text-searchable format financial statements and audit report have been filed as exhibits to the Amended Filing.

**************

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

Cc:
Harry Simeonidis, CEO

Spiro
Sakiris, CFO

Ralph
V. De Martino, Esq.

United States securities and exchange commission logo
October 7, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:GBS Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed October 1, 2020
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 2, 2020 letter.
Amendment No. 6 to Registration Statement on Form S-1
Our Company, page 1
1.We note your response to prior comment 3 and your disclosure that "the launch of the
Saliva Glucose Biosensor, or "SGB" will now follow the SARS-CoV-2 Test."  Please
revise your disclosure in this section to disclose, if true, that the company does not
anticipate that any material use of the proceeds from this offering will be used for the
development of the SARS-CoV-2 Test.  Given your current negative working capital, and
your response that you will not use a material use or proceeds for that test, please also
disclose how you intend to develop this test.

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 October 7, 2020 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
October 7, 2020
Page 2
Summary Financial Data, page 11
2.We do not note any revised disclosure in response to prior comment 2.  Please revise pro
forma net loss per share and pro forma weighted average number of shares outstanding to
reflect the mandatory conversion of Series A Convertible Preferred stock and convertible
notes.  Also, disclose the pro forma common shares outstanding as of the most recent
balance sheet date to reflect the mandatory conversions, both here and on page 41.
Capitalization, page 41
3.Please reconcile for us the actual to pro forma additional paid-in capital.  In this regard,
we note the difference attributable to $5,133,706, but the remaining difference is not
clear.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-3
4.We note that part of the audit report appears to be omitted from your filing.  Please
include a complete audit report in an amended filing.
Exhibits and Financial Statement Schedules, page II-4
5.Please file your financial statements, and each exhibit to your filing, in the proper text-
searchable format.  See Item 301 of Regulation S-T.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino, Esq.

CORRESP
1
filename1.htm

    Schiff
        Hardin LLP

        901
        K Street NW

        Suite 700

        Washington, DC 20001

    T
        202.778.6400

        F
        202.778.6460

    schiffhardin.com

    Alec
        F. Orudjev

        (202)
        724.6846

        aorudjev@schiffhardin.com

September
30, 2020

VIA
SEC EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
T. Buchmiller, Attorney

    Re:
    GBS
    Inc.

    Registration
    Statement on Form S-1

    Filed
    August 6, 2020

    File
    No. 333-232557

Dear
Mr. Buchmiller:

On
behalf of GBS, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated September 2, 2020 with respect to the Company’s
Registration Statement on Form S-1/A (the “Original Filing”), submitted on August 6, 2020 by the Company. For your
convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in revised and amended registration
statement (the “Amended Filing”), filed concurrently with the submission of this letter in response to the Staff’s
comments.

Our
Company, page 1

1.
Please revise to explain clearly the stage of development of COVID-19 diagnostic test and where that stage of development stands
in relation to other tests that are currently being used or developed. Please also revise to explain clearly the nature of the
“collaboration” to which you refer, including the obligations of each party and the status of the efforts. File the
agreement with Wyss as an exhibit.

    Response:
    The
    Amended Filing has been revised on pages 2 and 47 to address the above-referenced comment. In addition, the Wyss agreement
    is filed an as exhibit (Exhibit 10.14) to the Amended Filing.

Summary
Financial Data, page 11

2.
Please provide pro forma net loss per share and weighted average number of shares outstanding to reflect the mandatory conversion
of Series A Convertible Preferred Stock and convertible notes, for the most recent fiscal year and any interim period. Also disclose
the pro forma common shares outstanding as of the most recent balance sheet date to reflect the mandatory conversions, here and
on page 41.

    Response:
    The
    Amended Filing has been revised on pages 11 and 41.

Use
of Proceeds, page 38

3.
We note your disclosure that the launch of the Saliva Glucose Biosensor will now follow your proposed SARS-CoV-2 Test. Please
tell us whether a material use of proceeds from this offering will be for the development of your SARS-CoV-2 Test or revise your
disclosure as appropriate.

    Response:
    The
    Company does not anticipate any material use of the IPO proceeds to be used for the development of SARS-CoV-2 Antibodies Biosensor.

Consolidated
Financial Statements, Notes to Consolidated Financial Statements

Note
4. Licensing Rights, page F-16

4.
Please revise to disclose the significant terms of the license agreement, including royalty rates and milestone payments.

    Response:
    Note
    3, page F-13 in the Amended Filing has been revised to address the above-referenced comment.

Note
11. Subsequent Events, page F-19

5.
Please disclose (i) how you will account for your 50% interest in BiosenX, (ii) the amount you will record, and (iii) whether
you and BiosenX are entities under common control. Also tell us how you considered the financial statement requirements of Rule
8- 04 of Regulation S-X.

    Response:
    Note
    12, F-22 in the Amended Filing has been revised to address the above-referenced comment.

6.
We note a research agreement was entered into by your parent company and Wyss, on May 29, 2020. Please clarify your disclosure
to describe the extent you are a legal party to this agreement. Also, we note disclosure in the filing that you entered into the
agreement (e.g., see page F-9). Please revise your filing to ensure consistent disclosure.

    Response:
    The
    Amended Filing has been revised on pages 2, 47 and Note 3 F-13 to address the above-referenced comment.

7.
Please revise to disclose the significant terms of the June 23, 2020 agreement entered into by you and your parent company. For
example, disclose the minimum royalty provisions.

    Response:
    The
    Amended Filing has been revised on pages 7-8, 71-72 to address the above-referenced comment.

Signatures,
page II-5

8.
We note that Mr. Sakiris has signed the registration statement as attorney in fact for Dr. Boyages and Messrs. Towers and Fisher.
Please file the applicable powers of attorney as an exhibit to the registration statement. In this regard, we note these directors
do not appear to have executed a power of attorney filed with prior amendments to this registration statement.

    Response:
    The
    powers of attorney have been filed as exhibits (Exhibit 24.1 – 24.11) to the Amended Filing.

**************

Please
feel free to contact the undersigned at 202-724-6846 with any questions.

    Very
    truly yours,

    /s/
    F. Alec Orudjev

United States securities and exchange commission logo
September 2, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:GBS Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed August 6, 2020
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 19, 2019 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed August 6, 2020
Our Company, page 1
1.Please revise to explain clearly the stage of development of COVID-19 diagnostic test and
where that stage of development stands in relation to other tests that are currently being
used or developed.  Please also revise to explain clearly the nature of the "collaboration"
to which you refer, including the obligations of each party and the status of the efforts.
File the agreement with Wyss as an exhibit.
Summary Financial Data, page 11
2.Please provide pro forma net loss per share and weighted average number of shares
outstanding to reflect the mandatory conversion of Series A Convertible Preferred

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 September 2, 2020 Page 2
 FirstName LastName
Harry Simeonidis
GBS Inc.
September 2, 2020
Page 2
Stock and convertible notes, for the most recent fiscal year and any interim period.  Also
disclose the pro forma common shares outstanding as of the most recent balance sheet
date to reflect the mandatory conversions, here and on page 41.
Use of Proceeds, page 38
3.We note your disclosure that the launch of the Saliva Glucose Biosensor will now follow
your proposed SARS-CoV-2 Test.  Please tell us whether a material use of proceeds from
this offering will be for the development of your SARS-CoV-2 Test or revise your
disclosure as appropriate.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 4. Licensing Rights, page F-16
4.Please revise to disclose the significant terms of the license agreement, including royalty
rates and milestone payments.
Note 11. Subsequent Events, page F-19
5.Please disclose (i) how you will account for your 50% interest in BiosenX, (ii) the
amount you will record, and (iii) whether you and BiosenX are entities under common
control.  Also tell us how you considered the financial statement requirements of Rule 8-
04 of Regulation S-X.
6.We note a research agreement was entered into by your parent company and Wyss, on
May 29, 2020.  Please clarify your disclosure to describe the extent you are a legal party
to this agreement.  Also, we note disclosure in the filing that you entered into the
agreement (e.g., see page F-9).  Please revise your filing to ensure consistent disclosure.
7.Please revise to disclose the significant terms of the June 23, 2020 agreement entered into
by you and your parent company.  For example, disclose the minimum royalty provisions.
Signatures, page II-5
8.We note that Mr. Sakiris has signed the registration statement as attorney in fact for Dr.
Boyages and Messrs. Towers and Fisher.  Please file the applicable powers of attorney as
an exhibit to the registration statement.  In this regard, we note these directors do not
appear to have executed a power of attorney filed with prior amendments to this
registration statement.

