SecProbe.io

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 MAWSON INFRASTRUCTURE GROUP INC.

 950 Railroad Avenue

 Midland, Pennsylvania 15059

 September 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Lulu Cheng

 Re:

 Mawson Infrastructure Group Inc.
 Registration Statement on Form S-3
 Filed September 3, 2025
 File No. 333-290013
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Mawson Infrastructure Group Inc. (the " Registrant ") hereby requests
that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced
Registration Statement on Form S-3 to become effective on September 15, 2025 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter,
or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes
Meaghan S. Nelson of Stoel Rives LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Meaghan S. Nelson of Stoel Rives LLP, counsel to the Registrant, at
(208) 387-4283, or in her absence, Kaliste Saloom, Interim Chief Executive Officer, General Counsel and Corporate Secretary of the Registrant,
at (412) 515-0896.

 Very truly yours,

 MAWSON INFRASTRUCTURE GROUP INC.

 By:
 /s/ Kaliste Saloom

 Name:
 Kaliste Saloom

 Title:
 Interim Chief Executive Officer, General Counsel and Corporate Secretary

 cc: William Regan, Chief Financial Officer, Mawson Infrastructure
Group Inc.

 Meaghan S. Nelson, Stoel Rives LLP

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

Kaliste Saloom
Interim Chief Executive Officer
Mawson Infrastructure Group Inc.
950 Railroad Avenue
Midland, Pennsylvania 15059

 Re: Mawson Infrastructure Group Inc.
 Registration Statement on Form S-3
 Filed September 3, 2025
 File No. 333-290013
Dear Kaliste Saloom:

 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 Lulu Cheng at 202-551-3811 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Meaghan Nelson
</TEXT>
</DOCUMENT>

CORRESP
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LEVEL
5, 97 PACIFIC HIGHWAY

NORTH
SYDNEY NSW 2060

AUSTRALIA

April 8, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Mawson Infrastructure Group Inc.

 Registration  Statement on Form S-3

 File No. 333-264062

Ladies and Gentlemen:

Mawson Infrastructure Group Inc. (the “Company”)
hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the above-referenced registration statement be
accelerated to 4:00 p.m., Eastern Time, on April 11, 2022, or as soon thereafter as practicable.

    Very truly yours,

    MAWSON INFRASTRUCTURE GROUP INC.

    By:
    /s/ James Manning

    James Manning

    Chief Executive Officer

United States securities and exchange commission logo
April 6, 2022
James Manning
Chief Executive Officer
Mawson Infrastructure Group Inc.
Level 5, 97 Pacific Highway
North Sydney NSW Australia 2060
Re:Mawson Infrastructure Group Inc.
Registration Statement on Form S-3
Filed April 1, 2022
File No. 333-264062
Dear Mr. Manning:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chad R. Ensz

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MAWSON INFRASTRUCTURE GROUP INC.

LEVEL
5, 97 PACIFIC HIGHWAY

NORTH
SYDNEY NSW 2060

AUSTRALIA

Telephone: +61 2 8624 6130

November 9, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549-3010

Attn: Matthew Derby, Esq.

    Re:

    Mawson Infrastructure Group Inc.

    Registration Statement on Form S-3

File No. 333-260600

    Acceleration Request

    Requested Date: November 10, 2021

    Requested Time: 4:00 P.M. Eastern Time

    (or as soon thereafter
    as possible)

Dear Mr. Derby:

Mawson Infrastructure Group
Inc. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the
above-referenced Registration Statement on Form S-3 be declared effective at the “Requested Date” and “Requested Time”
set forth above or at such later time as the Company or its counsel, Dentons US LLP, may orally request via telephone call to the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).

Once the Registration Statement
has been declared effective, please orally confirm that event with Brian Lee of Dentons US LLP, counsel to the Company, at (212) 768-6926.

    Sincerely,

MAWSON
INFRASTRUCTURE GROUP INC.

    By:
    /s/ James Manning

    Name: James Manning
Title: Chief Executive Officer

    cc:

    Brian Lee, Esq.

    	Dentons US LLP

United States securities and exchange commission logo
November 5, 2021
James Manning
Chief Executive Officer
Mawson Infrastructure Group Inc.
Level 5, 97 Pacific Highway
North Sydney NSW Australia 2060
Re:Mawson Infrastructure Group Inc.
Registration Statement on Form S-3
Filed October 29, 2021
File No. 333-260600
Dear Mr. Manning:
            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 Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chad Ensz

CORRESP
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MAWSON INFRASTRUCTURE GROUP INC.

Level
5, 97 Pacific Highway

North
Sydney NSW 2060

Australia

August 5, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mawson Infrastructure Group Inc.

    Registration Statement on Form S-3

    File No. 333-258299

Ladies and Gentlemen:

Mawson Infrastructure Group
Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the above-referenced
registration statement be accelerated to 4:00 p.m., Eastern Time, on Monday August 9, 2021, or as soon thereafter as practicable.

    Very truly yours,

    MAWSON INFRASTRUCTURE GROUP INC

    By:
    /s/ James Manning

    James Manning

    Chief Executive Officer

United States securities and exchange commission logo
August 4, 2021
James Manning
Chief Executive Officer
Mawson Infrastructure Group Inc.
Level 5, 97 Pacific Highway
North Sydney NSW Australia 2060
Re:Mawson Infrastructure Group Inc.
Registration Statement on Form S-3
Filed July 30, 2021
File No. 333-258299
Dear Mr. Manning:
            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 Katherine Wray, Staff Attorney, at 202-551-3483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Greg Carney

CORRESP
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    Greg Carney

    Counsel

    greg.carney@dentons.com

    D        +1 213 243 6105

    Dentons US LLP

    601 South Figueroa Street

    Suite 2500

    Los Angeles, CA 90017-5704

    United States

    dentons.com

July 30, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Ladies and Gentlemen:

On behalf of Mawson Infrastructure Group Inc., we hereby file a Registration
Statement on Form S-3. Please contact me at (213) 243-6105 or via email at greg.carney@dentons.com
with any questions or comments.

    Sincerely,

    /s/ Greg Carney

    Greg Carney Counsel

Hamilton Harrison & Mathews ► Mardemootoo Balgobin ►
HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann
► Muñoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners ►
大成

CORRESP
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MAWSON INFRASTRUCTURE GROUP INC.

Level
5, 97 Pacific Highway

North
Sydney NSW 2060

Australia

July 27,2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mawson Infrastructure Group Inc.

    Registration Statement on Form S-1

    File No. 333-256947

Ladies and Gentlemen:

Mawson Infrastructure Group
Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the above-referenced
registration statement be accelerated to 4:00 p.m., Eastern Time, on Thursesday July 29, 2021, or as soon thereafter as practicable.

    Very truly yours,

    MAWSON INFRASTRUCTURE GROUP INC

    By:
    /s/ James Manning

    James Manning

    Chief Executive Officer

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July 15, 2021

Mr. Matthew Derby, Staff Attorney

Division of Corporation Finance

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Mawson Infrastructure Group Inc.

    Registration Statement on Form S-1

    Filed on June 9, 2021

    File No. 333-256947

Dear Mr. Derby,

Thank you for your comment letter dated July 1, 2021. We have reviewed
it and are responding to your comments to the Form S-1 Registration Statement of Mawson Infrastructure Group Inc. (the “Company”
or “Mawson” or “we” or “us”). We expect to file Pre-Effective Amendment No. 1
to such registration statement (“Amended S-1”) via EDGAR on July 15, 2021, in response to your comments. The following
is a response to each of your comments (in the order of your comments) and a discussion of changes that were made and their location in
the Amended S-1. One clean and two marked courtesy copies of the Amended S-1 are enclosed. All references to page numbers herein refer
to the marked copies of the Amended S-1 unless otherwise stated.

Registration Statement on Form S-1

Our Business, page 27

 1. Comment:

Please revise to clarify whether the company
or its subsidiary, Cosmos Asset Management, intends to acquire digital assets other Bitcoin, such as through participation in Initial
Coin Offerings, exchanging Bitcoin for other crypto assets, or mining crypto assets other than Bitcoin. As part of your discussion, please
disclose whether you have a policy or framework for evaluating the digital assets in your portfolio, or those that you may acquire, in
terms of whether they may be considered a security.

