SecProbe.io

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 July 10, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 RYVYL Inc. (CIK: 0001419275)

 Registration Statement No. 333-284986 on Form S-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act" ),
Maxim Group LLC hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 5:00 p.m. Eastern Time, July 14, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

 The undersigned has complied and will comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 By:
 Maxim Group LLC

 By:
 /s/ Ritesh M. Veera

 Name:
 Ritesh M. Veera

 Title:
 Co-Head, Investment Banking

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 RYVYL Inc..

 3131 Camino Del Rio North, Suite 1400

 San Diego, CA 92108

 July 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Ryvyl, Inc.

 Registration Statement on Form S-1

 Initially filed February 14, 2025, as amended

 File No. 333-284986

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Ryvyl, Inc., hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form S-1 so that it will become effective at 5:00 p.m., Eastern Time, on Monday, July 14, 2025 (the " Effective Time ").
The Company hereby grants to each of Sarah W. Williams, Esq. and Scott M. Miller, Esq. of Ellenoff Grossman & Schole LLP the authority
to communicate to the staff of the U.S. Securities and Exchange Commission one or more requests for any potential deferral of the Effective
Time.

 Very truly yours,

 /s/ Fredi Nisan

 Fredi Nisan

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

February 24, 2025
Fredi Nisan
Chief Executive Officer
RYVYL Inc.
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
Re:RYVYL Inc.
Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284986
Dear Fredi Nisan:
            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 Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Sarah E. Williams

United States securities and exchange commission logo
August 21, 2023
Fredi Nisan
Chief Executive Officer
RYVYL Inc.
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
Re:RYVYL Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 1-34294
Dear Fredi Nisan:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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RYVYL Inc.

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

VIA EDGAR

August 10, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Tony Watson and Suying Li

Re:   RYVYL Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed April 17, 2023

File No. 1-34294

Dear Tony Watson:

RYVYL Inc. (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on July 11, 2023 (the “Comment Letter”) regarding the Company’s Annual Report on Form 10-K filed with the Commission on April 17, 2023 (the “Form 10-K”).

Concurrently with this response letter, the Company is filing Amendment No. 1 to the Form 10-K (“Amendment No. 1”) via EDGAR. Amendment No. 1 includes revisions made in response to the comments of the Staff in the Comment Letter.

For the Staff’s convenience, we have repeated the Staff’s comments in bold, and have followed each comment with the Company’s response. References in the responses to page numbers and section headings refer to page numbers and section headings of Amendment No. 1.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 9A. Controls and Procedures, page 29

			1.

			Please provide the disclosures required in Item 308(a) of Regulation S-K related to management’s annual report on internal control over financial reporting as of the end of your most recent fiscal year.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 29.

Notes to Consolidated Financial Statements

Note 3. Restatement of Consolidated Financial Statements, page F-13

			2.

			Please tell us your consideration of labeling your statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the year ended December 31, 2021 as “Restated” and disclosing the effect of the correction on each financial statement line item. Refer to ASC 250-10-45-23 and ASC 250-10-50-7. Please have your auditor revise their report to reference the restatement in accordance with paragraph 18e of AS 3101.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s auditor has revised its report on pages F-2 and F-14 through F-17.

Note 15. Segment Reporting, page F-34

			3.

			It appears operating income or (loss) is the measure of profit and loss used by management to evaluate segment performance and allocate resources to the segments. Please disclose operating income or (loss) and depreciation and amortization expense for each reportable segment. Please reconcile the total of the reportable segments’ measures of profit or loss to your consolidated income before income taxes and discontinued operations. Please reconcile the total of reportable segments’ assets to your consociated assets. Refer to ASC 280-10-50-22 and 50-30.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page F-34.

****

We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Sarah E. Williams, Esq., at swilliams@egsllp.com or by telephone at (212) 370-1300.

Sincerely,

      /s/ Fredi Nisan

Fredi Nisan

Chief Executive Officer

United States securities and exchange commission logo
July 11, 2023
Fredi Nisan
Chief Executive Officer
RYVYL Inc.
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
Re:RYVYL Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 1-34294
Dear Fredi Nisan:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 29
1.Please provide the disclosures required in Item 308(a) of Regulation S-K related to
management's annual report on internal control over financial reporting as of the end of
your most recent fiscal year.
Notes to Consolidated Financial Statements
Note 3. Restatement of Consolidated Financial Statements, page F-13
2.Please tell us your consideration of labeling your statement of operations, statement of
changes in stockholders' equity and statement of cash flows for the year ended December
31, 2021 as "Restated" and disclosing the effect of the correction on each financial
statement line item.  Refer to ASC 250-10-45-23 and ASC 250-10-50-7.  Please have your
auditor revise their report to reference the restatement in accordance with paragraph 18e
of AS 3101.

 FirstName LastNameFredi Nisan
 Comapany NameRYVYL Inc.
 July 11, 2023 Page 2
 FirstName LastName
Fredi Nisan
RYVYL Inc.
July 11, 2023
Page 2
Note 15. Segment Reporting, page F-34
3.It appears operating income or (loss) is the measure of profit and loss used by
management to evaluate segment performance and allocate resources to the segments.
Please disclose operating income or (loss) and depreciation and amortization expense for
each reportable segment.  Please reconcile the total of the reportable segments’ measures
of profit or loss to your consolidated income before income taxes and discontinued
operations.  Please reconcile the total of reportable segments’ assets to your consociated
assets.  Refer to ASC 280-10-50-22 and 50-30.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tony Watson at (202) 551-3318 or Suying Li at (202) 551-3335 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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GREENBOX POS

3131 CAMINO DEL RIO NORTH, SUITE 1400

SAN DIEGO, CA 92108

July 16, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			GreenBox POS

			Registration Statement on Form S-3 (File No. 333-257798)

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, GreenBox POS hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Monday, July 19, 2021, or as soon thereafter as possible.

Very truly yours,

GreenBox POS

/s/ Ben Errez

Ben Errez

Executive Vice President

United States securities and exchange commission logo
July 15, 2021
Fred Nisan
Chief Executive Officer
GreenBox POS
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
Re:GreenBox POS
Registration Statement on Form S-3
Filed July 9, 2021
File No. 333-257798
Dear Mr. Nisan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-2365 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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GREENBOX POS

8880 RIO SAN DIEGO DRIVE, SUITE 102

SAN DIEGO, CA 92108

February 11, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Greenbox POS

			Registration Statement on Form S-1 (File No. 333-252576)

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, GreenBox POS hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Friday, February 12, 2021, or as soon thereafter as possible.

Very truly yours,

GreenBox POS

/s/ Ben Errez

Ben Errez

Executive Vice President

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February 11, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Mr. Scott Anderegg

			Re:
			Greenbox POS

			Registration Statement on Form S-1

			Filed February 10, 2021

			File No. 333-252576

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the several underwriters, hereby joins Greenbox POS (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-252576) (the “Registration Statement”) to become effective on Friday, February 12, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lucosky Brookman LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that copies of the Company’s Preliminary Prospectus, dated February 10, 2021, were furnished to one prospective underwriter and distributed by the underwriter approximately as follows through the date hereof: 300+ copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

KINGSWOOD CAPITAL MARKETS,

a division of Benchmark Investments, Inc.

By:     /s/ Sam Fleischman

Name:      Sam Fleischman

Title:      Supervisory Principal

United States securities and exchange commission logo
February 5, 2021
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, CA 92108
Re:GreenBox POS
Registration Statement on Form S-1
Filed January 29, 2021
File No. 333-252576
Dear Mr. Nisan:
            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 Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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GREENBOX POS

8880 RIO SAN DIEGO DRIVE, SUITE 102

SAN DIEGO, CA 92108

January 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			GreenBox POS

			Registration Statement on Form S-1 (File No. 333-251636)

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, GreenBox POS hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Friday, January 15, 2021, or as soon thereafter as possible.

Very truly yours,

GreenBox POS

/s/ Ben Errez

Ben Errez

Executive Vice President

United States securities and exchange commission logo
January 5, 2021
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, CA 92108
Re:GreenBox POS
Registration Statement on Form S-1
Filed December 23, 2020
File No. 333-251636
Dear Mr. Nisan:
            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 Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joseph Lucosky, Esq.

United States securities and exchange commission logo
August 10, 2020
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, California 92108
Re:GreenBox POS
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed May 15, 2020
File No. 1-34294
Dear Mr. Nisan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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GREENBOX POS

8880 RIO SAN DIEGO DRIVE, SUITE 102

SAN DIEGO, CALIFORNIA 92108

July 6, 2020

Bill Thompson

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: GreenBox POS

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed May 15, 2020

Form 10-Q for the Quarterly Period Ended March 31, 2020

Filed May 28, 2020

File No. 1-34294

Dear Mr. Thompson,

By letter dated June 16, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the “Commission”) provided GreenBox POS (the “Company,” “we,” “us” or “our”) with its comments to the Company’s Form 10-K for the Fiscal Year ended December 31, 2019 filed on May 15, 2020 and the Company’s Form 10-Q for the Quarterly Period Ended March 31, 2020 filed on May 28, 2020. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended December 31, 2019

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

Results of Operations, page 13

1.      Please revise to describe any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income or loss from continuing operations and, in each case, indicate the extent to which income or loss was so affected. In addition, please describe any other significant components of revenues or expenses that in your judgment, should be described in order to understand your results of operations. Please also describe any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or income or loss from continuing operations. If you know of events that will cause a material change in the relationship between costs and revenues (such as known future increases in costs of labor or materials or price increases), disclose the change in the relationship. Finally, to the extent that the financial statements disclose material increases in revenues, provide a narrative discussion of the

Bill Thompson

U.S. Securities and Exchange Commission

July 6, 2020

Page 2

extent to which such increases are attributable to increases in prices or to increases in the volume or amount of goods or services being sold or to the introduction of new products or services. Your discussion and analysis of results of operations should be presented through the eyes of management, describe the factors causing material changes in revenues and expenses and provide such other information that you believe is necessary to an understanding of your results of operations.