 FirstName LastNameHarry Simeonidis
 Comapany NameGBS Inc.
 September 2, 2020 Page 3
 FirstName LastName
Harry Simeonidis
GBS Inc.
September 2, 2020
Page 3
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino, Esq.

CORRESP
1
filename1.htm

    GRAUBARD
                                         MILLER

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    Facsimile

    Direct
    Dial Number

    (212)
    818-8881

    (212)
    818-8602

    Email
    Address

    eschwartz@graubard.com

    September
    18, 2019

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    GBS
    Inc. (formerly Glucose Biosensor Systems (Greater China) Holdings, Inc.)

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    August 21, 2019

    File
    No. 333-232557

Ladies
and Gentlemen:

On
behalf of Glucose Biosensor Systems (Greater China) Holdings, Inc. (the “Company”), we respond as follows to
the Staff’s comment letter, dated August 29, 2019, relating to the above-captioned Registration Statement on Form S-1 (“Registration
Statement”). Captions and page references herein correspond to those set forth in the amended filing of the Registration
Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the response to each
comment immediately thereafter.

Amendment
No. 2 to Registration Statement on Form S-1 filed August 21, 2019

Exclusive
Form Selection, page 84

 1. We
                                         note your disclosure that “[o]ur stockholders investors will not be deemed to have
                                         waived compliance with the federal securities laws and the rules and regulations thereunder.”
                                         We note your similar disclosure in the last risk factor on page 32. As requested by our
                                         prior comment 2 in our letter dated August 16, 2019, please revise your prospectus to
                                         disclose that investors cannot waive compliance with the federal securities laws and
                                         the rules and regulations promulgated thereunder. Please also expand your related risk
                                         factor on page 32 to address the increased costs for investors to bring a claim to which
                                         your exclusive forum provision applies in the Court of Chancery or the federal district
                                         court for the District of Delaware.

The
Company has revised the disclosure on pages 32 and 85 of the Registration Statement as requested.

*************

Securities
and Exchange Commission

September
18, 2019

Page
2

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/
Eric T. Schwartz

Eric
T. Schwartz

    cc:
    Mr.
    Harry Simeonidis

    Spencer
    G. Feldman, Esq.

August 29, 2019
Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:Glucose Biosensor Systems (Greater China) Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 21, 2019
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 16, 2019 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed August 21, 2019
Exclusive Forum Selection, page 84
1.We note your disclosure that "[o]ur stockholders investors will not be deemed to have
waived compliance with the federal securities laws and the rules and regulations
thereunder."  We note your similar disclosure in the last risk factor on page 32.  As
requested by our prior comment 2 in our letter dated August 16, 2019, please revise your
prospectus to disclose that investors cannot waive compliance with the federal securities
laws and the rules and regulations promulgated thereunder.  Please also expand your
related risk factor on page 32 to address the increased costs for investors to bring a claim
to which your exclusive forum provision applies in the Court of Chancery or the federal
district court for the District of Delaware.

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 August 29, 2019 Page 2
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
August 29, 2019
Page 2
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio, Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Eric T. Schwartz, Esq.

CORRESP
1
filename1.htm

    Graubard
        Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    Facsimile

    Direct
    Dial Number

    (212)
    818-8881

    (212)
    818-8602

    Email
    Address

    eschwartz@graubard.com

August
21, 2019

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Glucose
    Biosensor Systems (Greater China) Holdings, Inc.

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

    Filed
    August 2, 2019

    File
    No. 333-232557

Ladies
and Gentlemen:

On
behalf of Glucose Biosensor Systems (Greater China) Holdings, Inc. (the “Company”), we respond as follows to
the Staff’s comment letter, dated August 16, 2019, relating to the above-captioned Registration Statement on Form S-1 (“Registration
Statement”). Captions and page references herein correspond to those set forth in the amended filing of the Registration
Statement, a copy of which has been marked with the changes from the prior filing of the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the response to each
comment immediately thereafter.

Amendment
No. 1 to Registration Statement on Form S-1 filed August 2, 2019

Management,
page 64

    1.
    Exhibits
    10.5 and 10.7 indicates that Mr. Syrmalis is your chief executive officer and that your President and Chief Financial Officer
    report to him, contrary to your disclosure in this section. Please revise or advise. Please also reconcile your disclosure
    on page 71 regarding the terms of the referenced employment agreements with Exhibits 10.5 and 10.7.

Mr.
Sakiris reports to Mr. Simeonidis and Mr. Simeonidis reports to the board of directors. Dr. Syrmalis is not the Company’s
Chief Executive Officer. The Company has revised Exhibits 10.5 and 10.7 accordingly. In addition, the Company has revised Exhibits
10.5 and 10.7 and the disclosure on page 71 of the Registration Statement in order to reconcile the terms of the exhibits with
the disclosure.

Determination
of Offering Price, page 86

    2.
    We
    note that your forum selection provision in exhibit 3.1 identifies the Court of Chancery of the State of Delaware as the exclusive
    forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies
    to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
    exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
    rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
    courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
    thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty
    as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities
    laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act
    or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly.

The
Company has revised Exhibit 3.1 to clarify that the exclusive forum provision does not apply to suits brought to enforce any liability
or duty created by the Exchange Act or the rules and regulations thereunder or any other claim for which the federal courts have
exclusive jurisdiction, and that, as to any action arising under the Securities Act, the Court of Chancery and the federal district
court for the District of Delaware will have concurrent jurisdiction. The Company has revised the disclosure on pages 32 and
84 of the Registration Statement to reflect the foregoing, and to state that, to the extent the exclusive forum provision restricts
the courts in which our stockholders may bring claims arising under the Securities Act, there is uncertainty as to whether a court
would enforce such provision.

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Eric T. Schwartz

    Eric
    T. Schwartz

    cc:
    Mr.
    Harry Simeonidis

    Spencer
    G. Feldman, Esq.

August 16, 2019
Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:Glucose Biosensor Systems (Greater China) Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 2, 2019
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 11, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed August 2, 2019
Management, page 64
1.Exhibits 10.5 and 10.7 indicates that Mr. Syrmalis is your chief executive officer and that
your President and Chief Financial Officer report to him, contrary to your disclosure in
this section.  Please revise or advise.  Please also reconcile your disclosure on page 71
regarding the terms of the referenced employment agreements with Exhibits 10.5 and
10.7.
Exclusive Forum Selection, page 84
2.We note that your forum selection provision in exhibit 3.1 identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 August 16, 2019 Page 2
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
August 16, 2019
Page 2
any “derivative action.”  Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  If the provision applies to Securities Act claims, please
also revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly.
            You may contact Michael Fay at (202) 551-3812 or Brian Cascio, Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Eric T. Schwartz, Esq.

CORRESP
1
filename1.htm

    Graubard
                                         Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8602

    email
    address

    eschwartz@graubard.com

August
2, 2019

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Glucose
    Biosensor Systems (Greater China) Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    July 5, 2019

    File
    No. 333-232557

Ladies
and Gentlemen:

On
behalf of Glucose Biosensor Systems (Greater China) Holdings, Inc. (the “Company”), we respond as follows to
the Staff’s comment letter, dated July 11, 2019, relating to the above-captioned Registration Statement on Form S-1 (“Registration
Statement”). Captions and page references herein correspond to those set forth in the amended filing of the Registration
Statement, a copy of which has been marked with the changes from the prior filing of the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the response to each
comment immediately thereafter.

Registration
Statement on Form S-1 filed July 5, 2019 Executive Compensation, page 70

    1.
    Please
    update the disclosure in this section to be as of your most recently completed fiscal year, June 30, 2019, including all required
    tables.

The
Company has revised the disclosure as requested on pages 70 and 71 of the Registration Statement.

Determination
of Offering Price, page 86

    2.
    We
    note your disclosure that there has been a “very limited public market” for your common stock. Revise to clarify
    where there has been a public market for your shares or revise as appropriate.

The
Company has revised the disclosure as requested on page 87 of the Registration Statement, to clarify that there currently
is no public market for its common stock.