Mawson Response: The disclosure
below has been included in the Amended S-1:

 ● At the time of this response, there are no current plans for Cosmos Asset
Management Pty Ltd (“CAM”) to acquire digital assets other than Bitcoin or participate in any Initial Coin Offerings
(“ICO’s”). However, and naturally, if in the future, the portfolio managers of CAM consider that it is in the
interests of the company (and its investors) to consider other digital assets, it will (and should) do so. Prior to doing so, CAM will
assess the regulatory framework, economic conditions and investor appetite, and as it always does, it will seek advice from securities
regulatory legal counsel in connection with its future plans as we have plan to continue to operate under the exemption from registration
as an investment company.

 ● In or about May 2020, CAM successfully registered a Bitcoin Access Hedge
Fund (Australian Registered Scheme Number 640 781 693) (“BAHF”) with the
Australian Securities and Investments Commission and post registration, spent substantial time building infrastructure, systems, policies,
and procedures to manage a retail investment product. Any assets in the BAHF will be the assets of investors, and not assets of Mawson.

 ● CAM has adopted a number of policies as part of its operations and regulatory
obligations in Australia including but not limited to (a) digital currency valuation policy; (b) Unit Pricing Discretion Policy; (c) risk
management policy.

 ● CAM’s policy or framework for evaluating the digital assets in its
portfolio, is mainly contained in its digital currency valuation policy. In short, this policy:

 Ø Explains CAM’s approach to the valuation of digital currency related
assets;

 Ø Explains how CAM takes the “Australian Reference Rate” (“ARR”)
(i.e. the price) of a digital currency from a large registered digital currency exchange in Australia and compares that price to 3 large
overseas digital currency exchanges (i.e., the Global Reference Rate (“GRR”);

 Ø Explains the process of when there is a variance of greater than 2% from
the ARR to the GRR and which price for the digital currency should be adopted.

 ● At the moment and for the sake of continued transparency, CAM (in conjunction
with the responsible entity – this is similar to a trustee) is preparing the relevant documents and application to establish two
(2) Bitcoin ETF’s in Australia, subject to regulatory approval.

 2. Comment:

We note your disclosure that you
“own and have ordered 18,332 specialised, application- specific computers...” Please revise to clarify how many miners
are currently operational and how many are yet to be delivered. Include a discussion of the material terms of the agreement for the
acquisition of any remaining miners, when you expect them to be delivered and identify the supplier. In addition, please file the
agreement as an exhibit or tell us why it is not required.

Mawson Response: The disclosure
below has been included in the Amended S-1.

 ● As at June 30, 2021:

 Ø 4,317 Miners are operating and online;

 Ø 3,181 Miners are either in storage, transit or in for repairs and maintenance;

 Ø 10,831 Miners have been ordered, but have yet to be delivered.

      2

 ● Below is a schedule of the Miners that are online, in transit, yet to be
delivered and the identity of the supplier:

    Description of Products
    Quantity
    Supplier
    Shipping Date
    Status

    Model: A1246

    (Next Generation Avalon A1246 ASIC Miners)

    (Unit)

    588
    Canaan Convey Co., Ltd
    2021-04-20
    Online

    588
    Canaan Convey Co., Ltd
    2021-05-20
    Online

    588
    Canaan Convey Co., Ltd
    2021-06-20
    Received, not online

    588
    Canaan Convey Co., Ltd
    2021-07-20
    In transit

    1,176
    Canaan Convey Co., Ltd
    2021-08-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2021-09-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2021-10-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2021-11-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2021-12-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2022-1-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2022-02-20
    Not yet delivered

    1,176
    Canaan Convey Co., Ltd
    2022-03-20
    Not yet delivered

    TOTALS
    11,760

 ● The material terms of the agreement for the Miners yet to be delivered are
in accordance with the contract between Canaan Convey Co., Ltd and a Mawson subsidiary, Cosmos Infrastructure LLC (“Buyer”)
dated February 5, 2021 are as outlined below:

 Ø the delivery of the miners will be staggered between the period April 2021
to March 2022;

 Ø the trading terms are based on the Incoterms 2010 of the International Chamber
of Commerce;

 Ø all delivery dates are approximates;

 Ø transfer of risk and title shall occur upon delivery to the Buyer; and

 Ø the total contract value is USD33,974,640.

In addition, the agreements for these purchases are filed as Exhibits
with the Amended S-1.

 3. Comment:

We note that you intend to research and
utilize field-programmable gate array’s (“FPGA”) and graphics processing unit (“GPU”) as a complement your
business. Please revise to provide a more detailed discussion on how you intend to use FGPA’s and GPU’s, and additional context
regarding how they are used in digital asset mining.

      3

Mawson Response: The disclosure
below has been included in the Amended S-1:

Mawson intends to expand from the operation of traditional
ASIC based digital asset mining, into a more diverse range of digital infrastructure as a service offering. Included in this is the desire
to acquire a significant number of Graphic Processing Units (“GPU”) and associated Field Programmable Gate Array (“FPGA”)
devices.

In relation to cryptocurrency mining, ASIC miners are generally
only useful to for that purpose, that is, cryptocurrency mining.

GPU’s have a primary purpose of graphics rendering.
They can produce hashes faster compared to CPUs but still slower compared to FPGA’s and ASIC miners. GPU’s have the benefit
of being used for graphics rendering and for cryptocurrency mining.

In relation to FPGA’s, the
ability to configure the FPGA’s into hundreds or thousands of identical processing blocks has applications in image processing,
artificial intelligence (AI), data center hardware accelerators, enterprise networking and automotive advanced driver assistance systems
(“ADAS”) makes them attractive. FPGA’s are faster than GPUs and more flexible than ASIC miners, meaning FPGA’s
can be very profitable mining cryptocurrencies that are ASIC-resistant. Therefore, FPGA’s should not compete with ASIC miners, but
with GPU’s.

By building infrastructure to both own and operate GPU and
FGPA’s, Mawson believes that it can transition from only owning and operating ASIC servers (supporting the Bitcoin blockchain network),
to owning and operating a broader range of computing infrastructure, to service the more traditional computing/data storage and processing
industry.

Critically through the acquisition of GPU’s, Mawson
will be able to transition over time into Enterprise Cloud offerings, focusing on High Performance Computing (“HPC”)
workloads. HPC workloads are “one of the most essential tools fueling the advancement of computational science” according
to the NVIDIA Corporation.

Mawson’s focus on acquiring and offering these computing
resources as a service offering presents a way to diversify our revenue streams beyond Bitcoin mining with ASIC hardware.

 4. Comment:

Please revise your disclosure to address
whether you have a policy regarding when you will sell Bitcoin for fiat currency to fund operations or growth and through what exchange.
Discuss whether your Bitcoin will be held in digital wallets, exchanges or hardware wallet, and the security precautions you will take
to keep the mined Bitcoin secure.

      4

Mawson Response: The disclosure
contained below has been included in the Amended S-1.

 ● Mawson’s direct Australian subsidiary, Mawson Infrastructure
Group Pty Ltd (“Mawson AUS”) is the entity that sells the Bitcoin mined for fiat currency.

 ● The policy, in general, is that Mawson AUS sells the
Bitcoin mined within 2 business days (but no longer than 5 business days) of receiving the Bitcoin that is mined from the mining pool.
As part of this policy, Mawson AUS ensures that at month’s end, it clears (by selling) any Bitcoin holdings.

 ● Mawson AUS has an account with a digital currency exchange
in Australia called Independent Reserve Pty Limited (“IR”) to sell (and transact) the Bitcoins for fiat currency.

 ● IR is one of Australia’s largest digital currency
exchange providers and is regulated by the Australian Transaction and Analysis Centre (“AUSTRAC”), the Australian Government
agency that regulates money laundering and counter-terrorism financing.

 ● The Bitcoin holdings of Mawson AUS are secured and held
in custody on its behalf in digital wallets by IR.