Response: In the fourth quarter of 2019, the Company resolved to invest in the research and development of key technology components, including its acquiring platform, and the development and launch of additional technologies, including a new payout in cryptocurrency and a FOREX platform. During the process of retiring its older platforms and the implementation of the new ones, the Company slowed down its processing bandwidth, and by doing so decreased its revenues from operations during the quarter discussed. Similar impact was observed during the first quarter of 2020, as was reported by the Company in the 10-Q for the Quarterly Period ended March 31, 2020. In the future filings, we will incorporate your comments.

Liquidity and Capital Resources, page 14

2.      Please revise to identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in your liquidity increasing or decreasing in any material way. When a material deficiency is identified, indicate the course of action that you have taken or propose to take to remedy the deficiency. Also, please identify and separately describe internal and external sources of liquidity, and briefly discuss any material unused sources of liquid assets. In addition, please describe material commitments for capital expenditures as of the end of the latest year, and indicate the general purpose of such commitments and the anticipated source of funds needed to fulfill such commitments.

Finally, describe any known material trends, favorable or unfavorable, in your capital resources and indicate any expected material changes in the mix and relative cost of such resources.

Response: As described in the answer to comment 1, the Company resolved to invest in new technologies during the fourth quarter of 2019 and the first quarter of 2020. To finance these investments, the Company engaged with several commercial lenders known to the Company and with previous relationships with the Company, and borrowed the funds needed to bridge the reduction in income and the increased expenditure. These loans have now (June 2020) all been repaid and retired, and the Company anticipates it will return to positive cash flow from operations during the second quarter of 2020 and beyond. Moving forward, the Company does plan on securing a significant equity investment and has recently engaged with an investment bank for this purpose.

We also advise the Staff that the Company’s products and services do not suffer from seasonality and revenues increase consistently, with the exception of the planned decline discussed earlier during the fourth quarter of 2019 and the first quarter of 2020. Lastly, the Company saw its business shift for certain of its clients during the initial stages of the global pandemic, but new

Bill Thompson

U.S. Securities and Exchange Commission

July 6, 2020

Page 3

avenues presented during the brunt of the pandemic’s impact more than compensated for the clients witnessing declining business. In the future filings, we will incorporate your comments.

Consolidated Statements of Operations, page F-9

3.      Please separately disclose net revenues from the sale of tangible products and revenues from services. Please refer to Rule 5-03.1 of Regulation S-X.

Response: Approximately more than 90% of the Company’s revenues is derived from processing fees as compared to commissions and other fees. We do not believe other revenues are material enough to necessitate providing separate disclosure of such revenues in our revenue presentation. If we believe that other revenues are material to total net revenue, we will separately disclose net revenues from the sale of tangible products and revenues from services.

4.      Please separately disclose cost of tangible products sold and costs of services as required by Rule 5-03.2 of Regulation S-X. In addition, please disclose the nature of the specific cost items classified as cost of revenues in the notes to the financial statements.

Response: Approximately more than 90% of the Company’s revenues is derived from processing fees as compared to commissions and other fees. We do not believe other revenues are material enough to necessitate providing separate disclosure of such revenues in our revenue presentation. If we believe that other revenues are material to total net revenue, we will separately disclose cost of tangible products sold and costs of services.

Notes to Consolidated Financial Statements

1. Description of Business and Basis of Presentation

Restatement, page F-7

5.      We reviewed your response to comment 4. Since you did not provide the disclosures required by ASC 250-10-50-7 in your financial statements included in the Amended Form 10-K for the year ended December 31, 2018 and labeled the 2018 balance sheet included in the 2019 Form 10-K as “Restated,” please revise to provide the required disclosures. Please refer to ASC 250-10-50-7.

Response: The restatement disclosure included in the 10-K adequately disclosed the reason for the restatement but did not include the pro formas. The inadequacy of the pro formas does not change the financial statements included in the 10-K.

2. Summary of Significant Accounting Policies

Revenue Recognition, page F-9

6.      We reviewed the revisions to your disclosure in response to comment 3. Please revise to disaggregate revenues recognized from contracts with customers into categories that depict how

Bill Thompson

U.S. Securities and Exchange Commission

July 6, 2020

Page 4

the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. Please refer to ASC 606-10-50-5.

Response: Approximately more than 90% of the Company’s revenues is derived from processing fees as compared to commissions and other fees. We do not believe other revenues are material enough to necessitate providing disaggregated revenue analysis into categories as other revenues such as commissions and other fees. If we believe that other revenues are material to total net revenue, we will adequately address the requirement under ASC 606-10-50-5.

Accounts Receivable and Allowance for Doubtful Accounts, page F-10

7.      Please explain to us the factors accounting for the significant allowance for bad debts at December 31, 2019. If the significant allowance is attributable to your decision to absorb all chargebacks, please disclose that fact and the primary reasons for the chargebacks.

Response: The allowance for bad debt for accounts receivables of $5,665,031 was incorrectly disclosed. The amount should be zero. The error in the disclosure does not change our balance sheet or statements of operations and cash flows as of and for the year ended December 31, 2019.

Accounts Receivable from Fines and Fees from Merchants, page F-10

8.      You disclose that fines and penalties charged to merchants is a normal course of business. As such, please tell us your basis for classifying merchant fines and penalty income as other (income) expense.

Response: The merchant fines and penalties related to the amount disclosed in other (income) expense was an unusual event for one customer. Because the amount was large and was a one- time event that resulted in this transaction, management believed that this was not in the normal course of business and presented the amount in other (income) expense.

4. Settlement Processing, page F-14

9.      Please explain to us what the allowance for uncollectable - hold and fees represents and why the allowance differs from the amounts disclosed in the consolidated balance sheets.

Response: The allowance for bad debt for accounts receivables of $5,665,031 was incorrectly disclosed. The amount should be zero. The error in the disclosure does not change our balance sheet or statements of operations and cash flows as of and for the year ended December 31, 2019.

Bill Thompson

U.S. Securities and Exchange Commission

July 6, 2020

Page 5

5. Cash Due from Gateways, page F-15

10.     The allowance for uncollectable - hold and fees is less that the amount of the allowance disclosed in note 4 and the difference appears to represent the amount of restricted cash at the end of the year. Please revise so the tabular presentation at December 31, 2019 is comparable to the presentation at December 31, 2018.

Response: The purpose of the schedule in Note 4 was to show the reconciliation between (a) the assets related to settlement processing assets and (b) the settlement processing liabilities which should equal each other. The amount of $5,587,333 referred as allowance for uncollectable hold and fees is incorrect and should be $4,824,223. The amount of $5,587,333 should have been broken down as $4,824,223 as the allowance for uncollectable hold and fees and $763,110 as cash held for settlement. This error in the disclosure did not have any impact on our balance sheet or statements of operations and cash flows as of and for the year ended December 31, 2019 and 2018. We will correct this presentation error in our future filings.

10. Derivative Liability, page F-19

11.      Please disclose the inputs used to arrive at the fair value of the embedded conversion option and the warrants, including judgments and assumptions made as required by ASC 820-10-50-1Ca. In addition, please include a reconciliation from the opening balances to the closing balances, disclosing separately changes during the periods attributable to (1) total gains or losses for the periods recognized in earnings, and the line item(s) in the statement of operations in which those gains or losses are recognized and (2) issues and settlements. Please refer to ASC 820-10-50-1Ec1.

Response: The valuation inputs used to arrive at the fair value of the embedded conversion option was as follows: Risk-Free Interest rate 2.75%, Expected Term 1.5 years, Expected Volatility 204.41%, and Expected dividend yield of 0%. We will disclose this required input disclosure in our next filings.

Note 14. Exclusive Licensing Agreement - MTrac, page F-24

12.      We read your response to prior comment 10 and note that you earned $360,000 in Licensing Revenue in 2018. Please reconcile this amount to the $450,000 presented in the Statements of Consolidated Operations in the 2018 10-K/A filed February 7, 2020. In addition, please explain how you accounted for the $90,000 payment that was subject to reimbursement.

Response: Total revenue recognized in 2018 was $360,000 and not $450,000. The $90,000 was recognized as revenue in 2018 and is included in the $360,000 in revenue recognized in 2018.

15. Commitments and Contingencies

Operating Leases, page F-26

Bill Thompson

U.S. Securities and Exchange Commission

July 6, 2020

Page 6

13.      Please tell us your consideration of the disclosures in ASC 842-20-50-8 and 9.

Response: The Company did not have any short-term leases and as a result, ASC 842-20-50-8 does not apply. The Company did not have non-lease components as required under 842-20-50-9 and 42-10-15-37, therefore, the Company is not required to disclose its accounting policy election and which class or classes of underlying assets it has elected to apply the practical expedient.

Form 10-Q for the Quarterly Period Ended March 31, 2020

Notes to Unaudited Condensed Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Recently Issued Accounting Updates, page 12

14.      It appears that you should have adopted ASU 2018-03 and ASU 2018-15 as of January 1, 2020. Please advise.

Response: The adoption of ASU 2018-15 had no impact on the financial statements as of and for the quarter ended March 31, 2020 as the Company did not have any intangible assets and Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The adoption of ASU 2018-03 had no impact on the financial statements as of and for the quarter ended March 31, 2020 as the Company did not have any equity investments, other comprehensive items, and other items that would impact the Company’s financial statements. In our future filings, we will disclose such adoption and the impact.