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Eric T. Schwartz

    Eric
    T. Schwartz

    cc:
    Mr.
    Harry Simeonidis

    Spencer
    G. Feldman, Esq.

July 11, 2019
Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re:Glucose Biosensor Systems (Greater China) Holdings, Inc.
Registration Statement on Form S-1
Filed July 5, 2019
File No. 333-232557
Dear Mr. Simeonidis:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed July 5, 2019
Executive Compensation, page 70
1.Please update the disclosure in this section to be as of your most recently completed fiscal
year, June 30, 2019, including all required tables.
Determination of Offering Price, page 86
2.We note your disclosure that there has been a "very limited public market" for your
common stock.  Revise to clarify where there has been a public market for your shares or
revise as appropriate.

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 July 11, 2019 Page 2
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
July 11, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Michael Fay at (202) 551-3812 or Gary Todd, Senior Accountant, at
(202) 551-3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Eric T. Schwartz, Esq.

CORRESP
1
filename1.htm

    Graubard
                                         Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    direct
    dial number

    (212)
    818-8602

    facsimile

    email
    address

    (212) 818-8881

    eschwartz@graubard.com

July
3, 2019

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Glucose
    Biosensor Systems (Greater China) Holdings, Inc.

    Draft
    Registration Statement on Form S-1

    Filed
    May 13, 2019

    File
    No. 0001725430

Ladies
and Gentlemen:

On
behalf of Glucose Biosensor Systems (Greater China) Holdings, Inc. (the “Company”), we respond as follows to
the Staff’s comment letter, dated June 7, 2019, relating to the above-captioned Draft Registration Statement on Form S-1
(“Registration Statement”). Captions and page references herein correspond to those set forth in amended filing
of the Registration Statement, a copy of which has been marked with the changes from the prior filing of the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the response to each
comment immediately thereafter.

Draft
Registration Statement on Form S-1 submitted May 13, 2019

Prospectus
Summary, page 1

    1.
    If
    true, please disclose that to date you have not generated any revenues from sales of your intended products and that to date
    you have incurred net losses and negative cash flows from operations.

The
Company has not generated any revenues from sales of its intended products and has incurred net losses and negative cash
flows from operations to date. The Company has revised the disclosure as requested on page 3 of the Registration
Statement.

    Securities and Exchanage Commission

July 3, 2019

Page 2

    2.
    Please
    balance your disclosure that the SGB produces a signal directly correlated to the amount of glucose present in saliva with
    disclosure of whether you have any third-party clinical validation that supports a meaningful correlation between glucose
    present in saliva and glucose present in blood. If you do not have clinical evidence of a meaningful correlation at this time,
    please disclose in an appropriate location in your prospectus the basis for your belief that the measurement of salivary glucose
    is a meaningful proxy for blood glucose levels and include appropriate risk factor disclosure regarding your beliefs.

Numerous
research reports from various institutions have shown a direct relationship exists between blood glucose levels and the concentration
of glucose in saliva. See, for example, Gupta et al., Correlation of salivary glucose level with blood glucose level in diabetes
mellitus, J Oral Maxillofac Pathol. 2017 Sep-Dec; 21(3): 334–339; Hartman et al., Unhealthy Phenotype as Indicated by Salivary
Biomarkers: Glucose,	Insulin, VEGF-A, and IL-12p70 in obese Kuwaiti Adolescents, Journal of Obesity Volume 2016, Article ID
6860240; Patel et al., Comparison and correlation of glucose levels in serum and saliva of both diabetic and non- diabetic patients,
Journal of International Oral Health 2015; 7(8):70-76; Tiongco et al., Salivary glucose as a non-invasive biomarker of type 2
diabetes mellitus, J Clin Exp Dent. 2018 Sep 1;10(9):e902-e907; Bhattacharyya et al., Salivary glucose levels and oral candidal
carriage in Type 2 diabetics J Oral Biol Craniofac Res. 2018 Sep-Dec;8(3):158-164; Abd-Elraheem et al., Salivary changes in type
2 diabetic patients, Diabetes Metab Syndr. 2017 Dec;11 Suppl 2:S637-S641; Carramolino-Cuéllar et al., Salivary glucose
as a metabolic control marker in patients with type 2 diabetes, J Biol Regul Homeost Agents. 2017 Apr-Jun;31(2 Suppl 1):181-187;
Yousri et al., A systems view of type 2 diabetes-associated metabolic perturbations in saliva, blood and urine at different timescales
of glycaemic control, Diabetologia, 2015, Volume 58, Issue 8, pp 1855–1867; 	Jha et al., Estimation of salivary glucose
level and plasma glucose level in subjects with and without diabetes mellitus: a comparative study, NJIRM 2014; Vol. 5(3).May-June;
Mascarenhas et al., Effect of diabetes mellitus type 2 on salivary glucose – a systematic review and meta- analysis of observational
studies, PLoS ONE 9(7): e101706; Kumar et al., Correlation of salivary glucose, blood glucose and oral candida carriage in the
saliva of type 2 diabetics: a case-control study., Contemporary Clinical Dentistry, Jul-Sep 2014, Vol 5, Issue 3; Abiskshyeet
et al., Glucose estimation in the salivary secretion of diabetes mellitus patients, Diabetes, Metabolic Syndrome and Obesity:
Targets and Therapy 2012:5 149– 154. For further readings supporting the claim that blood glucose and salivary glucose levels
are positively correlated, see Andersson et al. Glucose concentration in parotid saliva after glucose/food intake in individuals
with glucose intolerance and diabetes mellitus, Eur J Oral Sci 1998; 106:931; Kortuen et al., Saliva glucose and blood glucose.
AM J Clin Pathol 1944; 14:70; Shela et al., Salivary glucose concentrations in patients with diabetes mellitus – a minimally
invasive technique for monitoring blood glucose levels. Pak J Pharm Sci 2001; 14:33-7; Kannan et al., Salivary glucose levels
and oral candida carriage in type II diabetics. Oral Surg Oral Med Oral Pathol Oral RadioIEndod2010; 109:706-11.

    Securities and Exchanage Commission

July 3, 2019

Page 3

Notwithstanding,
a few research papers have found no significant correlation between salivary and blood glucose levels. See Manjrekar PA, Hegde
A, Shrilaxmi, D’souza F, Kaveeshwar V, et al. (2012), Fructosamine in Non-diabetic First Degree Relatives of Type 2 Diabetes
Patients: Risk Assessor. J Clin Diagnostic Res. June, Vol-6(5): 770–77. doi: JCDR/2012/3863:0000; Vasconcelos ACU, Soares
MSM, Almeida PC, Soares TC (2010) Comparative study of the concentration of salivary and blood glucose in type 2 diabetic patients,
J Oral Sci Jun; 52(2):293–8.

Overall,
the Company believes there is abundant clinical evidence in independently reviewed scientific literature that saliva can be utilized
as a non-invasive alternative to blood to monitor glycemic status in diabetic patients.

The
Company has revised the disclosure on pages 2 and 46 of the Registration Statement to clarify the foregoing and include
certain references to the scientific literature. The Company will supplementally provide copies of the above-referenced
scientific literature upon request.

    3.
    We
    note your disclosure that the biosensor technology has been “extensively referenced in scientific literature.”
    It is unclear what this disclosure is intended to convey since you also appear to disclose that you have not generated clinical
    evidence to support regulatory clearance. If you elect to reference scientific literature please briefly indicate the nature
    of the references and provide balanced disclosure, including information regarding any reference with results that may not
    support that salivary glucose biosensors provide meaningful information for blood glucose monitoring.

While
the Company has not yet generated the clinical evidence that is specifically required for regulatory approval, the mode of action
of the biosensor, including the direct signal correlation with the amount of glucose, has been reviewed in numerous scientific
journal articles. See Biosensors and Bioelectronics, Volume 7, Issue 3, 1992, Pages 165-185; Int J Biochem Cell Biol. 2005 Apr;37(4):731-50;
J Diabetes Sci Technol. 2011; 5(5): 1068–1076); Applied Physics Letters 106(26), 2015; Applied Physics Letters 105(4):043303,
2014. The Company is not aware of any research indicating that the biosensor technology licensed by the Company does not operate
as described in the Registration Statement.