 ● At a high level the digital asset custody approach of
IR includes:

 Ø The majority of the digital assets
being held offline in “cold wallet” storage;

 Ø Transactions being signed in an
offline, air gapped, and biometrically secure vaulted environment;

 Ø The private keys for digital assets
in cold storage will only interact in that secure environment;

 Ø All the keys attributed to digital
assets of each customer and the value of digital assets held for each customer is subject to rigorous record keeping and segregated from
any other assets IR keeps for other customers;

 Ø The whitelisted wallet addresses
(addresses that are marked as approved addresses) of the digital wallets holding those assets will be securely provided by IR to the customer;

 Ø To broadcast any transaction using
a cold storage transaction, IR must satisfy their internal, multi-layered security system which involves multiple encryption layers and
sign off of more than one individual.

 ● The key features of holding digital assets in “cold
storage” include1:

 Ø No internet connectivity;

 Ø Private key access to digital wallet
stored offline;

 Ø Adds a manual aspect to accessing
digital assets;

 Ø Reduced onset of fraud and risk
of being hacked.

1 Deloitte, ‘A Market Overview of Custody for Digital
Assets: Digital Custodian Whitepaper’ (June 2020) <https://www2.deloitte.com/sa/en/pages/finance/solutions/custody-digital-assets.html>
page 7

      5

Asset Management, page 31

 5. Comment:

To the extent material, please revise to
quantify the amount of revenue generated by your Cosmos Asset Management subsidiary. In addition, provide a discussion of the material
terms of your agreement with Independent Reserve Pty Limited and file the agreement as an exhibit, or tell us why it is not required.

Mawson Response: The disclosure
below has been included in the Amended S-1:

Cosmos Asset Management Pty Ltd (“CAM”)
currently obtains income from the management of wholesale investment funds. Currently the only fund under management is the Bitcoin Wholesale
Access Fund (“Wholesale Fund”). The investment management arrangement is documented by way of an investment management
agreement (“IMA”).

The IMA sets a 1.5% management fee (payable to CAM) of the
funds under management, accrued on a daily basis and invoiced monthly. The fee came into effect early in 2021 after a 6-month period of
no management fees. As at June 30, 2021, the revenue earned by CAM (which was by way of management fees only) was approximately USD36,460.

CAM has in place a Master Agreement that outlines the services
that IR provides to CAM and their associated fees.

The material terms of this agreement are:

 ● Separated custody of Bitcoin held by the Wholesale Fund (Non pooled);

 ● Execution, cold storage and hot storage (as applicable) of the digital currencies
owned by CAM or its affiliate;

 ● If elected, insurance of the digital currencies owned by CAM or its affiliate;

 ● Each party to promote and endorse the business of each other party to their
respective clients;

 ● IR’s fees are 0.25% per annum (in Australian dollars) of the net value
of the digital currencies held with IR under a custody agreement.

We do not believe that this agreement is required to be filed
because it does not meet the criteria of any required exhibit in Item 601 of Regulation S-K, including a “material contract”
in Section 229.601(b)(10) of the CFR’s because (i) it ordinarily accompanies the kind of business conducted, (ii) it does not fall
within any of the categories set forth in Section 229.601(b)(10), and (iii) all fees and costs involved are immaterial in amount and significance.

Signatures, page II-6

 6. Comment:

Please revise to have your principal accounting
officer or controller sign the registration statement and indicate by parenthetical indication who is signing in that capacity. Refer
to Instruction 1 to Signatures on Form S-1.

      6

Mawson Response:

The Amended S-1 has been revises to have
our principal accounting officer sign the registration statement and indicates by parenthetical indication who is signing in that capacity.

General

 7. Comment:

Please provide your analysis showing how
you determined that there was a completed private placement for the 48,983,145 shares of Common Stock issuable in connection with the
Bid Implementation Agreement prior to the registration of the sales for resale. In your analysis, please consider the Commission’s
guidance set forth in Questions 134.01 and 139.06 of the Securities Act Sections Compliance and Disclosure Interpretations.

Mawson Response:

 ● On March 10, 2021, we had an additional 50,558,133 shares that needed to
be issued to non-accepting shareholders in connection with the Bid Implementation Agreement (“BIA).

 ● In May, 2021, Mawson AUS requested, and Mawson accepted, that an additional
1,900,982 shares of common stock of Mawson be issued under the BIA (the equivalent of 31,107 shares of common stock of Mawson AUS).

 ● On June 1, 2021, Mawson issued the additional 1,900,982 shares plus 1,574,988
of shareholder acceptances (a portion of the remaining 50,558,133 shares of non-accepting shareholders) that had taken place after the
closing of the BIA transaction

United States securities and exchange commission logo
July 1, 2021
James Manning
Chief Executive Officer
Mawson Infrastructure Group Inc.
Level 5, 97 Pacific Highway
North Sydney NSW 2060
Australia
Re:Mawson Infrastructure Group Inc.
Registration Statement on Form S-1
Filed June 9, 2021
File No. 333-256947
Dear Mr. Manning:
            We have limited our review of your registration statement to those issues we have
addressed in our 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
Our Business, page 27
1.Please revise to clarify whether the company or its subsidiary, Cosmos Asset
Management, intends to acquire digital assets other Bitcoin, such as through participation
in Initial Coin Offerings, exchanging Bitcoin for other crypto assets, or mining crypto
assets other than Bitcoin.  As part of your discussion, please disclose whether you have a
policy or framework for evaluating the digital assets in your portfolio, or those that you
may acquire, in terms of whether they may be considered a security.

 FirstName LastNameJames Manning
 Comapany NameMawson Infrastructure Group Inc.
 July 1, 2021 Page 2
 FirstName LastName
James Manning
Mawson Infrastructure Group Inc.
July 1, 2021
Page 2
2.We note your disclosure that you "own and have ordered 18,332 specialised, application-
specific computers..."  Please revise to clarify how many miners are currently operational
and how many are yet to be delivered.  Include a discussion of the material terms of the
agreement for the acquisition of any remaining miners, when you expect them to be
delivered and identify the supplier.  In addition, please file the agreement as an exhibit or
tell us why it is not required.
3.We note that you intend to research and utilize field-programmable gate array's (“FPGA”)
and graphics processing unit (“GPU”) as a complement your business.  Please revise to
provide a more detailed discussion on how you intend to use FGPA's and GPU's, and
additional context regarding how they are used in digital asset mining.
4.Please revise your disclosure to address whether you have a policy regarding when you
will sell Bitcoin for fiat currency to fund operations or growth and through what
exchange.  Discuss whether your Bitcoin will be held in digital wallets, exchanges
or hardware wallet, and the security precautions you will take to keep the mined Bitcoin
secure.
Asset Management, page 31
5.To the extent material, please revise to quantify the amount of revenue generated by your
Cosmos Asset Management subsidiary.  In addition, provide a discussion of the material
terms of your agreement with Independent Reserve Pty Limited and file the agreement as
an exhibit, or tell us why it is not required.
Signatures, page II-6
6.Please revise to have your principal accounting officer or controller sign the registration
statement and indicate by parenthetical indication who is signing in that capacity. Refer to
Instruction 1 to Signatures on Form S-1.
General
7.Please provide your analysis showing how you determined that there was a completed
private placement for the 48,983,145 shares of Common Stock issuable in connection with
the Bid Implementation Agreement prior to the registration of the sales for resale. In your
analysis, please consider the Commission’s guidance set forth in Questions 134.01 and
139.06 of the Securities Act Sections Compliance and Disclosure Interpretations.
8.Given the nature of the offering and size of the transaction relative to the number of
outstanding shares held by non-affiliates as disclosed in the prospectus, it appears that the
transaction may be an indirect primary offering. Please provide us with an analysis of your
basis for determining that it is appropriate to characterize the transaction as a secondary
offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Question 612.09
of the Securities Act Rules Compliance and Disclosure Interpretations.

 FirstName LastNameJames Manning
 Comapany NameMawson Infrastructure Group Inc.
 July 1, 2021 Page 3
 FirstName LastName
James Manning
Mawson Infrastructure Group Inc.
July 1, 2021
Page 3
9.Because of the potential status of particular digital assets as securities, please add risk
factor disclosure addressing the effect that holding digital assets that may be securities
will have on the Company's investment company status and what steps the company will
take to monitor investment company status.  In addition, please provide us a
detailed analysis regarding the specific exemption from registration under the Investment
Company Act of 1940 that you or your subsidiary may rely on.
            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 Matthew Derby, Staff Attorney, at (202) 551-3334 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Greg Carney

CORRESP
1
filename1.htm

Wize Pharma, Inc.