Bill Thompson

U.S. Securities and Exchange Commission

July 6, 2020

Page 7

General

15.      Please address the above comments on Form 10-K to the extent applicable.

Response: As discussed in our responses to comments 1 through 13, we do not believe an Amendment to Form 10-K is necessary.

Thank you for your assistance in reviewing these filings.

Very Truly Yours,

/s/ Fredi Nisan

Fredi Nisan

Chief Executive Officer

GreenBox POS

8880 Rio San Diego Drive, Suite 102

San Diego, California 92108

United States securities and exchange commission logo
June 16, 2020
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, California 92108
Re:GreenBox POS
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed May 15, 2020
Form 10-Q for the Quarterly Period Ended March 31, 2010
Filed May 28, 2020
File No. 1-34294
Dear Mr. Nisan:
            We have reviewed your May 29, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 7, 2020 letter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7 - Management's discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 13
1.Please revise to describe any unusual or infrequent events or transactions or any
significant economic changes that materially affected the amount of reported income or
loss from continuing operations and, in each case, indicate the extent to which income or
loss was so affected.  In addition, please describe any other significant components of
revenues or expenses that in your judgment, should be described in order to understand
your results of operations.  Please also describe any known trends or uncertainties that
have had or that you reasonably expect will have a material favorable or unfavorable

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 Comapany NameGreenBox POS
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impact on net sales or revenues or income or loss from continuing operations.  If you
know of events that will cause a material change in the relationship between costs and
revenues (such as known future increases in costs of labor or materials or price increases),
disclose the change in the relationship.  Finally, to the extent that the financial statements
disclose material increases in revenues, provide a narrative discussion of the extent to
which such increases are attributable to increases in prices or to increases in the volume or
amount of goods or services being sold or to the introduction of new products or services.
Your discussion and analysis of results of operations should be presented through the eyes
of management, describe the factors causing material changes in revenues and expenses
and provide such other information that you believe is necessary to an understanding of
your results of operations.

Liquidity and Capital Resources, page 14
2.Please revise to identify any known trends or any known demands, commitments, events
or uncertainties that will result in or that are reasonably likely to result in your liquidity
increasing or decreasing in any material way.  When a material deficiency is identified,
indicate the course of action that you have taken or propose to take to remedy the
deficiency.  Also, please identify and separately describe internal and external sources of
liquidity, and briefly discuss any material unused sources of liquid assets.  In addition,
please describe material commitments for capital expenditures as of the end of the latest
year, and indicate the general purpose of such commitments and the anticipated source of
funds needed to fulfill such commitments.
Finally, describe any known material trends, favorable or unfavorable, in your  capital
resources and indicate any expected material changes in the mix and relative cost of such
resources.
Consolidated Statements of Operations, page F-3
3.Please separately disclose net revenues from the sale of tangible products and revenues
from services.  Please refer to Rule 5-03.1 of Regulation S-X.
4.Please separately disclose cost of tangible products sold and costs of services as required
by Rule 5-03.2 of Regulation S-X.  In addition,  please disclose the nature of the specific
cost items classified as cost of revenues in the notes to the financial statements.
Notes to Consolidated Financial Statements
1. Description of Business and Basis of Presentation
Restatement, page F-7
5.We reviewed your response to comment 4.  Since you did not provide the disclosures
required by ASC 250-10-50-7 in your financial statements included in the Amended Form
10-K for the year ended December 31, 2018 and labeled the 2018 balance sheet included
in the 2019 Form 10-K as "Restated," please revise to provide the required disclosures.

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Please refer to ASC 250-10-50-7.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
6.We reviewed the revisions to your disclosure in response to comment 3.  Please revise
to disaggregate revenues recognized from contracts with customers into categories that
depict how the nature, amount, timing and uncertainty of revenues and cash flows are
affected by economic factors.  Please refer to ASC 606-10-50-5.
Accounts Receivable and Allowance for Doubtful Accounts, page F-10
7.Please explain to us the factors accounting for the significant allowance for bad debts at
December 31, 2019.  If the significant allowance is attributable to your decision to absorb
all chargebacks, please disclose that fact and the primary reasons for the chargebacks.
Accounts Receivable from Fines and Fees from Merchants, page F-10
8.You disclose that fines and penalties charged to merchants is a normal course of business.
As such, please tell us your basis for classifying merchant fines and penalty income as
other (income) expense.
4. Settlement Processing, page F-14
9.Please explain to us what the allowance for uncollectable - hold and fees represents and
why the allowance differs from the amounts disclosed in the consolidated balance sheets.
5. Cash Due from Gateways, page F-15
10.The allowance for uncollectable - hold and fees is less that the amount of the allowance
disclosed in note 4 and the difference appears to represent the amount of restricted cash at
the end of the year.  Please revise so the tabular presentation at December 31, 2019 is
comparable to the presentation at December 31, 2018.
10. Derivative Liability, page F-19
11.Please disclose the inputs used to arrive at the fair value of the embedded conversion
option and the warrants, including judgments and assumptions made as required by ASC
820-10-50-1Ca.  In addition, please include a reconciliation from the opening balances to
the closing balances, disclosing separately changes during the periods attributable to
(1) total gains or losses for the periods recognized in earnings, and the line item(s) in the
statement of operations in which those gains or losses are recognized and (2) issues and
settlements.  Please refer to ASC 820-10-50-1Ec1.
Note 14. Exclusive Licensing Agreement - MTrac, page F-24
12.We read your response to prior comment 10 and note that you earned $360,000 in

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 Comapany NameGreenBox POS
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 FirstName LastName
Fredi Nisan
GreenBox POS
June 16, 2020
Page 4
Licensing Revenue in 2018. Please reconcile this amount to the $450,000 presented in the
Statements of Consolidated Operations in the 2018 10-K/A filed February 7, 2020. In
addition, please explain how you accounted for the $90,000 payment that was subject to
reimbursement.
15. Commitments and Contingencies
Operating Leases, page F-26
13.Please tell us your consideration of the disclosures in ASC 842-20-50-8 and 9.
Form 10-Q for the Quarterly Period Ended March 31, 2010
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Recently Issued Accounting Updates, page 12
14.It appears that you should have adopted ASU 2018-03 and ASU 2018-15 as of January 1,
2020.  Please advise.
General
15.Please address the above comments on Form 10-K to the extent applicable.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at (202) 551-
3344 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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GREENBOX POS

8880 RIO SAN DIEGO DRIVE, SUITE 102

SAN DIEGO, CALIFORNIA 92108

May 28, 2020

Bill Thompson

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: GreenBox POS

Form 10-K/A for the Fiscal Year Ended December 31, 2018

Filed February 7, 2020

File No. 1-34294

Dear Mr. Thompson,

By letter dated April 7, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the “Commission”) provided GreenBox POS (the “Company,” “we,” “us” or “our”) with its comments to the Company’s Form 10-K/A for the Fiscal Year ended December 31, 2018 filed on February 7, 2020. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.

Form 10-K/A for the Fiscal Year Ended December 31, 2018

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

Settlement Processing, page 12

1.      Please show us how to reconcile the status of settlements as of December 31, 2018 to the amounts reported in the audited consolidated balance sheets.

Response: The settlement liability (referred as Payment Processing Liabilities in the consolidated balance sheets) was $865,086 compared to the amount per Management’s Discussion and Analysis (“MD&A”) of $869,822 which should have agreed to each other at December 31, 2018. The difference was not material. The Settlement Processing Assets per MD&A was $869,822 which included Cash Held for Settlement in the amount of $239,124. The amount of $869,822 reduced by $239,124 was $630,698 which materially agrees to the Cash Due from Gateways of $630,699 in the consolidated balance sheets at December 31, 2018.

Audited Statement of Consolidated Changes in Stockholders' Equity, page F-4

2.      Please include a statement of changes in stockholders' equity for the year ended December 31, 2017.

Response: We inadvertently did not include statement of changes in stockholders’ equity for the year ended December 31, 2017. We have remediated this error by including in our Form 10-K for the year ended December 31, 2019 filed on May 15, 2020 (the “2019 10-K”), the statement of changes in stockholders' equity for the years ended December 31, 2018 and 2019. We will continue to comply with this requirement in our future 10-Qs and 10-Ks.

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page F-9

3.      Please revise to provide the disclosures required by ASC 606-10-50.

Response: We have included additional disclosures required under ASC 606 in the 2019 10-K. We will continue to monitor our revenue recognition policy and update our disclosures in accordance with ASC 606 requirements. We have, however, complied with the appropriate revenue recognition requirement in our accounting and recorded our revenues appropriately in the statements of operations for the year ended December 31, 2018.

Note 2 - Restatement, page F-11

4.      Please revise to provide the disclosures required by ASC 250.

Response: We inadvertently did not include the restatement disclosure required under ASC 250 which are the pro formas showing the amounts being restated from previously reported and the restatement adjustment to the restated balance. The restatement disclosure included in the 10-K/A, however, adequately disclosed the reason for the restatement. The inadequacy of the pro formas does not change the financial statements in the 10-K/A as of and for the year ended December 31, 2018 and we will ensure any restatements going forward will be appropriately and adequately disclosed in accordance with ASC 250.