The
Company has revised the disclosure on page 46 of the Registration Statement to clarify the foregoing and include references
to the scientific literature. The Company has revised the disclosure on page 2 of the Registration Statement to insert a cross-referenced
to the fuller description on page 46. The Company will supplementally provide copies of the above-referenced journal articles
upon request.

    Securities and Exchanage Commission

July 3, 2019

Page 4

    4.
    Given
    your disclosure that the Licensor owns all of the intellectual property related to the biosensor technology, including any
    improvements made to the technology by you, and all data and any derivations related to the foregoing, briefly disclose how
    you intend to conduct business after your license agreement expires and include appropriate risk factor disclosure.

The
Company and the Licensor have entered into an amended and restated license agreement that does not provide for expiration of the
license. Instead, upon expiration of the last of the patents covered by the license, the license will cease to be exclusive and
the royalty fee will be reduced. The Company has revised the disclosure to reflect the foregoing on pages 5 and 61 of the
Registration Statement.

    5.
    We
    note the intended launch of other diagnostics tests. Briefly explain the status of development of those products. Also compare
    that status with the status of your SGB product.

The
Company has revised the disclosure as requested on pages 3 and 48 of the Registration Statement.

License
Agreement, page 3

    6.
    Revise
    the second paragraph to clarify whether you, your affiliates, the Licensor or its affiliates currently are capable of manufacturing
    your product.

Although
the Company, the Licensor and their respective affiliates are authorized under the License Agreement to manufacture the product,
the Company intends to outsource fabrication to an unrelated third-party. The Company has revised the disclosure on pages
4 and 59 of the Registration Statement to clarify the foregoing.

    7.
    Please
    briefly explain the reason for the geographic scope limitation of the License Agreement. If the Licensor has granted other
    licenses with different or overlapping scopes, please also disclose that fact and explain the extent of that scope. Please
    also explain the purpose and intended use of the demographic information and personally identifiable information, including
    health information, you are required to assemble.

The
Company has revised the disclosure as requested on pages 4, 59 and 60 of the Registration Statement.

Risks
We Face, page 5

    8.
    Revise
    your ninth bullet point to disclose, if true, that the Licensor may choose not to protect the intellectual property and proprietary
    rights.

The
Company has revised the disclosure as requested on page 5 of the Registration Statement.

    Securities and Exchanage Commission

July 3, 2019

Page 5

Implications
of being an Emerging Growth Company, page 6

    9.
    Please
    supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that
    you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities
    Act, whether or not they retain copies of the communications.

The
Company will supplementally provide to the Staff copies of all written communications presented to potential investors in reliance
on Section 5(d) of the Securities Act. No such written communications have been presented to investors to date.

Common
Stock to be Outstanding after this Offering, page 7

    10.
    Please
    tell us how the 1,861,706 outstanding shares of your Series A Convertible Preferred Stock is reconcilable to the information
    in your balance sheet as of December 31, 2018 and the information on pages F-15 and F-16.

Of
the 1,964,884 shares of Series A Convertible Preferred Stock outstanding, 742,378 shares were issued after December 31, 2018 (of
which 562,085 shares were issued after March 31, 2019). The reference to 1,222,506 shares outstanding on page F-15 represented
the number of shares outstanding as of December 31, 2018. The reference to 185,800 shares on page F-16 represented shares that
had not been allotted, but for which subscription funds had been received as of December 31, 2018. Page F-15 and F-16 did not
contain disclosure of shares that had not been allotted and for which funds had not been received as of December 31, 2018. The
Company has revised the disclosure on pages 7, 8 and F-15 of the Registration Statement to clarify the foregoing
and to update the disclosure to reflect the inclusion the financial statements for the nine month period ending March 31, 2019.

Our
parent company may exert significant influence..., page 30

    11.
    If
    true, please disclose that your decision not to seek exemption as a “controlled company” could change. If your
    decision could change with respect to relying on the exemptions, please include appropriate risk factor disclosure. Please
    also revise your disclosure in an appropriate section, such as pages 63-66, to specify the nature of the “controlled
    company” exemptions that would be available to you.

The
Company has revised the disclosure as requested on pages 30, 66 and 70 of the Registration Statement.

Use
of Proceeds, page 34

    12.
    Please
    clarify the extent to which the proceeds to be received will enable you to achieve the items specified in the first two bullet
    points.

The
Company has revised the disclosure as requested on page 34 of the Registration Statement.

    Securities and Exchanage Commission

July 3, 2019

Page 6

Liquidity
and Capital Resources, page 40

    13.
    We
    note the references to financial support from the shareholders of your parent entity in the third paragraph of Note 1 to your
    financial statements on page F-8. Please tell us why you have not included disclosure regarding those arrangements in this
    section or revise your disclosure as appropriate. In this regard, we also note your disclosure on page 10 that you do not
    currently have any arrangements or credit facilities in place as a source of funds. Please ensure that your disclosure is
    consistent throughout your prospectus. Please also file as exhibits the letters relating to the financial support those entities
    intend to provide.

The
Company has revised the disclosure as requested on pages 10, 40 and 75 of the Registration Statement.

Description
of Business, page 41

    14.
    We
    note your disclosure in the second risk factor on page 13. Please tell us the basis for your statement above figure 5 on page
    44 that the pictured technology allows mass volume printing at low cost or revise your disclosure as appropriate. Since you
    have not entered the mass production stage, please tell us why it is appropriate to depict this technology in your prospectus
    summary.

The
Company based the above-referenced statement on previously published research regarding the cost of manufacture of printed organic
electronic devices, like the Company’s product. See C.J. Mulligan, M. Wilson, G. Bryant, B. Vaughan, X. Zhou, W.J. Belcher,
P.C. Dastoor, Solar Energy Materials & Solar Cells 120 (2014) 9–17. As such, the Company believes the above-referenced
statement is justified. The Company has revised the disclosure on page 44 of the Registration Statement to reference the research.
The Company will supplementally provide copies of the above-referenced journal article upon request.

Because the printing technology
is an established technology, has been independently studied and already has been used to fabricate the product for testing purposes
(as disclosed in “Description of Business—Performance Testing, Current State of Development and

June 7, 2019
Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017
Re:Glucose Biosensor Systems (Greater China) Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted May 13, 2019
CIK No. 0001725430
Dear Mr. Simeonidis:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 13, 2019
Prospectus Summary, page 1
1.If true, please disclose that to date you have not generated any revenues from sales of your
intended products and that to date you have incurred net losses and negative cash flows
from operations.
2.Please balance your disclosure that the SGB produces a signal directly correlated to the
amount of glucose present in saliva with disclosure of whether you have any third-party
clinical validation that supports a meaningful correlation between glucose present in saliva
and glucose present in blood.  If you do not have clinical evidence of a
meaningful correlation at this time, please disclose in an appropriate location in your
prospectus the basis for your belief that the measurement of salivary glucose is a