24 Hanagar Street

Hod Hasharon, Israel 4527708

November 30, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:	Jeffrey Gabor

    Re:

        Wize Pharma, Inc.

        Registration Statement on Form S-1

        File No. 333- 228516

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Wize Pharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:30 pm, Eastern Time, on December 4, 2018, or as soon thereafter as possible.

The Company hereby
confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities
and Exchange Commission (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;

2) 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

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

    Very truly yours,

    /s/ OR EISENBERG

    Or Eisenberg

Acting Chief Executive Officer and Chief Financial Officer

    Cc:

        Gregory Sichenzia, Esq.

        Avital Perlman, Esq.

November 30, 2018
Or Eisenberg
Acting Chief Executive Officer and Chief Financial Officer
Wize Pharma, Inc.
24 Hanagar Street
Hod Hasharon, Israel
4527708
Re:Wize Pharma, Inc.
Registration Statement on Form S-1
Filed November 21, 2018
File No. 333-228516
Dear Mr. Eisenberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Gregory Sichenzia, Esq.

CORRESP
1
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Wize Pharma, Inc.

24 Hanagar Street

Hod Hasharon, Israel 4527708

July 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:
    Irene Paik, Christine Westbrook, Sasha Parikh and Sharon Blume

    Re:

        Wize Pharma, Inc.

        Registration Statement on Form S-1

        File No. 333-222889

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), Wize Pharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 9:30 am, Eastern Time, on July 12, 2018, or as soon thereafter as possible.

The Company hereby
confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities
and Exchange Commission (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;

2) 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

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

    Very truly yours,

    /s/ OR EISENBERG

    Or Eisenberg

Acting Chief Executive Officer and

Chief Financial Officer

    Cc:

        Gregory Sichenzia, Esq.

        Avital Perlman, Esq.

        Ido Zemach, Adv.

        Yoni Henner, Adv.

CORRESP
1
filename1.htm

Wize
Pharma, Inc.

24
Hanagar Street

Hod
Hasharon, Israel 4527708

June
26, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attn:	Irene
Paik, Christine Westbrook, Sasha Parikh and Sharon Blume

    Re:
    Wize
                                         Pharma, Inc.

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

        Filed
        June 6, 2018

        File
        No. 333-222889

Ladies
and Gentlemen:

The
following responses address the comments of the reviewing Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) as set forth in a comment letter dated June 13,
2018 (the "Comment Letter") relating to Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration
Statement”) filed on June 6, 2018 by Wize Pharma, Inc. (the “Company”). The numbers of the responses
in this letter correspond to the numbers of the staff’s comments as set forth in the Comment Letter.

For
reference purposes, the Staff’s comments have been reproduced herein in bold-face type, followed by the Company’s
response.

Note
5. Convertible Loans, page F-61

 1. In
                                         a footnote to the table on page F-62, you noted that the amortization of premium represents
                                         the periodic amortization of the balance of the amount that was allocated to the 2016
                                         and 2017 loans upon the 2017 loan amendment into the respective principal amount of such
                                         loans. Please provide us the following information:

 ● quantify
                                         the “balance of the amount that was allocated to the 2016 and 2017 loans,”

 ● the
                                         amortization period of the premium, and

 ● relevant
                                         accounting literature that supports your accounting.

Response:

As
described in 2017 annual financial statements, on December 21, 2017 (a few days before the maturity date of the convertible loans),
the terms of each of the 2016 Loan and the 2017 Loan were modified, pursuant to which it was determined that the modified terms
of such convertible loans were substantially different than their original terms (see below).

Securities and Exchange Commission

June 26, 2018

Page 2 of 5

In
accordance with ASC 470-50-40-10:

“…From
the debtor's perspective, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor
in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if
the present value of the cash flows under the terms of the new debt  instrument is at least 10 percent different
from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt
instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments
are not considered to be substantially different, except in the following two circumstances:

 a. A
                                         modification or an exchange affects the terms of an embedded conversion option, from
                                         which the change in the fair value of the embedded conversion option (calculated as the
                                         difference between the fair value of the embedded conversion option immediately before
                                         and after the modification or exchange) is at least 10 percent of the carrying amount
                                         of the original debt instrument immediately before the modification or exchange.

 b. A
                                         modification or an exchange of debt instruments adds a substantive conversion option
                                         or eliminates a conversion option that was substantive at the date of the modification
                                         or exchange. (For purposes of evaluating whether an embedded conversion option was substantive
                                         on the date it was added to or eliminated from a debt instrument, see paragraphs 470-20-40-7
                                         through 40-9….”.

For
the purposes of the 10% cash flow test calculation, the cash flows of the original and new loans were discounted at the effective
interest rate used for accounting purposes of the original debt instrument. Such discount rate was approx. 20%. As it was determined
that the 10% cash flow test resulted in a conclusion that a substantial modification or an exchange has occurred (for both 2016
Loan and 2017 Loan), the Company was not required to proceed to calculate the change in the fair value of the embedded conversion
option (as described in (a) above).’

Accordingly,
the amendment of both convertible loans was required to be accounted for as an extinguishment. As part of the required accounting
treatment, the loans were recognized based on their fair value as it was determined at the date of the modification. As the conversion
terms of the convertible loans (before and after the modification) were beneficial to the lenders (the Conversion price per Company’s
share was 0.98$ with respect to the 2016 Loan and 1.1$ with respect to the 2017 Loan, while the fair value of the share as of
that date was approximately 2.4$), the fair value of the convertible loans was determined to be much higher than their principal
amount (including the value of the conversion feature). This resulted in a significant amount of premium with respect to the 2016
Loan and the 2017 Loan.

Both
2016 Loan and the 2017 Loan are convertible into common shares of the Company. This means that the economic characteristics and
risks of a conversion option embedded in the loans are considered related to those of an equity instrument (i.e. the shares of
the Company) and therefore cannot be considered clearly and closely related to the economic characteristics and risks of the debt
host. Thus, the Company was required to analyze whether the embedded conversion feature requires bifurcation.

The
Company analyzed the provisions of ASC 815-10-15-74:

“…Notwithstanding
the conditions of paragraphs 815-10-15-13 through 15-139, the reporting entity shall not consider the following contracts
to be derivative instruments for purposes of this Subtopic:

 a. Contracts
                                         issued or held by that reporting entity that are both:

1.  Indexed
to its own stock

2.  Classified
in stockholders’ equity in its statement of financial position…” .

In
accordance with the provisions of ASC 815-40 it was determined that the embedded conversion feature is eligible to be considered
indexed to the Company’s own stock as its settlement amount equals the difference between (1) the fair value of a fixed
number of the entity’s equity shares and (2) a fixed monetary amount or a fixed amount of a debt instrument issued by the
entity (the “fixed-for-fixed” concept). Also, it was determined that if the conversion option was freestanding (i.e.
as a warrant) it was eligible for equity classification. In reaching such conclusion the Company has considered ASC 815-40-25-1
through 25-43.

Securities and Exchange Commission

June 26, 2018

Page 3 of 5

To
conclude the above, the company has applied ASC 470-20, “Debt - Debt with Conversion and Other Options” to determine
whether the conversion feature is beneficial to the lenders. However, as both 2016 Loan and the 2017 Loan were required to be
recognized based on their fair value after the modification (doe to the conclusion that a substantial modification has occurred),
it was determined that the effective conversion price is higher than the price of the company’s ordinary shares at the modification
date (i.e. the conversion price is not beneficial to the lenders). Such conclusion is based on the fact that the fair value of
the convertible loans incorporates the entire modified terms of the loans, including those that stem from the conversion option.
Please note that this conclusion is in consistence with the following excerpt from Ernst Young guidance (FRD - Issuer’s
accounting for debt and equity financings):

“…Modifications
or exchanges of convertible debt instruments

For
convertible debt instruments, the provisions of ASC 470-50 are applied first to determine whether the modification or exchange
is to be accounted for as an extinguishment or as a modification.