Note 4 - Fixed Assets, page F-12

5.      Please disclose depreciation expense for each year presented. Please refer to ASC 360-10-50-1. In addition, please tell us how depreciation expense is classified in the audited statement of consolidated cash flows.

Response: We inadvertently did not disclose depreciation expense in accordance with ASC 360-10-50-1. The total depreciation expense was $6,608 for the year ended December 31, 2018 and was not material. We have remediated this in our 2019 10-K and in the Form 10-Q filed for the period ended March 31, 2020 filed on May 28, 2020. We will continue to appropriately and adequately disclose depreciation expense and classify properly in the statement of cash flows and statement of operations in our future 10-Qs and 10-Ks. Overall, our depreciation expense was not material.

Note 5 - Equity Transactions

RB CAPO, page F-12

6.      Please explain to us how the RB transaction is presented in the financial statements. In addition, please tell us the settlement terms agreed to in principal disclosed in Note 12 and how the settlement is reflected in the financial statements.

Response: The $1.0 million received from RB for the purchase of 4% of PrivCo was recorded as an equity transaction in PrivCo which was reflected in the stockholders’ equity in the consolidated balance sheets as of December 31, 2018. The Company inadvertently did not calculate minority interest for the year ended December 31, 2018 but if we had calculated the amount, the minority interest amount would have been approximately $75,000 which would have decreased our net loss of $1,893,276 to $1,817,545 for the year ended December 31, 2018. Effective January 1, 2019, all of the operating activities occurred in the PubCo and no transactions occurred in the PrivCo, therefore, the minority interest calculation did not have to be calculated. The amount of $75,000 was not material to our consolidated financial statements as of and for the year ended December 31, 2018.

Bucciero, page F-13

7.      We note your disclosure that the remaining cash balance of $300,000 is stated in

the equity section of the balance sheet as a receivable for equity purchase. However, it

does not appear the balance sheet includes a receivable for equity purchase at December

31, 2017. Please advise.

Response: The disclosure stating that the remaining cash balance of $300,000 is stated in the equity section of the balance sheet was incorrect. We inadvertently made this mistake.

Note 8 - Income Taxes, page F-17

8.      Please tell us how the provision for income taxes is presented in the audited statements of consolidated operations. Please also tell us how net deferred tax liabilities are presented in the audited consolidated balance sheet and why the change in deferred tax liabilities is not included in the income tax provision.

Response: The Company had deferred tax assets with full valuation allowances that amounted to a net balance of $100 for the year ended December 31, 2018. The Company did not have deferred tax assets for the year ended December 31, 2017. Therefore, the net change was not material. The realizability of deferred tax assets was more likely unrealizable in the future, therefore, a full valuation allowance was provided as of and for the year ended December 31, 2018. We will continue to monitor realizability of the deferred tax assets and, if appropriate, reduce the valuation allowance and record the changes of deferred tax assets appropriately.

9.      We note your disclosure that a valuation allowance of $500,000 as of December 31, 2018 has been established against deferred tax assets related to loss entities you cannot consolidate under the Federal consolidation rules. Please tell us the entities you are referring to and why they are not included in your consolidated federal income tax returns.

Response: The Company had deferred tax assets with full valuation allowances that amounted to net balance of $100 for the year ended December 31, 2018. The Company did not have deferred tax assets for the year ended December 31, 2017. Therefore, the net change was not material. The realizability of deferred tax assets was more likely unrealizable in the future, therefore, a full valuation allowance was provided as of and for the year ended December 31, 2018. We will continue to monitor realizability of the deferred tax assets and if appropriate, reduce the valuation allowance and record the changes of deferred tax assets appropriately. The entity that primarily carries the deferred tax assets is the PrivCo.

Note 11 – Mtrac

New Exclusive Licensing Agreement: MTrac 5 Year License, page F-20

10.     We note you applied $270,000 of the $360,000 payment received in March 2018 to the MTrac five year license, with the remaining $90,000 payment paid in November 2018. Please tell us how you accounted for the remaining $90,000 payment received in March 2018 and the $90,000 payment received in November 2018. In addition, please tell us how you ultimately accounted for such payments and the basis in GAAP for your accounting.

Response: The Company and MTrac entered into two agreements in 2018. On June 12, 2018, the parties entered into a 5 years License Agreement. The annual licensing fee was set at $360,000. On December 18, 2018, the Company and MTrac amended the License Agreement as MTrac was unable to meet the requirements of the License Agreement and did not conduct adequate marketing and other activities on GreenBox’s behalf. The parties agreed to terminate the License Agreement and apply funds paid to date to a Software License Agreement with $360,000 due yearly as a licensing fee. $270,000 of the amount paid by MTrac was applied to the terminated License Agreement with the remaining $90,000 subject to reimbursement to GreenBox by December 31, 2018. As a result, the 5 year License Agreement was terminated. Under the new Software License Agreement dated December 18, 2018, the license will be based on performance. An agreed upon fee will be charged by MTrac to the Company if such performance is met. If the performance is not met, the Company has the right to permanently terminate the relationship or continue the performance based fee structure. As a result, the Company recognized $360,000 payments received during 2018 as revenue in 2018 in accordance with ASC 606 as the Company had no future obligations regarding payments received from MTrac.

Note 12 - Subsequent Events

C. Legal Matters, page F-21

11.      Please disclose whether you accrued a loss with respect to the RB Capital Partners, Inc. and Dahan matters based on the settlement terms agreed to in principal. In addition, please disclose whether you accrued a loss regarding the America 2030 Capital Limited and Bentley Rothchild Capital Limited matter and, if not, disclose (a) an estimate the loss or range of loss if there is a reasonable basis for estimating it or (b) that the loss cannot be reasonably estimated, or (3) otherwise advise.

Response: The settlement of RB Capital Partners, Inc. (“RB”) did not require accounting under contingent liabilities in accordance with ASC 450 as the settlement consisted of repaying the convertible debt outstanding as of December 31, 2018 in the amount of $250,000 and converting the unpaid interest and principal balance to common shares of 6,000,000. The PubCo issued 59,000 common shares to Dahan as part of settlement and required to accrue approximately $20,000 (59,000 shares multiplied by share market price of $0.34 at December 31, 2018). The amount was not material to the financial statements as of and for the year ended December 31, 2018. The Company was not required to provide any estimate of the loss or any range regarding the America 2030 Capital Limited and Bentley Rothchild Capital Limited as of and for the year ended December 31, 2018 as these cases were abandoned by all of the parties subsequently which is appropriately disclosed in the 2019 10-K.

Thank you for your assistance in reviewing this filing.

Very Truly Yours,

/s/ Fredi Nisan

Fredi Nisan

Chief Executive Officer

GreenBox POS

8880 Rio San Diego Drive, Suite 102

San Diego, California 92108

April 7, 2020
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, California 92108
Re:GreenBox POS
Form 10-K/A for the Fiscal Year Ended December 31, 2018
Filed February 7, 2020
File No. 1-34294
Dear Mr. Nisan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K/A for the Fiscal Year Ended December 31, 2018
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations
Settlement Processing, page 12
1.Please show us how to reconcile the status of settlements as of December 31, 2018 to the
amounts reported in the audited consolidated balance sheets.
Audited Statement of Consolidated Changes in Stockholders' Equity, page F-4
2.Please include a statement of changes in stockholders' equity for the year ended December
31, 2017.

 FirstName LastNameFredi Nisan
 Comapany NameGreenBox POS
 April 7, 2020 Page 2
 FirstName LastNameFredi Nisan
GreenBox POS
April 7, 2020
Page 2
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9
3.Please revise to provide the disclosures required by ASC 606-10-50.
Note 2 - Restatement, page F-11
4.Please revise to provide the disclosures required by ASC 250.
Note 4 - Fixed Assets, page F-12
5.Please disclose depreciation expense for each year presented.  Please refer to ASC 360-
10-50-1.  In addition, please tell us how depreciation expense is classified in the audited
statement of consolidated cash flows.
Note 5 - Equity Transactions
RB CAPO, page F-12
6.Please explain to us how the RB transaction is presented in the financial statements.  In
addition, please tell us the settlement terms agreed to in principal disclosed in Note 12 and
how the settlement is reflected in the financial statements.
Bucciero, page F-13
7.We note your disclosure that the remaining cash balance of $300,000 is stated in
the equity section of the balance sheet as a receivable for equity purchase.  However, it
does not appear the balance sheet includes a receivable for equity purchase at December
31, 2017.  Please advise.
Note 8 - Income Taxes, page F-17
8.Please tell us how the provision for income taxes is presented in the audited statements
of consolidated operations.  Please also tell us how net deferred tax liabilities
are presented in the audited consolidated balance sheet and why the change in deferred tax
liabilities is not included in the income tax provision.
9.We note your disclosure that a valuation allowance of $500,000 as of December 31, 2018
has been established against deferred tax assets related to loss entities you cannot
consolidate under the Federal consolidation rules.  Please tell us the entities you are
referring to and why they are not included in your consolidated federal income tax returns.