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 June 7, 2019 Page 2
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
June 7, 2019
Page 2
meaningful proxy for blood glucose levels and include appropriate risk factor disclosure
regarding your beliefs.
3.We note your disclosure that the biosensor technology has been "extensively referenced in
scientific literature."  It is unclear what this disclosure is intended to convey since you also
appear to disclose that you have not generated clinical evidence to support regulatory
clearance.  If you elect to reference scientific literature please briefly indicate the nature of
the references and provide balanced disclosure, including information regarding any
reference with results that may not support that salivary glucose biosensors provide
meaningful information for blood glucose monitoring.
4.Given your disclosure that the Licensor owns all of the intellectual property related to the
biosensor technology, including any improvements made to the technology by you, and all
data and any derivations related to the foregoing, briefly disclose how you intend to
conduct business after your license agreement expires and include appropriate risk factor
disclosure.
5.We note the intended launch of other diagnostics tests.  Briefly explain the status of
development of those products.  Also compare that status with the status of your SGB
product.
License Agreement, page 3
6.Revise the second paragraph to clarify whether you, your affiliates, the Licensor or its
affiliates currently are capable of manufacturing your product.
7.Please briefly explain the reason for the geographic scope limitation of the License
Agreement.  If the Licensor has granted other licenses with different or overlapping
scopes, please also disclose that fact and explain the extent of that scope.  Please also
explain the purpose and intended use of the demographic information and personally
identifiable information, including health information, you are required to assemble.
Risks We Face, page 5
8.Revise your ninth bullet point to disclose, if true, that the Licensor may choose not to
protect the intellectual property and proprietary rights.
Implications of being an Emerging Growth Company, page 6
9.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 June 7, 2019 Page 3
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
June 7, 2019
Page 3
Common Stock to be Outstanding after this Offering, page 7
10.Please tell us how the 1,861,706 outstanding shares of your Series A Convertible
Preferred Stock is reconcilable to the information in your balance sheet as of December
31, 2018 and the information on pages F-15 and F-16.
Our parent company may exert significant influence..., page 30
11.If true, please disclose that your decision not to seek exemption as a "controlled company"
could change.  If your decision could change with respect to relying on the exemptions,
please include appropriate risk factor disclosure.  Please also revise your disclosure in an
appropriate section, such as pages 63-66, to specify the nature of the "controlled
company" exemptions that would be available to you.
Use of Proceeds, page 34
12.Please clarify the extent to which the proceeds to be received will enable you to achieve
the items specified in the first two bullet points.
Liquidity and Capital Resources, page 40
13.We note the references to financial support from the shareholders of your parent entity in
the third paragraph of Note 1 to your financial statements on page F-8.  Please tell us why
you have not included disclosure regarding those arrangements in this section or revise
your disclosure as appropriate.  In this regard, we also note your disclosure on page 10
that you do not currently have any arrangements or credit facilities in place as a source of
funds.  Please ensure that your disclosure is consistent throughout your prospectus.  Please
also file as exhibits the letters relating to the financial support those entities intend to
provide.
Description of Business, page 41
14.We note your disclosure in the second risk factor on page 13.  Please tell us the basis for
your statement above figure 5 on page 44 that the pictured technology allows mass
volume printing at low cost or revise your disclosure as appropriate.  Since you have not
entered the mass production stage, please tell us why it is appropriate to depict this
technology in your prospectus summary.
15.Please provide us your analysis of whether you are a "foreign private issuer," as defined in
Rule 405 of Regulation C.  In this regard, we note that you state your principal executive
offices are in New York, but that such offices are limited in size.  It is also unclear what
functions are performed there, given the geographic scope of the license, location of your
sole stockholder and its affiliates and location of your other management team members.

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 June 7, 2019 Page 4
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
June 7, 2019
Page 4
The Saliva Glucose Biosensor, page 46
16.Please briefly describe the technological claims protected by your patent.  Clarify whether
the China patent relates to similar or identical technological claims as your U.S. patent.
17.Briefly indicate how the biosensor communicates with the smart device and indicate how
the incorporation of the communication technology in the biosensor may impact cost.
Also, your disclosure indicates that you have successfully developed a product that
communicates with a smart device.  If that is not correct, please revise to eliminate that
implication.
Competition, page 62
18.Clarify the basis for the statements in the second paragraph given the status of your
product's development.
Management, page 63
19.We note your disclosure that Mr. Simeonidis has been with Farmaforce since March
2017.  It also appears that Mr. Becker and Mr. Sakiris are also currently employed by
entities other than the registrant.  If Messrs. Simeonidis, Becker and Sakiris will not be
full-time employees, please clarify and include any appropriate risk factor disclosure,
including any conflicts of interest, and reconcile with your disclosure on page 62 that you
have no part-time employees.  Also disclose Mr. Simeonidis' business experience between
April 2015 and March 2017.
20.Disclose Dr. Hei's business experience between February 2015 and August 2018.
Principal Stockholders, page 74
21.Please revise footnote 2 to disclose all natural person or persons who exercise the sole or
shared voting and/or dispositive powers with respect to your shares held by Life Science
Biosensor Diagnostics Pty Ltd.
22.Please expand the information in the table to account for the transactions referenced in the
second paragraph on page 84, as applicable.
Certain Transactions, page 75
23.Please tell us how you determined that any agreements relating to the employee sharing
arrangements discussed here are not required to be filed as exhibits in accordance with
Regulation S-K Item 601(b)(10) or file the agreements as appropriate.
Related Party Policy, page 76
24.Please disclose the standards to be applied in deciding whether to approve or ratify any
related party transaction.  Refer to Regulation S-K Item 404(b)(1)(ii).

 FirstName LastNameHarry Simeonidis
 Comapany NameGlucose Biosensor Systems (Greater China) Holdings, Inc.
 June 7, 2019 Page 5
 FirstName LastName
Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
June 7, 2019
Page 5
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
25.Please revise to provide the correct date above each of the balance sheets.  The headings
appear to be reversed.  Also, delete the label "audited" above the balance sheet derived
from your audited financial statements.  The audit report expresses an opinion on the
financial statements taken as a whole rather than on individual components of those
financial statements.
Consolidated Statements of Operations, page F-4
26.Please revise to round loss per share to two decimal places to avoid giving the impression
of more precision than exists, here and Note 13.
            You may contact Michael Fay at (202) 551-3812 or Gary Todd, Senior Accountant, at
(202) 551-3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Eric T. Schwartz, Esq.

CORRESP
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November 23, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

 Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.

Offering Statement on Form 1-A

File No. 024-10911

Dear Ms. Ravitz:

On behalf of Glucose Biosensor Systems (Greater China) Holdings,
Inc. (the “Company”), I hereby request qualification of the above-referenced offering statement at 4:00 p.m., Eastern
Time, November 27, 2018, or as soon thereafter as is practicable.

In making this request, the Company acknowledges that:

 · Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission
from taking any action with respect to the filing;

 · The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

Please contact Gary J. Simon of Hughes Hubbard & Reed LLP
at (212) 837-6770 with any questions. Also, please notify Mr. Simon when this request for qualification has been granted.

    Sincerely,

    /s/ Harry Simeonidis

    Harry Simeonidis

    President

CORRESP
1
filename1.htm

    Hughes
        Hubbard & Reed LLP

        One
        Battery Park Plaza

        New
        York, New York 10004-1482

        Telephone:
        212-837-6000

        Fax:
        212-422-4726

        hugheshubbard.com

        Gary
        J. Simon

        Chair,
        Securities and Capital Markets Group

        Direct
        Dial: 212 837-6770

        Direct
        Fax: (212 299-6770

        gary.simon@hugheshubbard.com

November 7, 2018

By EDGAR

Securities and Exchange Commission

100 F St., N.E.

Mail Stop 3030

Washington DC 20549

 Attention: Russell Mancuso

Branch Chief

 Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.

	Offering Statement on
Form 1-A

	Submitted October 19,
2018

	CIK
No. 001725430

Ladies and Gentlemen:

On behalf of our client,
Glucose Biosensor Systems (Greater China) Holdings, Inc. (the “Company”), set forth below are the Company’s responses
to the comment letter dated November 2, 2018 from the staff regarding the above-captioned offering statement filed by the Company
under the Securities Act of 1933. The numbered paragraphs and headings below correspond to the headings and numbers in the comment
letter and references in the responses below to exhibits and page numbers in the preliminary offering circular mean the exhibits
and pages in the Form 1-A/A filed concurrently herewith (“Amendment”). For your reference, preceding each response
in bold we have reproduced in italics the comment that corresponds thereto.

Lock-Up Agreement, page 97

1.       If,
as indicated by your response to prior comment 3, the issuer is subject to a six-month lock up, please revise the reference to
“we” in the first sentence to eliminate the implication that the duration of the issuer’s lock up is one year.

Response:

1.       The
referenced disclosure has been revised on pages 54 and 97 of the Amendment.

Consolidated Financial Statements

Report of Independent Registered Public
Accounting Firm, page F-3

2.       Please
amend the filing to have your auditor include an audit report that covers both periods presented in the audited financial statements
in the format required by PCAOB Auditing Standard 3101. Refer to Rule 2-02 of Regulation S-X and SEC Release 34-81916.

Response:

2.       The
audit report has been revised on page F-3 of the Amendment.

Consolidated Statement of Operations,
page F-5

3.       Please
revise to round loss per share to two decimal places to avoid giving the impression of more precision than exists.

Response:

3.       The
referenced disclosure has been revised on pages F-5, F-18, F-23 and F-33 of the Amendment.

Exhibit
Index

4.       Please
revise to comply with General Instruction III(b) to Form 1-A.

Response:

4.       The
exhibit index has been revised.

*  *  *  *  *

Acknowledgements

The Company acknowledges
that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

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

Please call me at (212)
837-6770 with any questions or comments regarding the foregoing. Thank you for your consideration.