If
the transaction is accounted for as an extinguishment, the new debt instrument issued to extinguish the old debt instrument is
evaluated (1) for a bifurcatable embedded derivative, then (2) for the application of the cash conversion guidance and finally
(3) pursuant to the BCF guidance if there has been no other form of separate accounting for the embedded conversion option pursuant
to the previous evaluations. However, as the new instrument is recorded at its fair value, and that fair value incorporates any
current intrinsic value in the embedded conversion option, it is likely the new debt will not have a BCF…”.

Below
is a description of the information requested by the Staff’s comment:

 ● The
                                         aggregate amount that was allocated to 2016 and 2017 Loan, based on their modified terms
                                         was
                                         approximately 3.2$ million, while their aggregate principal amount was 1.353$ million
                                         (2017 Loan - 0.822$ million and 2016 Loan - 0.531$ million). The difference between such
                                         amounts represents premium which is amortized over the term of the convertible loans.

 ● The
                                         amortization period of the convertible loans is about 1 year -  from the date of
                                         modification (December 21, 2017) to date of maturity (December 31, 2018).

 ● The
                                         company applied the following accounting literature:

 ● ASC
                                         470-50, “Modifications and Extinguishments” was applied to determine whether
                                         the modification is required to be accounted for as an extinguishment

 ● ASC
                                         815-15, “Derivatives and Hedging - Embedded Derivatives”/ ASC 815-40,
                                         “Derivatives and Hedging- Contracts in Entity's Own Equity” was applied to
                                         determine whether the embedded conversion feature is required to be bifurcated.

 ● ASC
                                         470-20, “Debt - Debt with Conversion and Other Options” was applied to determine
                                         whether the conversion feature is beneficial to the lenders (i.e. the existence of Beneficial
                                         Conversion Feature).

 ● ASC
                                         835-30, ”Interest - Imputation of Interest” was applied to determine the
                                         periodic interest cost (including amortization) which represents the effective interest
                                         rate on the face amount of the loans (including the periodic premium amortization).

Securities and Exchange Commission

June 26, 2018

Page 4 of 5

The
below table describes the roll forward of 2017 Loan and 2016 Loan for the three months ended March 31, 2018 and the year ended
December 31, 2017:

    March 31,
    December 31,

    2018
    2017

    Opening balance
    $ 3,204
    $ 289

    Proceeds from issuance of convertible loan, net of issuance cost
      -
      811

    Recognition of derivative liability related to 2016 Loan
      -
      -

    Recognition of BCF as a discount of 2017 Loan
      -
      (811 )

    Amortization of premium related to convertible loans (*)
      (446 )
      -

    Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan
      -
      1,122

    Accrued interest on 2017 Loan and 2016 Loan
      13
      47

    Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment
      -
      (1,458 )

    Amount allocated to 2016 and 2017 Loan based on modified terms
      -
      3,204

    $ 2,771
    $ 3,204

    (*)
    The
    amortization of premium represents the periodic amortization of the balance of the amount that was allocated to the 2016 and
    2017 loans upon the 2017 loan amendment into the respective principal amount of such loans. As of December 31, 2017 fair value
    of the loans was USD 3,137 thousands, principal amount of the loans was USD 1,353 thousands. The differences between the fair
    value of the loans and its principal value at the amount of USD  1,785 (the “premium”) will be amortized
    quarterly over the loans remaining contractual life- till December 31, 2018.

General

 2. We
                                         note that you have a pending request for confidential treatment relating to Exhibit 10.1
                                         to your Form 8-K filed June 5, 2018. Please be advised that we will not be in a position
                                         to declare your registration statement effective until we resolve any issues concerning
                                         the confidential treatment request.

Response:

The
Commission granted confidential treatment for the information excluded from the Exhibits to the Company’s Form 10-K filed
on March 29, 2018, as amended, and Form 8-K filed on June 5, 2018, as set forth below.

    Exhibit
    to Form
    Filed on
    Confidential Treatment Granted

    10.43
    10-K
    March 29, 2018
    through March 29, 2028

    10.44
    10-K
    March 29, 2018
    through March 29, 2028

    10.1
    8-K
    June 5, 2018
    through May 31, 2028

Securities and Exchange Commission

June 26, 2018

Page 5 of 5

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

    Very
    truly yours,

    /s/
    OR EISENBERG

    Or
    Eisenberg

    Acting Chief Executive Officer and Chief Financial Officer

    Cc:
    Gregory
                                         Sichenzia, Esq.

        Avital
        Perlman, Esq.

        Ido
        Zemach, Adv.

        Yoni
        Henner, Adv.

June 13, 2018
Or Eisenberg
Acting Chief Executive Officer and Chief Financial Officer
Wize Pharma, Inc.
5b Hanagar Street
Hod Hasharon, Israel 4527708
Re:Wize Pharma, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 6, 2018
File No. 333-222889
Dear Mr. Eisenberg:
            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.
Amendment No. 2 to Registration Statement on Form S-1 filed June 6, 2018
Note 5. Convertible Loans, page F-61
1.In a footnote to the table on page F-62, you noted that the amortization of premium
represents the periodic amortization of the balance of the amount that was allocated to the
2016 and 2017 loans upon the 2017 loan amendment into the respective principal amount
of such loans. Please provide us the following information:
•quantify the "balance of the amount that was allocated to the 2016 and 2017 loans,"
•the amortization period of the premium, and
•the relevant accounting literature that supports your accounting.

 FirstName LastNameOr Eisenberg
 Comapany NameWize Pharma, Inc.
 June 13, 2018 Page 2
 FirstName LastName
Or Eisenberg
Wize Pharma, Inc.
June 13, 2018
Page 2
General
2.We note that you have a pending request for confidential treatment relating to Exhibit 10.1
to your Form 8-K filed June 5, 2018. Please be advised that we will not be in a position to
declare your registration statement effective until we resolve any issues concerning the
confidential treatment request.
            You may contact Sasha Parikh at 202-551-3627 or Sharon Blume at 202-551-3474 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Christine Westbrook at 202-551-5019 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Gregory Sichenzia, Esq. - Sichenzia Ross Ference Kesner LLP

CORRESP
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Wize Pharma, Inc.

24 Hanagar Street

Hod Hasharon, Israel 4527708

May 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:	Irene Paik and Christine Westbrook

    Re:

    	Wize Pharma, Inc.

Registration Statement on Form S-1

Filed February 6, 2018

File No. 333-222889

Ladies and Gentlemen:

The following responses
address the comments of the reviewing Staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) as set forth in a comment letter dated March 6, 2018 (the "Comment
Letter") relating to the Registration Statement on Form S-1 (the “Registration Statement”) filed on
February 6, 2018 by Wize Pharma, Inc. (the “Company”). The numbers of the responses in this letter correspond
to the numbers of the staff’s comments as set forth in the Comment Letter. We are simultaneously filing an amendment to the
Registration Statement (the “Amendment”).

For reference purposes,
the Staff’s comments have been reproduced herein in bold-face type, followed by the Company’s response.

Registration Statement on Form S-1 filed
February 6, 2018 Prospectus

Summary, page 2

 1. Please balance your disclosure in this section by including disclosure
of your need to secure additional funding to complete the current Multi-Center Phase II trial of LO2A and that your Single Center
Phase II trial was terminated.

Response:

We have
revised our disclosure on page 2 of the Amendment to address the above comment.

Risk Factors

Our current pipeline is based
on a single compound, LO2A..., page 10

 2. With reference to your disclosure on page 44, please revise your risk
factor to add that you currently do not have the necessary funding required to complete the Multi-Center Trial.

Response:

As disclosed in our Current Report
on Form 8-K filed with the Commission on February 28, 2018, on February 28, 2018, the Company issued a press release announcing
that it had received notices from existing stockholders and lenders to exercise investment rights and warrants to purchase shares
of the Company’s common stock. Accordingly, between March 18, 2018 and March 26, 2018, existing stockholders and lenders
exercised investment rights and warrants to purchase an aggregate of 575,134 shares of Common Stock, resulting in gross proceeds
to us of $0.9 million. Therefore, we believe that we currently have the necessary funding required to complete the Multi-Center
Trial.