Note 11 - MTrac
New Exclusive Licensing Agreement: MTrac 5 Year License, page F-20
10.We note you applied $270,000 of the $360,000 payment received in March 2018 to the

 FirstName LastNameFredi Nisan
 Comapany NameGreenBox POS
 April 7, 2020 Page 3
 FirstName LastName
Fredi Nisan
GreenBox POS
April 7, 2020
Page 3
MTrac five year license, with the remaining $90,000 payment paid in November 2018.
Please tell us how you accounted for the remaining $90,000 payment received in March
2018 and the $90,000 payment received in November 2018.  In addition, please tell
us how you ultimately accounted for such payments and the basis in GAAP for your
accounting.
Note 12 - Subsequent Events
C. Legal Matters, page F-21
11.Please disclose whether you accrued a loss with respect to the RB Capital Partners, Inc.
and Dahan matters based on the settlement terms agreed to in principal.  In addition,
please disclose whether you accrued a loss regarding the America 2030 Capital Limited
and Bentley Rothchild Capital Limited matter and, if not, disclose (a) an estimate the loss
or range of loss if there is a reasonable basis for estimating it or (b) that the loss cannot be
reasonably estimated, or (3) otherwise advise.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at (202) 551-
3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

February 4, 2020
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, California 92108
Re:GreenBox POS
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed April 16, 2019
File No. 1-34294
Dear Mr. Nisan:
            We issued a comment to you on the above captioned filing on December 31, 2019.  As of
the date of this letter, this comment remains outstanding and unresolved.  We expect you to
provide a complete, substantive response to this comment by February 19, 2020.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at (202) 551-
3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 31, 2019
Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, California 92108
Re:GreenBox POS
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed April 16, 2019
File No. 1-34294
Dear Mr. Nisan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Signatures, page 20
1.Please revise to have your principal financial officer and principal accounting officer or
controller and the majority of the board of directors sign the report in their individual
capacities. These signatures should appear in a second signature block of the signature
section. If someone has signed in more than one capacity, indicate each capacity in which
he or she has signed. Refer to Instruction (D)(2) to Form 10-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameFredi Nisan
 Comapany NameGreenBox POS
 December 31, 2019 Page 2
 FirstName LastName
Fredi Nisan
GreenBox POS
December 31, 2019
Page 2
             You may contact Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at (202)
551-3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

November 24 , 2014

Via E -mail
Frank Yuan
Chief Executive Officer and President
ASAP Expo , Inc.
9436 Jacob Lane
Rosemead , CA 91770

Re: ASAP Expo , Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed April  15, 201 4
File No. 001-34294

Dear M r. Yuan :

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

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

October 16 , 2014

Via E -mail
Frank Yuan
Chief Executive Officer and President
ASAP Expo , Inc.
9436 Jacob Lane
Rosemead , CA 91770

Re: ASAP Expo , Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed April  15, 201 4
File No. 001-34294

Dear M r. Yuan :

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment  applies to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for the Year  Ended December 31, 2013

Item 6. Management’s Discussion and Ana lysis or Plan of Operations, page 9

1. We have reviewed your response to comment 1, and note your dependence on a small
group of customers.  In future filings, to the extent that you have custome rs who account
for 10% or more of your revenues, disclose that fact, the total amount of revenues from
each such customer, and the identity of the segment or segments reporting the revenues.
Refer to ASC 280 -10-50-42.  Additionally, please provide the dis closures required by
ASC 275 -10-50-16 through 18 relating to vulnerability from concentrations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Frank Yuan
ASAP Expo , Inc.
October 16, 2014
Page 2

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202) 551 -3429.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

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October 2, 2014

Via Edgar

Kristi Marrone, Senior Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:          ASAP Expo, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed on April 15, 2014

File No. 001-34294

Dear Ms. Kristi Marrone,

On behalf of ASAP Expo, Inc. (the “Company”), I am writing in response to the comments contained in your letter September 18, 2014 (the “Letter”) regarding the Company’s Form 10-K for the Year Ended December 31, 2013 (the “Form 10-K”) filed on April 15, 2014.

In future filings, the Company will provide a much more comprehensive discussion of our revenues, how they are derived and the reasons for period-to-period changes, as well as a comprehensive discussion of our expenses to give users of our financial statements a clearer picture of our business and the factors that can impact it. As follows, we are providing proposed additional language in Item 6. The Management’s Discussion and Analysis or Plan of Operations

Form 10-K for the Year Ended December 31, 2013

Item 6. Management’s Discussion and Analysis or Plan of Operations, page 9

Revenues

Since the Company’s primary business is based upon potential transactions in real estate, the Company is subject to variance in revenues due to investors sentiment towards real estate.

We believe our services revenue is typically seasonal. Historically, during normal economic conditions, this seasonality has caused revenue, operating income, net income and cash flows from operating activities to be lower in the first six months of the year and higher in the second half of the year. We believe the concentration of earnings and cash flows in the last six months of the year has historically been due to an industry-wide focus of clients to complete transactions towards the end of the calendar year. However, this seasonality did not occur in 2007 or 2008 during the disruptions facing all global capital markets, and in particular the U.S. commercial real estate markets, and this historical pattern of seasonality may or may not continue.

Substantially all of our revenues are in the form of consulting fees collected from our clients, usually negotiated on a transaction-by-transaction basis.

The company’s consulting fees primarily consist of revenue derived from transaction commission received from acquisition advisory. The company earns the consulting fees by sourcing the deal, underwriting financials, coordinating due diligence on all contracts, recommending lenders, hiring third party property management companies, and negotiating franchise agreements. Another revenue source for the company includes asset management fees, which consist of supervision of daily, weekly, and monthly operating results of the hotel, review of capital expenditure requests, communication with lenders, negotiating personal and real property tax assessments, and most importantly, oversight on brand relations.

The Company’s clients include concentration of 3 main clients. Our concentration of clients does provide risk for steady revenue growth. The Company has established strong relationships with our clients. Our business and client relationships, and our culture and philosophy are firmly centered on putting the clients’ interests first. We have been building strong reputation in the hospitality industry which is bringing several new potential clients. We expect to have steady revenue stream from our 3 major clients while building new client base for future revenue growth. We believe that our product offerings, asset management services, client diversification, expertise in a property types and national platform have the potential to create a sustainable revenue stream within the U.S. commercial real estate sector.

1

During the year ended December 31, 2013, the Company earned consulting fee of $1,704,962, as compared to a consulting fee of $483,775 for the same period last year because the Company closed 5 hotel acquisition deals this year as compared to 2 hotel acquisitions the year prior. During the year ended December 31, 2013, the Company earned commission income of $967 for providing sourcing service as compared to commission income of $9,124 from property leasing service for the same period last year. During the year ended December 31, 2013, the Company provided hotel management service and earned management fee of $15,000 as compared to management fee of $0 for the same period last year.

Cost of Sales

In the course of providing real estate advisory services and asset management services, the Company pays fees for finding properties and other services that facilitate the closing of deals.

Cost of sales consisting mainly of consulting expense is primarily the result of the commissions and other incentive compensation incurred directly related to acquisition advisory services. Therefore, the fluctuation in revenue will directly impact the cost of sales.

For the years ended December 31, 2013 and 2012, the Company incurred consulting expense of $653,800 and $261,852, respectively for providing advisory services in real estate acquisition deals. The higher consulting expense in 2013 was mainly due to the closing of more hotel acquisition deals this year.

2

Pursuant to your letter, we are writing this statement from the company acknowledging that the company is responsible for the adequacy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (213) 625-1200 if we can be of further assistance. We thank you in advance for your customary courtesies.

Sincerely,

/s/ Frank Yuan

Frank Yuan

CEO

ASAP Expo Inc.

3

September 18 , 2014

Via E -mail
Frank Yuan
Chief Executive Officer and President
ASAP Expo , Inc.
9436 Jacob Lane
Rosemead , CA 91770

Re: ASAP Expo , Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed April  15, 201 4
File No. 001-34294

Dear M r. Yuan :

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment  applies to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for the Year  Ended December 31, 2013

Item 6. Management’s Discussion and Analysis or Plan of Operations, page 9

1. We have reviewed your response to comment 1, and we note that your revised disclosure
is still vague regarding the services you provide.  We note that you have earned
consulting fees for providing advisory services and that you have incurred expenses for
advisory services, but in future filings, please provide a much more comprehensive
discussion of the specific services you provide and specific expenses you  incur to give
users of your financial statements a clearer picture of your business and the factors that
can impact it.   Please provide us with your proposed disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the discl osure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Frank Yuan
ASAP Expo , Inc.
September 18 , 2014
Page 2

 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.

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202)  551-3429.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

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September 8, 2014

Via Edgar

Kristi Marrone, Senior Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:          ASAP Expo, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed on March 15, 2014

File No. 001-34294

Dear Ms. Kristi Marrone,

On behalf of ASAP Expo, Inc. (the “Company”), I am writing in response to the comments contained in your letter dated August 26, 2014 (the “Letter”) regarding the Company’s Form 10-K for the Year Ended December 31, 2013 (the “Form 10-K”) filed on March 15, 2014.

In future filings, the Company will provide a much more comprehensive discussion of our revenues, how they are derived and the reasons for period-to-period changes, as well as a comprehensive discussion of our expenses to give users of our financial statements a clearer picture of our business and the factors that can impact it. As follows, we are providing proposed additional language in Item 6. The Management’s Discussion and Analysis or Plan of Operations

Form 10-K for the Year Ended December 31, 2013

Item 6. Management’s Discussion and Analysis or Plan of Operations, page 9

Revenues

Since the Company’s primary business is based upon potential transactions in real estate, the Company is subject to variance in revenues due to investors sentiment towards real estate.

We believe our services revenue is typically seasonal. Historically, during normal economic conditions, this seasonality has caused revenue, operating income, net income and cash flows from operating activities to be lower in the first six months of the year and higher in the second half of the year. We believe the concentration of earnings and cash flows in the last six months of the year has historically been due to an industry-wide focus of clients to complete transactions towards the end of the calendar year. However, this seasonality did not occur in 2007 or 2008 during the disruptions facing all global capital markets, and in particular the U.S. commercial real estate markets, and this historical pattern of seasonality may or may not continue.