    Very truly yours,

    /s/ Gary J. Simon

    Gary J. Simon

 cc: Harry Simeonidis

Dr. Jean-Claude Becker

Mail Stop 3030

November 2 , 2018

Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017

Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Offering Statement  on Form 1-A
Filed October 22, 2018
  File No. 024 -10911

Dear Mr. Simeonidis:

We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have  additional comments.

Lock -Up Agreement, page 97

1. If, as indicated by your response  to prior comment  3, the issuer  is subject to a six -month
lock up, please revise the reference to “we” in the first sentence to eliminate the
implication that the duration of the issuer ’s lock up is one year.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F -3

2. Please amend the filing to have your auditor include an audit report that covers both
periods presented in the audited financial  statements in the format required by PCAOB
Auditing Standard 3101.   Refer to Rule 2 -02 of Regulation S -X and SEC Release 34 -
81916.

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
November 2 , 2018
Page 2

 Consolidated Statement of Operations, page F -5

3. Please revise to round loss per share to two decimal places to avoid giving  the impression
of more precision than exists.

Exhibit Index

4. Please re vise to comply with General Instruction III(b) to Form 1 -A.

We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of the ir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form  1-K which
will be  due within 120 calendar days after the end of the fiscal year covered by the report .

You may contact Michael Fay  at (202) 551 -3812 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek  at (202) 551 -3641 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronic s and Machinery

cc:  Gary J. Simon —Hughes Hubbard & Reed LLP

CORRESP
1
filename1.htm

    Hughes
        Hubbard & Reed LLP

        One
        Battery Park Plaza

        New
        York, New York 10004-1482

        Telephone:
        212-837-6000

        Fax:
        212-422-4726

        hugheshubbard.com

        Gary
        J. Simon

        Chair,
        Securities and Capital Markets Group

        Direct
        Dial: 212 837-6770

        Direct
        Fax: (212 299-6770

        gary.simon@hugheshubbard.com

October 19, 2018

By EDGAR

Securities and Exchange Commission

100 F St., N.E.

Mail Stop 3030

Washington DC 20549

Attention: Russell Mancuso

  Branch Chief

 Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.

    Amendment No. 4 to Draft
Offering Statement on Form 1-A

    Submitted September 27,
2018

    CIK No. 001725430

Ladies and Gentlemen:

On behalf of our client,
Glucose Biosensor Systems (Greater China) Holdings, Inc. (the “Company”), set forth below are the Company’s responses
to the comment letter dated October 16, 2018 from the staff regarding the above-captioned offering statement filed by the Company
under the Securities Act of 1933. The numbered paragraphs and headings below correspond to the headings and numbers in the comment
letter and references in the responses below to exhibits and page numbers in the preliminary offering circular mean the exhibits
and pages in the fourth amended Form 1-A filed concurrently herewith (“Amendment No. 4”). For your reference, preceding
each response in bold we have reproduced in italics the comment that corresponds thereto.

Description of Our Securities, page 90

1.       We
note your response to prior comment 5. Please expand to clarify how the options described on page F-31 are included in your disclosure
on pages 15 and 43. We note, for example, that the disclosure on pages 15 and 43 refers to an issuance of warrants by you in connection
with an issuance of preferred stock. However, your disclosure on page F-31 appears to refer to an issuance of options in connection
with a note transaction.

Response:

1.       The
only warrants (formerly referred to as options per Australian custom) outstanding are those warrants described on pages 15 and
43 of Amendment No. 4 issued in connection with the placement of the Company’s Series A Convertible Preferred Stock with
an exercise price of $12.00 per share, which warrants are exercisable only during the one-year period commencing on the second
anniversary of the closing of the offering. The referenced disclosure regarding an issuance of options has been revised to reflect
the foregoing on page F-32 of Amendment No. 4. For the sake of clarity, there are no warrants or options outstanding other than
those described above and none were issued in connection with the notes transaction.

2.       Please
address that part of prior comment 5 asking you to tell us the nature of the activities conducted by the subsidiaries you do not
wholly own. Also tell us whether your disclosure regarding your 98% ownership of a subsidiary reflects the 12,083,333 shares to
be issued according to the first paragraph on page F-31.

Response:

2.       The
Company’s 98%-owned subsidiary, Glucose Biosensor Systems (Greater China) Pty Ltd (“Glucose Pty Ltd”), conducts
the activities as directed by the Company of dealing with the University of Newcastle in Australia as required in relation to product
development and regulatory approval. Glucose Pty Ltd also originally issued the outstanding notes that are convertible into 517,358
shares of the Company as disclosed on page 93 and elsewhere in the offering circular (see Note 3 to the June 30, 2017 financial
statements).

To further clarify
the disclosure regarding Glucose Pty Ltd, please note that the 98% ownership in this subsidiary will continue and is not convertible
in any way into securities of the Company. Accordingly, these are not part of the anticipated 12,083,333 common shares of Glucose
Biosensor Systems (Greater China) Holdings, Inc. at the closing of the IPO. This is explained on pages F-16 and F-17. The reference
to subscriptions for those shares in Note 7 to the June 30, 2017 financial statements does not impact the outstanding securities
of the Company.

Lock-up Agreement, page 95

3.       We
note your response to prior comment 1; however, this section indicates that the issuer has agreed to a one-year lock up while page
14 of exhibit 1.1 refers to a 180-day issuer lock up. Please clarify.

Response:

3.       The
lock-up period referenced on page 97 in the offering circular relates to the one year lock-up period for directors, officers and
5% holders as set forth in the Form of Lock-up Agreement refiled as Exhibit 6.6 with Amendment No. 4, whereas the lock-up period
referenced on page 14 of Exhibit 1.1 relates to the six month lock-up period for the Company.

Exhibits

4.       We
note your response to prior comment 7. Please re-submit Exhibit 6.6, as you stated in your letter to us dated September 11, 2018.
It appears such exhibit was not included with the amendment submitted September 11, 2018 or the amendment submitted September 28,
2018.

Response:

4.       Exhibit
6.6 has been refiled with Amendment No. 4.

5.        Please
tell us why you have not included the employment agreement with Ms. Gavrilenko mentioned on page 79.

Response:

5.        The
employment agreement with Ms. Gavrilenko has been filed as Exhibit 6.11 to Amendment No. 4.

* * * * *

Acknowledgements

The Company acknowledges
that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

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

Please call me at (212)
837-6770 with any questions or comments regarding the foregoing. Thank you for your consideration.

Very truly yours,

/s/ Gary J. Simon

Gary J. Simon

 cc: Harry Simeonidis

    Dr. Jean-Claude Becker

Mail Stop 3030

October 16 , 2018

Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017

Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Amendment No. 4 to Draft Offering Statement  on Form 1-A
Submitted September 28, 2018
  CIK No. 0001725430

Dear Mr. Simeonidis:

We have reviewed your amended draft offering statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information  and either submitting
an amended draft  offering statement or publicly filing your offering statement on EDGAR .  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.  After reviewing any amen dment
to your draft offering statement or filed offering statement and the information you provide in
response to these  comments, we may have  additional comments.

Description of Our Securities, page 90

1. We note your response to prior comment 5.  Please expand to clarify how the options
described on page F -31 are included in your disclosure on pages 15 and 43.  We note, for
example, that the disclosure on pages 15 and 43 refers to an issuance of warrants by you
in connection with an issuance of preferred stock.  How ever, your disclosure on page
F-31 appears to refer to an issuance of options in connection with a note transaction.

2. Please address that part of prior comment 5 asking you to tell us the nature of the
activities conducted  by the subsidiaries yo u do not wholly own.  Also tell us whether
your disclosure reg arding your 98% ownership of a subsidiary reflects the 12,083,333
shares to be issued according to the first paragraph on page F -31.

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
October 16 , 2018
Page 2

 Lock -up Agreement, page 95

3. We note your response to pri or comment 1; however, this section indicates that the issuer
has agreed to a one -year lock up while page 14 of exhibit 1.1 refers to a 180 -day issuer
lock up.  Please clarify.