We have revised our disclosure on
page 11 of the Amendment to say that we believe that we currently have sufficient funds to complete the Multi-Center
Trial.

Securities and Exchange Commission

May 10, 2018

Page 2  of 6

Our Business

LO2A License Agreement, page
36

 3. Please revise pages 37 and 38 to disclose the royalties required to be
paid under the LO2A License Agreement and the Third Amendment. In addition, please file as an exhibit to the registration statement
the December 26, 2017 amendment to the LO2A License Agreement or tell us why you believe this agreement is not required to be filed.
Refer to Item 601(b)(10) of Regulation S-K.

Response:

The
Company has disclosed the royalties required to be paid under the LO2A License Agreement on page 38 of the Amendment. We have
filed for confidential treatment for certain portions of the Third Amendment to Exclusive Distribution and Licensing
Agreement by and between Wize Pharma Ltd. and Resdevco Research and Development Company Ltd., dated December 26, 2017 (the
“Third Amendment”) and the Memorandum of Understanding by and between Wize Pharma Ltd. and Resdevco
Research and Development Company Ltd., dated January 8, 2018 (the “MOU”), including the royalties required
to be paid under the Third Amendment and the MOU. The redacted Third Amendment and the MOU were filed as Exhibits 10.43 and
10.44, respectively, to our Annual Report on Form 10-K filed on March 29, 2018.

LO2A,
page 39

 4. We note your disclosure that you intend to market LO2A as a treatment
for dry eye syndrome and other ophthalmic inflammations in the U.S., along with other jurisdictions. Please revise your disclosure
on page 39 to remove the reference to “a well-established safety profile” for LO2A, as a safety determination to permit
marketing in the U.S. is exclusively within the authority of the U.S. FDA. You may describe current marketing approvals as well
as your clinical results but you should not draw conclusions about the safety of your product candidate. Please make similar revisions
to the statement on page 42 concerning the efficacy and safety of sodium hyaluronate for the treatment of the symptoms of dry eye
disease.

Response:

We have
revised our disclosure on pages 40 and 43 of the Amendment to address the above comment.

Securities and Exchange Commission

May 10, 2018

Page 3  of 6

Clinical Data, page 42

 5. In your descriptions of the clinical studies that have been performed,
where you indicate that a study demonstrated statistical significance or significant improvement, please indicate the p-value by
which you measured statistical significance. Please also explain how "p-value" is used to measure statistical significance.
Additionally, please revise your statement on page 39 that references the retention of LO2A on the corneal surface for a period
of 4-6 hours to describe the clinical endpoints and objective data points observed in the relevant study.

Response:

We have
revised our disclosure on pages 40, 43, 44 and 45 of the Amendment to address the above comment.

Assessment of Tolerance to
LO2A Eye Drops, page 43

 6. Please expand your disclosure to identify the adverse events observed
from application of LO2A compared to HPMC eye drops.

Response:

We have
expanded our disclosure on page 44 of the Amendment to address the above comment.

Our Clinical Trial, page
44

 7. Please expand your disclosure regarding the Multi-Center Trial to identify
the clinical endpoints of the study and the additional trials that will need to take place in order to receive regulatory approval
for the treatment of CCH in Israel.

Response:

We have
expanded our disclosure on pages 45 and 46 of the Amendment to address the above comment.

 8. We note your statement on page 45 that you plan on initiating a Phase
IV study of LO2A for patients suffering from DES with Sjögren’s. Please expand your disclosure to identify the regulatory
agency to which you will be submitting the results, why the study is necessary, when you plan to initiate the study and the clinical
endpoints of the trial.

Response:

We have
expanded our disclosure on page 46 of the Amendment to address the above comment.

Marketing and Sales, page 45

 9. We note your disclosure that the regulatory process in China has not been completed.
                                                                      Please expand your disclosure to include the indications you plan to pursue as well as the clinical trials that will need to
                                                                      be conducted in order to receive regulatory approval.

Response:

We have
expanded our disclosure on page 47 of the Amendment to address the above comment.

Government Regulations, page
47

 10. We note that you provide a summary of the U.S., EU and Israeli regulatory
processes for the approval of drugs. We also note that you have a license to market LO2A in the U.S., Israel, Ukraine and China.
Please expand your disclosure to discuss the regulatory pathway in jurisdictions where you plan to market LO2A.

Response:

We have
expanded our disclosure on pages 58 to 61 of the Amendment to address the above comment.

Securities and Exchange Commission

May 10, 2018

Page 4  of 6

General

 11. Given the relative size of the offering to your outstanding shares and
the shares held by non-affiliates, the relationship of certain of the selling shareholders to you, the circumstances under which
the selling shareholders received the shares, and the amount of time that the selling shareholders have held the shares, it appears
that the resale of securities may be by or on behalf of the issuer. For each portion of the resale offering, please provide us
an analysis explaining your basis for determining that such portion of the offering is eligible to be made pursuant to Rule 415(a)(1)(i).
In responding, please consider the guidance provided in Compliance Disclosure Interpretations, Securities Act Rules, Question 612.09.

Response:

The Company
has determined to reduce the size of the offering significantly, to 1,261,275 shares of common stock (collectively, the “Resale
Shares”) from 6,053,885 shares (as adjusted for the reverse stock split of the Company’s common stock at a ratio
of one for twenty-four (1:24), which was effected on March 5, 2018). The Resale Shares consist of (i) 704,888 shares issued to
certain of the selling stockholders on November 16, 2017 pursuant to a merger with Wize Pharma Ltd., an Israeli company (“Wize
Israel”), which became our wholly-owned subsidiary on November 16, 2017 (ii) 338,945 are issuable upon the conversion
of certain convertible loans and (iii) 217,442 shares were issued to certain of the selling stockholders on March 26, 2018 upon
the exercise of certain convertible securities of the Company originally issued on November 16, 2017. The six selling shareholders
are Rimon Gold Assets Ltd. (“Rimon”), Ridge Valley Corporation ("Ridge"), Yaakov Zarachia (“Zarachia”),
Simcha Sadan (“Sadan”), Shimshon Fisher ("Fisher") and Ron Mayron (“Mayron”).

Under Securities
Act Rules Compliance and Disclosure Interpretation 612.09 (“CDI 612.09”), the question of whether a purported secondary
offering is actually a primary offering (i.e., whether a selling shareholder is actually an underwriter selling on behalf of the
issuer) is a factual one. Under CDI 612.09, consideration should be given to (a) how long the selling shareholders have held the
common stock, (b) the circumstances under which the selling shareholders received the common stock, (c) the selling shareholders’
relationship to the issuer, (d) the amount of common stock involved, (e) whether the selling shareholders are in the business of
underwriting securities, and (f) whether under all of the circumstances it appears that the selling shareholders are acting as
a conduit for the issuer. Based on its analysis of these factors, we have concluded that the selling shareholders are not underwriters.
The following is our analysis under each of the factors:

 (1) How long the selling shareholders have held the common stock.

Rimon’s 421,338 Resale
Shares consist of (i) 203,896 shares of common stock issuable upon the conversion of convertible loans entered into between Rimon
and Wize Israel on March 20, 2016 (as amended on March 30, 2016 and December 21, 2017) and January 15, 2017 (as amended on December
21, 2017) and (ii) 217,442 shares of common stock that were issued on March 26, 2018 in connection with Rimon’s exercise
of certain investment rights originally granted in March 2016 in connection with the 2016 loan. Rimon’s investment rights
allow it to, until June 30, 2019, invest up to $796,601, in the aggregate, in exchange for our common stock an agreed price per
share of $1.308 per share.

Securities and Exchange Commission

May 10, 2018

Page 5  of 6

The 331,877 Resale Shares
being registered held by Ridge are part of the shares that were originally issued to Ridge on November 16, 2017 in connection with
our merger with Wize Israel. These shares were issued in exchange for Ridge’s 4,790,267 ordinary shares of Wize Israel. Ridge’s
ordinary shares of Wize Israel were originally issued in 2015.

The 184,284 Resale Shares
being registered held by Zarachia are part of the shares that were originally issued to Zarachia on November 16, 2017 in connection
with our merger with Wize Israel. These shares were issued in exchange for Zarachia’s 2,963,709 ordinary shares of Wize Israel.
Zarachia’s ordinary shares of Wize Israel were originally issued in 2015.