Substantially all of our revenues are in the form of consulting fees collected from our clients, usually negotiated on a transaction-by-transaction basis. We believe that our product offerings, asset management services, client diversification, expertise in a property types and national platform have the potential to create a sustainable revenue stream within the U.S. commercial real estate sector.

During the year ended December 31, 2013, the Company earned consulting fee of $1,704,962, as compared to a consulting fee of $483,775 for the same period last year because the Company closed 5 hotel acquisition deals this year as compared to 2 hotel acquisitions the year prior. During the year ended December 31, 2013, the Company earned commission income of $967 for providing sourcing service as compared to commission income of $9,124 from property leasing service for the same period last year. During the year ended December 31, 2013, the Company provided hotel management service and earned management fee of $15,000 as compared to management fee of $0 for the same period last year.

Cost of Sales

In the course of providing real estate advisory services and asset management services, the Company pays fees for finding properties and other services that facilitate the closing of deals.  For the years ended December 31, 2013 and 2012, the Company incurred consulting expense of $653,800 and $261,852, respectively for providing advisory services in real estate acquisition deals. The higher consulting expense in 2013 was mainly due to the closing of more hotel acquisition deals this year.

Pursuant to your letter, we are writing this statement from the company acknowledging that the company is responsible for the adequacy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (213) 625-1200 if we can be of further assistance. We thank you in advance for your customary courtesies.

Sincerely,

/s/ Frank Yuan

Frank Yuan

CEO

ASAP Expo Inc.

August 26, 2014

Via E -mail
Frank Yuan
Chief Executive Officer and President
ASAP Expo , Inc.
9436 Jacob Lane
Rosemead , CA 91770

Re: ASAP Expo , Inc.
 Form 10 -K for the Year Ended December 31 , 2013
 Filed March 15 , 201 4
File No. 001-34294

Dear M r. Yuan :

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year  Ended December 31, 2013

Item 6. Management’s Discussion and Analysis or Plan of Operations, page 9

1. We note your disclosure that your revenues are derived from providing advisory services
in real estate acquisition deals, and that you did more deals in 20 13 than you did in 2012.
In future filings, please provide a much more comprehensive discussion of your revenues,
how they are derived and the reasons for period -to-period changes, as well as a
comprehensive discussion of your expenses to give users of yo ur financial statements a
clearer picture of your business and the factors that can impact it.   Please provide us with
your proposed revisions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be c ertain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Frank Yuan
ASAP Expo , Inc.
August 26, 2014
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202) 551 -3429.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Senior Accountant

April 23, 2013

Via E -mail
Frank Yuan
Chief Executive Officer
ASAP Expo, Inc.
345 S Figueroa St., Suite M09
Los Angeles, CA  90071

Re: ASAP Expo, Inc.
 Form 8 -K
Filed on April 18, 2013
File No. 001 -34294

Dear Mr. Yuan :

We have compl eted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephen G. Krikorian

Stephen G. Krikorian
Accounting Branch Chief

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April 22, 2013

Via Edgar

Stephen G. Krikorian

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:

ASAP Expo, Inc.

Form 8-K

Filed on April 18, 2013

File No. 001-34294

Dear Mr. Stephen Krikorian,

On behalf of ASAP Expo, Inc. (the “Company”), I am writing in response to the comments contained in your letter dated April 18, 2013 (the “Letter”) regarding the Company’s Form 8-K Changes in Registrant’s Certifying Accountant (the “Form 8-K”) filed on April 18.

We have made every effort to address your observations and recommendations included in the Letter where appropriate and file an amended Form 8-K with updated Exhibit 16.1 providing a letter from Company’s previous auditor Hood & Associates CPA.

Pursuant to your letter, we are writing this statement from the company acknowledging that the company is responsible for the adequacy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (213) 625-1200 if we can be of further assistance. We thank you in advance for your customary courtesies.

Sincerely,

/s/ Frank Yuan

Frank Yuan

CEO

ASAP Expo Inc.

April 18, 2013

Via E -mail
Frank Yuan
Chief Executive Officer
ASAP Expo, Inc.
345 S Figueroa St., Suite M09
Los Angeles, CA  90071

Re: ASAP Expo, Inc.
 Form 8-K
Filed on April 18, 2013
File No. 001 -34294

Dear Mr. Yuan :

We have reviewed your filing and have the following comment.  We think you should
revise your document in response to this comment.   If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  After reviewing this information, we may raise
additional comments.

 Please understand that the purpose of our review 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 comment or any other aspect of our review.  F eel free to call us at the
telephone numbers listed at the end of this letter.

Form 8 -K filed on April 18, 2013

Exhibit 16

1. You are reminded that Item 304 (a)(3) of Regulation S -K requires an  amendment to your
filing to include a  letter from your former accountant  within ten business days.  The letter
should  indicate  whether or not they agree with your disclosures in your Form 8 -K.

 Please  amend your filing and respond to these comments within five business days or tell
us when  you will respond.  Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

Frank Yuan
ASAP Expo, Inc.
April 1 8, 2013
Page 2

   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain  that the filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision.  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 connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

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

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

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

In addition, please be advised that the Division of Enforcement has access to all
informati on you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.

You may contact  Tamara Tangen, Staff Accountant , at (202) 551 -3443 if you have
questions regarding comments on  the financial statements and re lated matters.  If you require
further assistance, do not hesitate to contact  me at (202) 551 -3730 .

Sincerely,

 /s/ Stephen G. Krikorian

Stephen G. Krikorian
Accounting Branch Chief

October 26, 2011
 Via E-mail

Mr. Frank S. Yuan Chief Executive Officer ASAP Expo, Inc. 345 S. Figueroa St., Suite M09 Los Angeles, CA  90071
Re: ASAP Expo, Inc.
 Form 10-K/A for the Fiscal Year Ended December 31, 2010
Filed August 11, 2011 Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011 Filed  August 11, 2011 File No. 001-34294

Dear Mr. Yuan:
We have completed our review of your f ilings.  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 the filings 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 lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Stephen G. Krikorian
Stephen G. Krikorian Accounting Branch Chief

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    asapexpo-corresp092911.htm

September 30, 2011

Via Edgar

Ms. Tamara Tangen, Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:          ASAP Expo, Inc.

Form 10-K/A for the Fiscal Year Ended December 31, 2010

Filed August 11, 2011

Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011

Filed August 11, 2011

File No. 001-34294

Dear Ms. Tamara Tangen,

On behalf of ASAP Expo, Inc. (the “Company”), I am writing in response to the comments contained in your letter dated September 16, 2011 (the “Letter”) regarding the Company’s Annual Report on Form 10-K/a for the fiscal year ended December 31, 2010 (the “Form 10-K”) filed on August 11, 2011 and the Company’s Quarterly Report on Form 10-Q/A for fiscal quarter ended March 31, 2011 (the “Form 10-Q”) filed on August 11, 2011.

We have made every effort to address your observations and recommendations included in the Letter where appropriate. For your convenience, we have included below in italics the original text of your comments from the Letter followed by our response.

Table of Contents, page 3

1. Notwithstanding your response to prior comment 4, both your Forms 10-K/A and 10-Q/A filed on August 11, 2011 continue to present an incorrect table of contents and order of disclosures. Please ensure that all future filings include each of the required sections and captions as set forth in the form requirements. Refer tohttp://www.sec.gov/about/forms/secforms.htm#1934forms.

Response: Thank you for the notification and we confirm we will update and use the correct table of contents and order of disclosures for future filings.

Evaluation of Controls and Procedures, page 20

2. Your response notwithstanding, you continue to have two evaluations of disclosure controls and procedures disclosed. The first, in the last paragraph on page 20 and the second, in the first paragraph on page 21. Inclusion of two disclosure controls and procedures reports may be confusing to readers. Please confirm, if true, that in future filings, please assess which of the paragraphs best meets the requirements of Item 307 and exclude the other.

Response: Thank you for the notification and we confirm we will update and use the correct disclosure controls and procedures for future filings that best meets the requirements of Item 307.

3. We note your continued belief that your disclosure controls and procedures were effective as December 31, 2010. In your response you refer to your belief that going forward you will be “in position to perform and complete its report on internal controls effectively due to the use of the correct Form as advised by the SEC Comment letters”. It does not appear that you understood the nature of our prior comment which dealt with the effectiveness of disclosure controls and procedures. Neither of these assessments is related in any way to the Form on which you file your annual report. Since you did not include your assessment of internal controls over financial reporting, we do not believe that your disclosure controls and procedures were effective.

Response: I don’t believe we need to file another amendment as the following has been added to each of the filings referenced above.  If there is anything else that is needed to disclose our internal controls, please let us know.

1

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report. Based on this evaluation, our President and Chief Financial Officer concluded as of December 31, 2010 that our disclosure controls and procedures were effective such that the information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Evaluation of and Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our President and Chief Financial Officer have evaluated the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (COSO). Based on this evaluation, management concluded that, as of December 31, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

There have been no changes in internal controls, or in factors that could materially affect internal controls, subsequent to the date that management completed their evaluation.

Please do not hesitate to contact the undersigned at (213) 625-1200 if we can be of further assistance. We thank you in advance for your customary courtesies.

Sincerely,

/s/ Frank Yuan

Frank Yuan

CEO

ASAP Expo Inc.