Exhibits

4. We note your response to prior comment 7.  Please re -submit  Exhibit 6. 6, as you stated in
your letter to us dated September 11, 2018.  It appears such exhibit was not included  with
the amendment submitted September 11, 2018 or the amendment submitted September
28, 2018.

5. Please tell us why you have not included the employment agreement with Ms. Gavrilenko
mentioned on page 79.

You may contact Michael Fay  at (202) 551 -3812 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek  at (202) 551 -3641 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronic s and Machinery

cc:  Gary J. Simon —Hughes Hubbard & Reed LLP

Mail Stop 3030
September 21 , 2018

Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017

Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Amendment No. 3 to Draft Offering Statement on Form 1 -A
Submitted September 11, 2018
  CIK No. 0001725430

Dear Mr. Simeonidis:

We have reviewed your amended draft offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.   If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.  After reviewing any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.

Offering Circular

1. Please reconcile the minimum offering disclosed in your offering circular with the
revised mi nimum in section 3 of E xhibit 1.1. Also reconcile the lock -up period
mentio ned on page 95 with page 14 of E xhibit 1.1.

2. Please address in your O ffering Circular the Terms of Use mentioned in Section 3.10 of
Exhibit 6.10.  We note for example the arbitrat ion, release, indemnification, jurisdiction
and attorneys fees pro visions.  If the provisions of E xhibit 6.10 or the Terms of Use apply
to claims under the federal securities laws or if investors will be bound by the provisions,
please say so clearly in yo ur offering circular.  If any the provisions apply to claims under
the federal securities laws and the rules and regulations thereunder, revise to
affirmatively state (in both your offering circular and the appropriate exhibit) that, by
agreeing to these p rovisions, investors will not be deemed to have waived their rights
under the federal securities laws and the rules and regulations thereunder.  In addition: (1)
address any question under applicable law as to the enforceability of any of the

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
September 21 , 2018
Page 2

 provisions an d whether these provisions would apply to transferees, and (2) provide us
your analysis of whether the Terms of Use must be filed per Form  1-A Item 17(3) or
otherwise.

Principal Place of Business, page 79

3. We note your response to prior comment 3.  Expa nd the disclosure under the section
“Principal Place of Business,” on page 79 to clarify, if true, that the company’s “current”
principal   place of business is in the United States, that currently the company’s officers
or managers primarily direct, contro l and coordinate the company’s activities from the
United States and that the company expects its officers or managers primarily to direct,
control and coordinate the company’s activities from the Unites States  for the foreseeable
future.   Include in this disclosure an explanation of why the company believes that its
officers or managers currently primarily direct, control and coordinate the company’s
activities from the United States, as opposed to from Australia, particularly since it
appears that Dr. Bec ker is not currently engaged full time, but instead has for now
established an hourly arrangement.   Also explain that having a princ ipal place of business
in the United States  or Canada is a condition to the availability of the Regulation A
exemption for t he offering pursuant to Rule 251(b)(1) of Regulation A.

Security Ownership . . ., page 88

4. We note your revisions in response to prior comment 4.  Please clarify how Dr. Syrmalis
has sole voting and dispositive power over the shares held by L ife Science  Biosensor
Diagnostics , given the percentage ownership disclosure you added in the note after the
table.

Description of Our Securities, page 90

5. We note y our response to prior comment 5, your deletion of the phrase “wholly owned”
from page 7 , and your r evision on pages 74 and 75 identifying GBS Pty Ltd as your
parent and subsidiary.   Please tell us the portion of your subsidiaries that you do not own,
and the nature of the activities conducted by those subsidiaries.  Also tell us how the
options mentione d on page F -31 are reflected on page 15; it appears that the securities in
the first bullet point reflect only the warrants mentioned on page 43.

Unaudited Consolidated Financial Statements

6. We note that you present ordinary shares of your consolidated subsidiary, Glucose
Biosensor Systems (Greater China) Pty Ltd, on the face of the consolidated statement of
stockholders’ equity.   Based on your description of these shares, they appear to repre sent
non-controlling interests in your subsidiary.   Please appropriately revise the financial
statements to present non -controlling interests or explain to us how inclusion of those

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
September 21 , 2018
Page 3

 shares in the parent’s equity conforms to GAAP.   Refer to ASC 810 -10-45-15 through
45-24 and ASC 810 -10-50-1A.

Exhibits

7. Please reconcile your response to prior comment 1 with exhibit 6.6.  Also, tell us the
authority on which you rely to not  file a c omplete version of Exhibit 6.10; t he version
you filed appears to omit Exhi bit B.

8. We note the last sentence of your response to prior comment 3.  Please provide us your
analysis of whether information made available through the “Why Invest” page of the
iqbiosensor website must be filed per Form 1 -A Item 17(13).

9. Please addre ss prior comment 8 as it applies to the provisions mentioned in that comment
that remain in Exhibit 4.1.

You may contact Michael Fay at (202) 551 -3812 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the fina ncial statements and
related matters.  Please contact Geoff Kruczek at (202) 551 -3641 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
        Office of Electronics and Machinery

cc:  Gary J. Simon —Hughes Hubbard & Reed LLP

August 29, 2018

Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, NY 10017

Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Amendment No. 2 to Draft Offering Statement  on Form 1-A
Submitted  August 15, 2018
  CIK No. 0001725430

Dear Mr. Simeonidis :

We have reviewed your amended draft offering statement  and have the follo wing
comments.  In some  of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information  and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR .  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.  After reviewing any amendment
to your  draft  offering  statement or filed offering statement and the information you provide in
response to these  comments, we may have  additional comments.

Lock -up Agreements, page 53

1. We note your response to prior comment 9.  Please reconcile your disclosure in this
section and on pag e 94 regarding the duration of the lock -up period with Exhibit 6.6.
Please also reconcile the disclosure on page 78 regarding Dr. Caminis serving as
Executive Vice President with your response that he will not serve on the executive team.

License Agree ment, page 62

2. We note your response to prior comment 1; however, the first bullet point of this section
discloses that a change in control includes a change of 30% ownership or voting rights.
Page 12 refers to a 50% change.  Please reconcile.   Also, tell us which exhibi t provides
for the payment to avoid the change of control termination consequences mentioned in
the second clauses (i) and (ii) of the penultimate bullet point on page 63.

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
August 29, 2018
Page 2

 Principal Place of Business, page 78

3. Please expand your response to prior comment  4 to address from where the other
members of your management perform their roles for the issuer; tell us the nature of
those roles, and tell us about any role that your current sole shareholder and its affiliates
have in directing, controlling and coordin ating your activities.   Disclose when Dr. Becker
will begin the activities that you disclose on page 77 and 78 that he will undertake, and
tell us whether his position is full -time and when he began receiving the disclosed
compensation.  Also, disclose in an appropriate section of your offering circular the
general characte r of your principal properties.  In this regard, tell us about your
relationships with iqbiosensor whose website indicates a Sydney address.

Security Ownership . . ., page 87

4. Please expand your response to prior comment 6 to clarify how the 21% owner of Life
Science Biosensor Diagnostics would have sole voting and dispositive power over the
shares given your disclosure on page 88 that IQnovate Limited is the majority owner of
Life Science Biosensor Diagnostics.  It is unclear whether other natural persons have or
share voting and/or dispositive power over the shares held by Life Science Biosensor
Diagnostics.

Description of Our Securities , page 89

5. Please tell us how the “No. o f Ordinary Shares in GBSGC Pty Ltd” mentioned on page
F-6 is reflected in this section.

Anti-takeover Effects, page 90

6. Please address the last sentence of prior comment 1.  It is unclear how your disclosures at
the top of page 45 and in the second and th ird subsections on page 91 are reconcilable
with the second exhibit that you have numbered as exhibit 2.4.

Exhibits

7. Please file the Annex and Purchaser Questionnaire mentioned in exhibit 1.1, and tell us
which exhibit represents the agreement with FundA merica mentioned on page 51 and the
engagement agreement mentioned on page 52.  Also tell us the authority on which you
rely to omit schedule 3 to exhibit 6.7, and which exhibit represents the orders mentioned
on page 88.