The 162,468 Resale Shares
being registered held by Sadan are part of the shares that were originally issued to Sadan on November 16, 2017 in connection with
our merger with Wize Israel. These shares were issued in exchange for Sadan’s 2,459,133 ordinary shares of Wize Israel. Sadan’s
ordinary shares of Wize Israel were originally purchased in June 2016.

The 26,259 Resale Shares being
registered held by Mayron were originally issued to Mayron on November 16, 2017 in connection with our merger with Wize Israel.
These shares were issued in exchange for Mayron’s 152,056 ordinary shares of Wize Israel originally issued in November 2017
upon Mayron’s exercise of options that were granted to him as compensation for services as a director on September 30, 2015
and November 23, 2016.

Fisher's 135,049 Resale Shares
are issuable upon the conversion of a convertible loan entered into with Wize Israel in 2017 on January 15, 2017 (as amended on
December 21, 2017).

All of the currently issued
and outstanding Resale Shares were issued more than six months prior to the expected effectiveness of this Registration Statement,
and they, together with the 338,945 shares issuable under conversion of the 2016 and 2017 loans, can be “tacked back”
to ordinary shares of Wize Israel issued to the selling stockholders more than 12 months prior to the expected effectiveness of
this Registration Statement, with the majority tacking back to 2016 or earlier.

None of the Resale Shares
have been sold since their initial issuance as ordinary shares of Wize Israel. The length of time demonstrates that the shares
were not obtained with a view to be distributed by the selling shareholders as an underwriter on behalf of the Company.

 (2) The circumstances under which the selling shareholders received the common
stock.

Please see the response to
(1) above.

 (3) The selling shareholders’ relationships to the issuer.

Rimon, Ridge and Fisher have
loaned us funds, Zacharia and Sadan have invested in our private placements, and Mayron was originally issued his shares as compensation
for services provided. All of these transactions were conducted on an arms length basis. Except for Mr. Mayron, who is also our
Chairman of the Board, and Noam Danenberg, our Chief Operating Officer, who is the son-in-law of a minority owner of Ridge, none
of the selling shareholders has any relation to our company. None of the selling shareholders have any special contractual rights
as stockholders of our company, provided however, that Rimon has a first priority security interest in Wize Israel’s rights,
including its distribution rights, under the LO2A License Agreement, and its assets, and our loan agreements contain covenants
typical for secured financings.

Securities and Exchange Commission

May 10, 2018

Page 6 of 6

Furthermore, none of the selling
shareholders is acting on our behalf with respect to the shares being registered for resale under this registration statement,
and we have no contractual, legal or other relationship with the selling shareholders that would control the timing, nature and
amount of resale of such shares following the effectiveness of the registration statement or whether such shares are even resold
at all under the registration statement. In addition, the Company will not receive any of the proceeds from any resale of the shares
by the selling shareholders under the registration statement.

 (4) The amount of common stock involved.

We acknowledge that the selling
shareholders are seeking to register for resale up to 1,261,275 shares of our common stock, or approximately 24.88% of our common
stock and 50% of our non-affiliate float. According to CDI 612.09, this single factor alone is not determinative in the given analysis.

 (5) Whether the selling shareholders are in the business of underwriting securitie

March 6, 2018
Or Eisenberg
Acting Chief Executive Officer and Chief Financial Officer
Wize Pharma, Inc.
5b Hanagar Street
Hod Hasharon, Israel 4527708
Re:Wize Pharma, Inc.
Registration Statement on Form S-1
Filed February 6, 2018
File No. 333-222889
Dear Mr. Eisenberg:
            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 February 6, 2018
Prospectus Summary, page 2
1.Please balance your disclosure in this section by including disclosure of your need to
secure additional funding to complete the current Multi-Center Phase II trial of LO2A and
that your Single Center Phase II trial was terminated.
Risk Factors
Our current pipeline is based on a single compound, LO2A..., page 10
2.With reference to your disclosure on page 44, please revise your risk factor to add that you
currently do not have the necessary funding required to complete the Multi-Center Trial.

 FirstName LastNameOr Eisenberg
 Comapany NameWize Pharma, Inc.
 June 16, 2017 Page 2
 FirstName LastNameOr Eisenberg
Wize Pharma, Inc.
March 6, 2018
Page 2
Our Business
LO2A License Agreement, page 36
3.Please revise pages 37 and 38 to disclose the royalties required to be paid under the LO2A
License Agreement and the Third Amendment.  In addition, please file as an exhibit to the
registration statement the December 26, 2017 amendment to the LO2A License
Agreement  or tell us why you believe this agreement is not required to be filed.  Refer to
Item 601(b)(10) of Regulation S-K.
LO2A, page 39
4.We note your disclosure that you intend to market LO2A as a treatment for dry eye
syndrome and other ophthalmic inflammations in the U.S., along with other jurisdictions.
Please revise your disclosure on page 39 to remove the reference to “a well-established
safety profile” for LO2A, as a safety determination to permit marketing in the U.S. is
exclusively within the authority of the U.S. FDA. You may describe current marketing
approvals as well as your clinical results but you should not draw conclusions about the
safety of your product candidate. Please make similar revisions to the statement on page
42 concerning the efficacy and safety of sodium hyaluronate for the treatment of the
symptoms of dry eye disease.
Clinical Data, page 42
5.In your descriptions of the clinical studies that have been performed, where you indicate
that a study demonstrated statistical significance or significant improvement, please
indicate the p-value by which you measured statistical significance.  Please also explain
how "p-value" is used to measure statistical significance. Additionally, please revise your
statement on page 39 that references the retention of LO2A on the corneal surface for a
period of 4-6 hours to describe the clinical endpoints and objective data points observed in
the relevant study.
Assessment of Tolerance to LO2A Eye Drops, page 43
6.Please expand your disclosure to identify the adverse events observed from application of
LO2A compared to HPMC eye drops.
Our Clinical Trial, page 44
7.Please expand your disclosure regarding the Multi-Center Trial to identify the clinical
endpoints of the study and the additional trials that will need to take place in order to
receive regulatory approval for the treatment of CCH in Israel.
8.We note your statement on page 45 that you plan on initiating a Phase IV study of LO2A
for patients suffering from DES with Sjögren’s.  Please expand your disclosure to identify

 FirstName LastNameOr Eisenberg
 Comapany NameWize Pharma, Inc.
 June 16, 2017 Page 3
 FirstName LastName
Or Eisenberg
Wize Pharma, Inc.
March 6, 2018
Page 3
the regulatory agency to which you will be submitting the results, why the study is
necessary, when you plan to initiate the study and the clinical endpoints of the trial.
Marketing and Sales, page 45
9.We note your disclosure that the regulatory process in China has not been
completed. Please expand your disclosure to include the indications you plan to pursue as
well as the clinical trials that will need to be conducted in order to receive regulatory
approval.
Government Regulations, page 47
10.We note that you provide a summary of the U.S., EU and Israeli regulatory processes for
the approval of drugs.  We also note that you have a license to market LO2A in the U.S.,
Israel, Ukraine and China.  Please expand your disclosure to discuss the regulatory
pathway in jurisdictions where you plan to market LO2A.
General
11.Given the relative size of the offering to your outstanding shares and the shares held by
non-affiliates, the relationship of certain of the selling shareholders to you, the
circumstances under which the selling shareholders received the shares, and the amount of
time that the selling shareholders have held the shares, it appears that the resale of
securities may be by or on behalf of the issuer.  For each portion of the resale offering,
please provide us an analysis explaining your basis for determining that such portion
of the offering is eligible to be made pursuant to Rule 415(a)(1)(i).  In responding, please
consider the guidance provided in Compliance Disclosure Interpretations, Securities Act
Rules, Question 612.09.
            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 Sasha Parikh at 202-551-3627 or Sharon Blume at 202-551-3474 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Christine Westbrook at 202-551-5019 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Gregory Sichenzia, Esq. - Sichenzia Ross Ference Kesner LLP

CORRESP
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filename1.htm

September
7, 2017

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: OphthaliX,
                                         Inc.