2

September 16, 2011
 Via E-mail

Mr. Frank S. Yuan Chief Executive Officer ASAP Expo, Inc. 345 S. Figueroa St., Suite M09 Los Angeles, CA  90071
Re: ASAP Expo, Inc.
 Form 10-K/A for the Fiscal Year Ended December 31, 2010
Filed August 11, 2011 Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011 Filed  August 11, 2011 File No. 001-34294

Dear Mr. Yuan:

We have reviewed your letter dated A ugust 11, 2011 in connection with the above-
referenced filings and have the following commen ts.  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 may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they re fer to our letter dated August 2, 2011.
 Table of Contents, page 3

1. Notwithstanding your response to prior co mment 4, both your Forms 10-K/A and 10-Q/A
filed on August 11, 2011 continue to present an incorrect tabl e of contents and order of
disclosures.  Please ensure that all future fi lings include each of the required sections and
captions as set forth in the form requirements.  Refer to  http://www.sec.gov/about/forms/secforms.htm#1934forms
.

 Mr. Frank S. Yuan ASAP Expo, Inc. September 16, 2011 Page 2

Evaluation of Controls and Procedures, page 20

2. Your response notwithstanding, you continue to have two evaluations of disclosure
controls and procedures disclosed. The first,  in the last paragraph on page 20 and the
second, in the first paragraph on page 21.  In clusion of two disclo sure controls and
procedures reports may be confusing to readers.   Please confirm, if true, that in future
filings, please assess which of the paragraphs  best meets the requirements of Item 307
and exclude the other.
3. We note your continued belief that your di sclosure controls a nd procedures were
effective as December 31, 2010.  In your re sponse you refer to your belief that going
forward you will be “in position to perform and complete its report on internal controls
effectively due to the use of the correct Form as advised by the SEC Comment letters”.  It does not appear that you understood the nature of our prior comment which dealt with the
effectiveness of disclosure controls and procedures. Neither of these assessments is
related in any way to the Form on which you file your annual report.  Since you did not
include your assessment of internal controls over financial reporti ng, we do not believe
that your disclosure controls a nd procedures were effective.

You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Stephen G. Krikorian
Stephen G. Krikorian Accounting Branch Chief

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    asapexpo-corresp081011.htm

August 11, 2011

Via Edgar

Ms. Tamara Tangen, Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:          ASAP Expo, Inc.

Form 10-K/A for the Fiscal Year Ended December 31, 2010

Filed July 19, 2011

Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011

Filed July 19, 2011

File No. 001-34294

Dear Ms. Tamara Tangen,

On behalf of ASAP Expo, Inc. (the “Company”), I am writing in response to the comments contained in your letter dated August 2, 2011 (the “Letter”) regarding the Company’s Annual Report on Form 10-K/a for the fiscal year ended December 31, 2010 (the “Form 10-K”) filed on July 19, 2011 and the Company’s Quarterly Report on Form 10-Q/A for fiscal quarter ended March 31, 2011 (the “Form 10-Q”) filed on July 19, 2011.

We have made every effort to address your observations and recommendations included in the Letter where appropriate. For your convenience, we have included below in italics the original text of your comments from the Letter followed by our response.

Form 10-K/A for the Fiscal Year Ended December 31, 2010, filed on July 19, 2011

Facing Sheet

1. In future filings, do not include an “N/A” checkbox following the paragraph which refers to Interactive Data. If the company is not yet subject to the Interactive Data requirements, leave both the Yes and the No boxes unchecked.

Response: Thank you for the notification and we will update for future filings

2. At the bottom of the Facing Sheet you are to state the aggregate market value of the voting and non-voting common equity held by non-affiliates computed using the price at the last business day of your second fiscal quarter. In this regard, for this Form 10-K/A for the year ended December 31, 2010 should reflect the non-affiliate market value as of

June 30, 2010.

Response: We have updated the date and market value to reflect June 30, 2010

3. Remove the qualifications that you have included after the market value amount.

Response: We have updated and removed qualifications after the market value amount.

Table of Contents, page 3

4. Notwithstanding your response, the table of contents is not compliant with that set forth in the Form 10-K Official Text. The Item numbers throughout your filing are also incorrectly numbered. We have the same observation regarding your Item numbers and disclosures in the Form 10-Q/A filed on July 19, 2011. Revise the Item numbers and add disclosures as necessary to comply with such Items.

Response: We have updated the date and revised the Item numbers and added disclosures necessary to comply with the Items.

Explanatory Note, page 3

5. Please revise to exclude any reference to Regulation S-B as this regulation has been superseded. In this regard, the changes you have been asked to make are to bring your disclosures into compliance with Item 10, paragraph f of Regulation S-K and not Article 8 of Regulation S-X, which relates to the audited financial statements.

Response: We have updated and removed any references to Article 8 of Regulation S-X

6. Your reference to an evaluation date of July 14, 2011 should be corrected to reflect the fact that the evaluation of the effectiveness of disclosure controls and procedures is made as of the last day of the period, December 31, 2010. Revise accordingly.

Response: We have updated the date as last day of the period December 31, 2010

7. When revising your Explanatory Note, please include a discussion of the changes that were made to the Forward-Looking Statements section on page 4 and please consider whether any other changes need to be made in response to other comments contained in this letter.

Response: We have updated the Explanatory Note to include changes made in the Forward-Looking Statements section and considered no further changes are needed in response to other comments by the letter,

Evaluation of Controls and Procedures, page 20

8. We note that you have provided revised disclosure related to your evaluation of disclosure controls and procedures on page 21. These revisions were meant to replace, not to supplement, the last paragraph on page 20. Revise accordingly.

Response: We have updated the Evaluation of Controls and Procedures and replaced the last paragraph as advised.

9. We note your belief that “management’s failure to perform or complete its report on internal controls over financial reporting did not significantly impact its conclusions regarding the effectiveness of [y]our disclosure controls and procedures at December 31, 2010.” Disclosure controls and procedures include, “controls and procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.”

Considering management's failure to provide its report on internal control over financial reporting, along with the fact that the company essentially filed its annual report on a

Form not in use for three years, it is unclear to us how you are able to continue to conclude that your disclosure controls and procedures are effective. Amend the Form 10-

K/A to disclose management's revised conclusion on the effectiveness of your disclosure controls and procedures as of the end of the fiscal year. If you continue to believe that your disclosure controls and procedures were effective, please tell us the factors you considered and highlight for us those factors that supported your conclusion.

Response: It can be considered management’s inability to effectively perform internal controls over financial reporting in the past due to the company filing and using a Form not in use for 3 years. The company and management do believe that going forward, it is in position to perform and complete its report on internal controls effectively due to the use of the correct Form as advised by the SEC comment letters.

Please do not hesitate to contact the undersigned at (213) 625-1200 if we can be of further assistance. We thank you in advance for your customary courtesies.

Sincerely,

/s/ Frank Yuan

Frank Yuan

CEO

ASAP Expo Inc.

August 2, 2011
 Via E-mail

Mr. Frank S. Yuan Chief Executive Officer ASAP Expo, Inc. 345 S. Figueroa St., Suite M09 Los Angeles, CA  90071
Re: ASAP Expo, Inc.
 Form 10-K/A for the Fiscal Year Ended December 31, 2010
Filed July 19, 2011 Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011 Filed  July 19, 2011 File No. 001-34294
Dear Mr. Yuan:
 We have reviewed your letter dated Ju ly 20, 2011 in connection with the above-
referenced filings and have the following commen ts.  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 te n business days by amending your filings, 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 that amendments are appropriate, please tell us why in your response.

After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refer to our letter dated July 6, 2011.
 Form 10-K/A for the Fiscal Year Ended December 31, 2010, filed on July 19, 2011

 Facing Sheet

1. In future filings, do not include an “N/A” checkbox following the paragraph which refers
to Interactive Data. If the company is not yet subject to the Interactive Data requirements, leave both the Yes and the No boxes unchecked.
2. At the bottom of the Facing Sheet you are to state the aggregate market value of the
voting and non-voting common equity held by no n-affiliates computed using the price at
the last business day of your second fiscal quarter
.  In this regard, for this Form 10-K/A
for the year ended December 31, 2010 should refl ect the non-affiliate market value as of
June 30, 2010.

 Mr. Frank S. Yuan ASAP Expo, Inc. August 2, 2011 Page 2
 3. Remove the qualifications that you have in cluded after the mark et value amount.

Table of Contents, page 3

4. Notwithstanding your response, the table of contents is not compliant with that set forth
in the Form 10-K Official Text.  The It em numbers throughout your filing are also
incorrectly numbered.  We have the same observation regarding your Item numbers and
disclosures in the Form 10-Q/A filed on July  19, 2011. Revise the Item numbers and add
disclosures as necessary to comply with such Items.
Explanatory Note, page 3

5. Please revise to exclude any reference to Re gulation S-B as this regulation has been
superseded.  In this regard, the changes you have been asked to make are to bring your
disclosures into complian ce with Item 10, paragraph f of Regulation S-K and not Article
8 of Regulation S-X, which relates to  the audited financial statements.
6. Your reference to an evaluation date of Ju ly 14, 2011 should be corrected to reflect the
fact that the evaluation of the effectiveness of disclosure controls and procedures is made
as of the last day of the period, December 31, 2010. Revise accordingly.
7. When revising your Explanatory Note, please include a discussion of  the changes that
were made to the Forward-Looking Statements  section on page 4 and please consider
whether any other changes need to be made in response to other comments contained in
this letter.
Evaluation of Controls and Procedures, page 20

8. We note that you have provided revised di sclosure related to your evaluation of
disclosure controls and pro cedures on page 21.  These revi sions were meant to replace,
not to supplement, the last paragraph on page 20.  Revise accordingly.
9. We note your belief that “management’s fail ure to perform or complete its report on
internal controls over financ ial reporting did not significan tly impact its conclusions
regarding the effectiveness of [y]our disclo sure controls and procedures at December 31,
2010.”  Disclosure controls and procedures incl ude, “controls and procedures of an issuer
that are designed to ensure that in formation required to be disclosed  by the issuer in the
reports that it files or submits under the Act is recorded, processed, summarized and
reported , within the time periods specified in  the Commission’s rules and forms.”
Considering management's failure to provide its report on internal control over financial
reporting, along with the fact that the compa ny essentially filed its annual report on a
Form not in use for three years, it is uncl ear to us how you are able to continue to
conclude that your disclosure controls and procedures are effective.  Amend the Form 10-
K/A to disclose management's revised conclu sion on the effectiveness of your disclosure

 Mr. Frank S. Yuan ASAP Expo, Inc. August 2, 2011 Page 3
 controls and procedures as of the end of the fi scal year.  If you continue to believe that
your disclosure controls and procedures were  effective, please te ll us the factors you
considered and highlight for us those factors that supporte d your conclusion.

Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011, filed on July 19, 2011

10. Ensure that revisions in response to the comm ents below are also applied to the Form 10-
Q for the quarterly period ended March 31, 2011, as applicable.
You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Craig D. Wilson
Craig D. Wilson Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    asapexpo-corresp072011.htm

July 20, 2011

Via Edgar

Ms. Tamara Tangen, Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:

ASAP Expo, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed April 15, 2011

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

Filed May 23, 2011

File No. 001-34294

Dear Ms. Tamara Tangen,

On behalf of ASAP Expo, Inc. (the “Company”), I am writing in response to the comments contained in your letter dated July 6, 2011 (the “Letter”) regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “Form 10-K”) filed on April 15, 2011 and the Company’s Quarterly Report on Form 10-Q for fiscal quarter ended March 31, 2011 (the “Form 10-Q”) filed on May 23, 2011.

We have made every effort to address your observations and recommendations included in the Letter where appropriate.  For your convenience, we have included below in italics the original text of your comments from the Letter followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2010

Facing Sheet

1. You appear to be using an outdated Facing Sheet format. Please see Form 10-K and refer to Release Nos. 33-8876 and 33-9002, effective February 4, 2008 and April 13, 2009, respectively. Please revise or advise.

Response: We have updated the facing sheet format on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

2. The Commission file number presented on your Facing Sheet does not appear to be correct. Our records indicate that the Commission file number for ASAP Expo, Inc. is 001-34294. Please revise or advise

Response: We have updated the commission file number on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

Table of Contents, page 3

3. Your table of contents appears to be that used in accordance with Regulation S-B. Please be advised that Regulation S-B has been integrated into Regulation S-K, as well as Article 8 of Regulation S-X. In future filings, please revise to present a table of contents that complies with the requirements of Form 10-K.

Response: We have updated table of contents on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

Evaluation of Controls and Procedures, page 20

4. Please clarify within this section that your Chief Executive Officer also performs the role of Chief Financial Officer.

Response: We have clarified that the Chief Executive Officer also performs the role of Chief Financial Officer on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

5. You have referred to an outdated Evaluation Date. In this regard, you have defined such date as “a date within 90 days prior to the filing of the Company’s December 31, 2010 Form 10-KSB.” Item 307 of Regulation S-K requires that the evaluation take place as of the end of the period covered by the report.

Response: We have updated the Evaluation Date to be as of July 14, 2011 on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

6. We note your reference to the filing of a Form 10-KSB for the year ended December 31, 2010. Please remover references to this form as it is no longer used, nor was a Form 10-KSB ever filed by the company.

Response: We have updated and removed references to the Form 10-KSB on the amended Form 10-K/A filed on July 19, 2011.

7. Within the last sentence of this paragraph, you appear to confuse disclosure controls and procedures with internal controls over financial reporting. These represent two separate controls systems that must be reported on separately.

Response: We have updated the disclosure controls and procedures with internal controls over financial report into two separate control systems that are reported on separately on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

8. In addition, please consider whether management’s failure to perform or complete its report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2010

Response: We have considered management’s failure to perform or complete its report on internal control over financial reporting did not significantly impact its conclusions regarding the effectiveness of our disclosure controls and procedures as of December 31, 2010.

9. We note your statement that “there were no significant changes in [y]our internal controls over financial reporting...” Please revise to indicate whether there was any change in your internal control over financial reporting during your fourth fiscal quarter that materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.

Response: We have updated the statement to reflect no changes that materially affected or is reasonably likely to materially affect, our internal controls over financial reporting on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

Certifications

10. Certifications must be in the exact form set forth in Item 601(b)(31) of Regulation S-K. In this regard, we note that your certification excludes the introductory language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.

Please file an amendment to your Form 10-K that includes the entire periodic report and a new, corrected certification.

Response: We have updated the certifications to be in the exact form set forth in Item 601(b)(31) of Regulation S-K on the amended Form 10-K/A and Form 10-Q/A filed on July 19, 2011.

Pursuant to your request, (1) The company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) 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 (3) The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (213) 625-1200 if we can be of further assistance. We thank you in advance for your customary courtesies.

Sincerely,

/s/ Frank Yuan

Frank Yuan

CEO

ASAP Expo Inc.

July 6, 2011
 Via E-mail

Mr. Frank S. Yuan Chief Executive Officer ASAP Expo, Inc. 345 S. Figueroa St., Suite M09 Los Angeles, CA  90071
Re: ASAP Expo, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed April 15, 2011 Form 10-Q for the Fiscal Quarter Ended March 31, 2011
Filed May 23, 2011 File No. 001-34294

Dear Mr. Yuan:
 We have reviewed your filings and have the following comments.  We have limited our
review of your filings to those is sues we have addressed in the comments below.  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 te n business days by amending your filings, 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 amendments are appropriate, pleas e tell us why in your response.
 After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Facing Sheet

 Mr. Frank S. Yuan ASAP Expo, Inc. July 6, 2011 Page 2
 1. You appear to be using an outdated Facing Sh eet format. Please see Form 10-K and refer
to Release Nos. 33-8876 and 33-9002, eff ective February 4, 2008 and April 13, 2009,
respectively.  Please revise or advise.
2. The Commission file number presented on your Facing Sheet does not appear to be
correct.  Our records indicate that the Commission file num ber for ASAP Expo, Inc. is
001-34294.  Please revise or advise.

 Mr. Frank S. Yuan ASAP Expo, Inc. July 6, 2011 Page 3
 Table of Contents, page 3

3. Your table of contents appears to be that us ed in accordance with Regulation S-B.  Please
be advised that Regulation S-B has been in tegrated into Regulation S-K, as well as
Article 8 of Regulation S-X.  In future filings , please revise to present a table of contents
that complies with the re quirements of Form 10-K.

Evaluation of Controls and Procedures, page 20

4. Please clarify within this sect ion that your Chief Executive Officer also performs the role
of Chief Financial Officer.
5. You have referred to an outdated Evaluation Da te.  In this regard, you have defined such
date as “a date within 90 da ys prior to the filing of the Company’s December 31, 2010
Form 10-KSB.”  Item 307 of Regulation S-K re quires that the evalua tion take place as of
the end of the period co vered by the report.

6. We note your reference to the filing of a Fo rm 10-KSB for the year ended December 31,
2010.  Please remover references to this form as it is no longer used, nor was a Form 10-
KSB ever filed by the company.

7. Within the last sentence of this paragraph, you appear to confuse disc losure controls and
procedures with internal cont rols over financial reporting. These represent two separate
controls systems that must be  reported on separately.
 The definition of disclosure controls and pro cedures is set forth in Rule 13a-15(e).  You
must disclose management’s assessment of disclosure controls and procedures as
required by Item 307 of Regulation S-K.
 The definition of internal controls over financ ial reporting is set forth in Rule 13a-15(f).
We note your statements that “there are no significant deficienci es in the design or
operation of internal controls over financial re porting” and that “no material weaknesses
in [y]our internal controls over financial reporting” were not ed.  These statements do not
meet the criteria for management’s assessmen t of internal controls over financial
reporting.  Refer to Item 308 of Regulation S-K for the requirements of management’s
annual report.
8. In addition, please consider whether manageme nt’s failure to perform or complete its
report on internal control over financial repo rting impacts its conclusions regarding the
effectiveness of your disclosure controls and procedures as of December 31, 2010.

 Mr. Frank S. Yuan ASAP Expo, Inc. July 6, 2011 Page 4
 9. We note your statement that “there were no sign ificant changes in [y]our internal controls
over financial reporting...”  Please revise to indica te whether there was any
 change in
your internal control over financial reporti ng during your fourth fi scal quarter that
materially affected, or is reas onably likely to materially aff ect, your internal control over
financial reporting.

Certifications

10. Certifications must be in the exact form set forth in Item 601(b)(31) of Regulation S-K.
In this regard, we note that your certifi cation excludes the introductory language of
paragraph 4 and the language of paragraph 4( b) of Item 601(b)(31) of Regulation S-K.
Please file an amendment to your Form 10-K th at includes the entire  periodic report and a
new, corrected certification.

Form 10-Q for the Quarterly Period Ended March 31, 2011
 11. Where applicable, the above comments should be considered in revising your Form 10-Q
for the quarterly period ended March 31, 2011.

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:
 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.

 Mr. Frank S. Yuan ASAP Expo, Inc. July 6, 2011 Page 5
 You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Stephen Krikorian
Stephen G. Krikorian Accounting Branch Chief