Exhibit 4.1

8. Please address in y our offering statement the governing law, indemnification, waiver of
trial by jury and jurisdiction provisions of this exhibit.  If any of these provisions would

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
August 29, 2018
Page 3

 apply to claims under the federal securities laws and the rules and regulations thereunder,
revise to affirmatively state (in both your offering circular and the appropriate exhibit)
that, by agreeing to these provisions, investors will not be deemed to have waived their
rights under the federal securities laws and the rules and regulations thereun der.  In
addition (1) address any question under applicable law as to the enforceability of any of
the provisions and whether these provisions would apply to transferees , and (2) provide
us your analysis of how the last sentence of section 4(f) is consiste nt with the disclosure
in the rest of your offering statement.

You may contact Michael Fay  at (202) 551 -3812 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Pl ease contact Geoff Kruczek  at (202) 551 -3641 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc:  Gary J. Simon —Hughes Hubbard & Reed LLP

Mail Stop 3030

July 13, 2018

Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017

Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Amendment No. 1 to Draft Offering Statement  on Form 1-A
Submitted June 19, 2018
  CIK No. 0001725430

Dear Mr. Simeonidis:

We have reviewed your amended draft offering statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information  and either submitting
an amended draft  offering statement or publicly filing your offering statement on EDGAR .  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.  After reviewing any amen dment
to your draft offering statement or filed offering statement and the information you provide in
response to these  comments, we may have  additional comments.

Offering Circular

Offering Procedure, page 55

1. Please reconcile the duration of your offeri ng disclosed in the first paragraph of this
section with the information on your offering circular cover.  Also reconcile your
disclosure regarding the definition of change in control disclosed on pages 12 and 62, and
your anti -takeover disclosures at the top of page 45 and in the second and third
subsections on page 91 with exhibit 2.4.

2. We note your disclosure that subscribers have no right to a return of their funds during
the Minimum Offering Period.  Please clarify whether subscribers after the Minim um
Offering Period can revoke their subscriptions and have their funds returned.

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
July 13 , 2018
Page 2

 3. We note your disclosure on your offering circular cover that you will effect a reverse split
immediately prior to completion of the offering and that your disclosure gives effect to
the reverse split.  Given the potential for multiple closings that you mention on page 46, it
is unclear whether investors who receive shares before the final closing will receive more
than one share for each $12.00 investment.  If investors coul d receive pre -split shares, it
is unclear how you will handle fractional shares resulting from the split.  Please revise to
clarify.  Likewise, where your disclosure refers to action you will take prior to the closing
or consummation of the offering like o n pages 78 and 79, please clarify which closing
you mean.

Description of Business, page 58

4. Please revise your analysis in response to the second sentence of prior comment 4 to
address where your officers currently direct, control and coordinate your act ivities.  Also,
ensure that your disclosure appropriately addresses your plans for operations in the
United States and Dr. Caminis’ role.

Certain Steps to Commercialization, page 64

5. Please expand your revisions in response to prior comment 1 to clarify the status of
development of the GBS System.  For example, it is unclear what you mean by “at the
prototype stage.”  Have you developed a functioning product with the capabilities you
disclose?  Also revise to clarify the “significant work” in relation to product development
that remains, as referenced on page 65.

Security Ownership . . ., page 87

6. Please address that part of prior comment 5 seeking disclosure of the natural persons who
have or share voting and/or dispositive power over the shares held by Life Science
Biosensor Diagnostics.

Interim Financial Statements

7. Please report comprehensive income as required by ASC 220 -10-45.  In that regard, it
does not appear that you have provided all of the required financial state ments.

Consolidated Statements of Cash Flows, page F -7

8. Please revise to measure and present the impact of changes in foreign currency exchange
rates on cash and equivalents pursuant to ASC 830 -230-45-1 and the related
implementation guidance at ASC 830 -230-55-1.  In that regard, the foreign currency
translation adjustment should not appear as a reconciling item in the body of the
statement of cash flows.   Also, note that the impact of changes in exchange rates on cash

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
July 13 , 2018
Page 3

 and cash equivalents and the foreig n currency transaction adjustment are not
interchangeable measurements.

Exhibits

9. We note your response to prior comment 9.  Please identify in your exhibit index the
agreements mentioned on pages 51 and 52.  Also file your agreement with Dr. Caminis
mentioned on page 77 .

You may contact Michael Fay  at (202) 551 -3812 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the financial statements an d
related matters.  Please contact Geoff Kruczek  at (202) 551 -3641 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Gary J. Simon —Hughes Hubbard & Reed LLP

Mail Stop 3030

January 24, 2018

Harry Simeonidis
President
Glucose Biosensor Systems (Greater China) Holdings, Inc.
733 Third Avenue, Floor 15
New York, New York 10017

Re: Glucose Biosensor Systems (Greater China) Holdings, Inc.
Draft Offering Statement  on Form 1-A
Submitted December 29, 2017
  CIK No. 0001725430

Dear Mr. Simeonidis:

We have reviewed your draft offering statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

 Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your of fering statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requirements for non -public submissions,
amendments and correspondence.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amend ment is appropriate, please tell us why in your
response.  After reviewing your amended draft offering statement or filed offering statement and
the information you provide in response to these comments, we may have additional comments.

The GBS System, pa ge 1

1. In an appropriate section of your document, state clearly the status of development of the
GBS System.  Include the material hurdles that remain before development is complete
and you can sell the product that you describe.  Your revised disclosure s hould indicate
clearly whether you have developed a functioning product with the capabilities you
disclose, and if so, why additional development and testing is required.

Proposed Listing, page 8

2. State clearly, if true, that your securities might not ever be listed on the Nasdaq, and
investors might not know at the time that their  investment decision becomes irrevocable
whether your securities  will be  so listed.   Include in your offering circular a ny
appropriate risk factors regarding information that investors will not know at the time

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
January 24, 2018
Page 2

 their investment becomes irrevocable.  For example, will investors know the identity of
your directors, or whether you will be relying on a controlled company exempt ion to
exchange listing requirements ?  In this regard, in an appropriate section of your document
addressing irrevocability, please clarify whether  (1) you will issue shares upon receipt of
an investor’s funds after the initial closing or (2) you will plac e those funds in escrow
until you elect to conduct a nother  closing.

Investment Limitations . . ., page 51

3. Reconcile your disclosure that the investment limitations apply only if you are unable to
obtain a  national securities  exchange listing with Rule 25 1(d)(2)(i)(C) which refers to the
securities listed on a national securities exchange upon qualification.  It appears that you
will not know whether your securities will be listed until after your offering is closed.

Description of Business, page 54

4. State briefly the location and general character of your principal properties.  In this
regard, provide us your analysis that demonstrates that  your principal place of business is
in the United States or Canada for purposes of establishing your eligibility  to conduct an
offering pursuant to Regulation A Rule 251.  For guidance, see Securities Act Rules
Compliance and Disclosure Interpretation 182.03 available on the Commission’s website.

Security Ownership . . ., page 88

5. Please identify the natural persons who have or share voting and/or dispositive power
over the shares held by Life Science Biosensor Diagnostics.  Also, show us your
calculations demonstrating how the information on page 7 and in the last column of this
table will change as a result of this offering and the transactions mentioned in Notes 7
and 10 on page F -15.  In this regard, it is unclear how this transaction is an “IPO” as
contemplated by the notes given that the transaction is not registered.

Audit O pinion, page F -3

6. Provide a revised opinion from your independent accountants that specifically states the
period covered by each financial statement identified in the audit report.   Refer to
PCAOB Auditing Standard 3101.08.

Note 10:   Subsequent Events, p age F -15

7. Revise your financial statements and related notes to give retroactive effect to the stock
split.   Refer to SAB Topic 4(C) and ASC 260 -10-55-12.

Harry Simeonidis
Glucose Biosensor Systems (Greater China) Holdings, Inc.
January 24, 2018
Page 3

 8. Revise to separately disclose the amount of proceeds received subsequent to year -end
from (i) the co nvertible note offering and (ii) the ordinary and preferred share
offering.   Also, disclose the number of shares issued subsequent to the year -end.

Part III —Exhibits, page 101

9. File as exhibits the agreements governing the escrow mentioned on page 44, the lock -up
agreement mentioned on page 46, the agreements mentioned on page 49, and the services
agreement mentioned on page 89.

You may contact Michael Fay  at (202) 551 -3812 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek  at (202) 551 -3641 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc:  Gary J. Simon —Hughes Hubbard & Reed LLP