        Registration
        Statement on Form S-4

        File
        No. 333-219514

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OphthaliX, Inc. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-219514) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on September 8, 2017 or
as soon thereafter as may be practicable.

The
Registrant hereby acknowledges that:

 ● should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

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

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

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to
our counsel, McDermott Will & Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel
to orally modify or withdraw this request for acceleration.

Please
also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Emmanuel via email to
gemmanuel@mwe.com or facsimile to (212) 547-5444 and via mail at 340 Madison Avenue, New York, NY 10173.

    Very
    truly yours,

    OPHTHALIX,
    INC.

    By:
    /s/
    Pnina Fishman

    Name:
    Pnina Fishman

    Title:
    Chief Executive Officer

cc:
Gary Emmanuel (McDermott Will & Emery LLP)

August 3, 2017
Pnina  Fishman
Chairman and Chief Executive OfficerOphthaliX, Inc.10 Bareket StreetPetach Tikva, Israel, 4951778
OphthaliX, Inc.
Registration Statement on Form S-4Filed July 27, 2017File No. 333-219514Re:
Dear Dr. Fishman:
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 theirdisclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Gary Emmanuel

December 8, 2011
 Dr. Pnina Fishman Interim Chief Executive Officer Denali Concrete Management, Inc. 123 West Nye Lane, Suite 129
Carson City, NV  89706

Re: Denali Concrete Management
 Form 8-K
Filed November 23, 2011 File No. 000-52545

Dear Dr. Fishman:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/Tia L. Jenkins    Tia L. Jenkins
Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining

November 23, 2011
 Pnina Fishman Interim Chief Executive Officer Denali Concrete Management, Inc. 123 West Nye Lane, Suite 129
Carson City, NV  89706

Re: Denali Concrete Management, Inc.
 Form 8-K
Filed November 23, 2011 File No. 000-52545

Dear Dr. Fishman:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

1. When a reverse merger (recapitalization) occu rs, a change in accountants almost always
occurs unless the same accountan t audited the pre-merger fina ncial statements of both the
shell company registrant and the operating company.  The independent accounting firm
that will no longer be associated with the registrant is considered the predecessor
accountant.   We note that Denali Concrete Management’s accountant is R.R. Hawkins &
Associates while Eye Fite Lt d’s accountant is Kost Forer Gabbay & Kasierer (Ernst &
Young).  Please amend the Form 8-K to incl ude the disclosures required by Item 4.01.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Pnina Fishman
 Denali Concrete Management, Inc.  November 23, 2011  Page 2

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

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

You may contact Blaise Rhodes at 202 551-3774 or Jamie Kessel at 202 551-3727 if you
have questions regarding our comments.
Sincerely,
   /s/ Tia L. Jenkins    Tia L. Jenkins
Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining

Mail Stop 3561

                                                                                               June 3, 2009  Mathew G. Rule, President Denali Concrete Management, Inc. 251 Jeanell Drive    Suite 3 Carson City, NV  89703       RE:  Denali Concrete Management, Inc. (“the company”)
             Form 10-K FYE December 31, 2008              Filed February 27, 2009;              Form 8-Ks filed July 23, 2008 and September 16, 2008              File No. 0-52545

                     Dear Mr.Rule:   We have completed our review of your filing and have no further comments at
this time.             S i n c e r e l y ,                                                                                                      John Reynolds,         A s s i s t a n t  D i r e c t o r     cc:  Cletha A. Walstrand, Esq.

CORRESP
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filename1.htm

SEC Correspondence

CLETHA A. WALSTRAND

ATTORNEY AT LAW

1322 WEST PACHUA CIRCLE

IVINS, UT  84738

OFFICE: 435-688-7317 FAX: 435-688-7318

May 13, 2009

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:

Ms. Janice McGuirk

Re:

Denali Concrete Management, Inc. (“the Company”)

Form 10-K FYE December 31, 2008

Filed February 27, 2009

Form 8-Ks filed July 23, 2008 and September 16, 2008

File No. 0-52545

Dear Ms. McGuirk:

Denali Concrete Management, Inc., (the “Company”), has received your comment letter dated April 10, 2009, (“comment letter”) pertaining to the above referenced Form 10-K for Fiscal Year Ended December 31, 2008 and Forms 8-K filed July 23, 2008 and September 16, 2008.  This letter contains the Company’s responses to the comment letter.   To assist the staff of the Commission in completing its review of the Amendment, the numbered paragraphs in this response letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-K

Management’s Discussion and Analysis

Liquidity and Capital resources. Page 11.

1.

We note the Letter of Intent for a Share Exchange Agreement (“agreement”) between the company and ZZPartners, Inc. signed on July 23, 2008 and amended September 15, 2008 reported in Form 8-Ks filed July 23, 2008 and September 16, 2008, respectively.  We further note in the amended agreement that ZZPartners extended the date to enter into a definitive agreement to October 15, 2008 and paid the company a $25,000 deposit.  We are unable to locate disclosure on the current status of negotiations with ZZ Partners. Please advise.  If the letter of intent with ZZPartners is not being pursued, provide clear disclosure of this and state when negotiations between the parties ceased.

RESPONSE:

We have included full disclosure in our March 31, 2009 Form 10-Q regarding the ZZ Partners transaction.  ZZ Partners did not make the additional $25,000 deposit and negotiations have ceased.  ZZ Partners forfeited the original $25,000 deposit.

Signatures

2.

Please include the signature of your controller or principal accounting officer as required by Form 10-K. See General Instruction D.(2) to Form 10-K. if your controller or principal accounting officer has signed the Form 1 0-Ks but the signature page does not indicate that the person signing occupies that position, then please confirm that your controller or principal accounting officer has signed the form and that in future filings you will indicate each capacity in which the officers are signing the report. See General Instruction D.(2) to the Form 10-K.

RESPONSE:

Our principal accounting officer, Mathew Rule signed the Form 10-K.  In future filings, we will indicate this capacity.

The company hereby acknowledges that:

•

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

•

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

•

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

Very truly yours,

/s/ Cletha A. Walstrand

Cletha A. Walstrand

Attorney at Law

Mail Stop 3561

                                                                                       April 10, 2009  Mathew G. Rule, President Denali Concrete Management, Inc. 251 Jeanell Drive   Suite 3 Carson City, NV  89703       RE:  Denali Concrete Management, Inc. (“the company”)
             Form 10-K FYE December 31, 2008              Filed February 27, 2009;              Form 8-Ks filed July 23, 2008 and September 16, 2008              File No. 0-52545
Dear Mr. Rule:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  additional information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
further comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Management’s Discussion and Analysis
 Liquidity and Capital Resources, page 11

1. We note the Letter of Intent for a Sh are Exchange Agreement (“agreement”)
between the company and ZZPartners, In c. signed on July 23, 2008 and amended
September 15, 2008 reported in Form 8- Ks filed July 23, 2008 and September 16,
2008, respectively.  We further note in the amended agreement that ZZPartners
extended the date to enter into a defi nitive agreement to October 15, 2008 and
paid the company a $25,000 deposit.  We ar e unable to locate disclosure on the
current status of negotiations with ZZ Part ners.  Please advise.  If the letter of
intent with ZZPartners is not being pursue d, provide clear disclosure of this and
state when negotiations between  the parties ceased.

Mathew G. Rule
Denali Concrete Management, Inc.
April 10, 2009 Page 2  Signatures

2. Please include the signature of your cont roller or principal accounting officer as
required by Form 10-K. See General Instru ction D.(2) to Form 10-K.  If your
controller or principal accounting officer has signed the Form 10-K, but the signature page does not i ndicate that the person signi ng occupies that position,
then please confirm that your controller or principal accounting officer has signed
the form and that in future filings you will indicate each capacity in which the officers are signing the report.  See Gene ral Instruction D.(2) to the Form 10-K.

 Closing Comments

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please understand that we may have additional comments after reviewing your responses.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
    In connection with responding to our comments, please provide in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and
 • the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mathew G. Rule
Denali Concrete Management, Inc. April 10, 2009 Page 3
    Please call Janice McGuirk at (202) 551- 3395 or Pam Howell, reviewer, at (202)
551- 3357 with any questions.
  Sincerely,

John Reynolds Assistant Director