SecProbe.io

CORRESP
 1
 filename1.htm

 20
Austin Blvd.

 Commack,
NY 11725

 August
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Scienture
 Holdings, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-289824

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:30 p.m. Eastern Time on August 27, 2025,
or as soon thereafter as practicable.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Scienture Holdings,
Inc. that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

 Very
 truly yours,

 SCIENTURE
 HOLDINGS, INC.

 By:

 /s/
 Narasimhan Mani

 Name:

 Narasimhan
 Mani

 Title:

 Co-Chief
 Executive Officer and President

 cc:
 Kate
 Bechen, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

Narasimhan Mani
Chief Executive Officer
Scienture Holdings, Inc.
20 Austin Blvd.
Commack, NY 11725

 Re: Scienture Holdings, Inc.
 Draft Registration Statement on Form S-3
 Submitted August 15, 2025
 CIK No. 0001382574
Dear Narasimhan Mani:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. 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 Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Louis D. Kern, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 20
Austin Blvd.

 Commack, NY 11725

 August
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Scienture
 Holdings, Inc.
 Registration
 Statement on Form S-3
 File
 No. 333-289198

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:30 p.m. Eastern Time on August 8, 2025,
or as soon thereafter as practicable.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Scienture Holdings,
Inc. that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

 Very truly yours,

 SCIENTURE HOLDINGS, INC.

 By:
 /s/ Narasimhan
 Mani

 Name:
 Narasimhan Mani

 Title:
 Co-Chief Executive Officer and President

 cc:
 Kate Bechen, Esq.

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

Narasimhan Mani
Co-Chief Executive Officer and President
Scienture Holdings, Inc.
20 Austin Blvd.
Commack, NY 11725

 Re: Scienture Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 1-39199
Dear Narasimhan Mani:

 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 Life Sciences
cc: Louis Kern, Esq
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Dykema
 Gossett PLLC
 111
 E. Kilbourn Ave.
 Suite
 1050
 Milwaukee,
 WI 53202
 www.dykema.com
 Tel:
 414-488-7300

 Kate
 Bechen
 Direct
 Dial: (414) 488-7333
 Email:
 KBechen@dykema.com

 August
4, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Daniel Crawford, Tim Buchmiller, Tracie

 Mariner,
and Kevin Vaughn

 Re:
 Scienture Holdings,
 Inc.

 Form 10-K for Fiscal
 Year Ended December 31, 2024

 File No. 1-39199

 Dear
Mr. Crawford, Mr. Buchmiller, Ms. Mariner and Mr. Vaughn:

 This
response letter (this " Response ") is submitted on behalf of Scienture Holdings, Inc. (the " Company ")
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the " Staff ")
of the U.S. Securities and Exchange Commission (the " SEC ") in a letter addressed to Dr. Narasimhan Mani, dated July
24, 2025 (the " Comment Letter "), with respect to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2024 (the " Form 10-K ").

 For
reference purposes, each of the Staff's numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company's response to each comment. The responses below are based on information provided to Dykema Gossett PLLC by the Company.

 Form
10-K for Fiscal Year Ended December 31, 2024

 Part
I

 Item
1. Business

 Current
Business – Scienture LLC

 Research
and Development and Product Portfolio, page 6

 1.
 In future filings, please
 revise your pipeline table so the progress arrow associated with SCN-104 does not enter the "Phase 1" column as it appears
 you have not filed an IND and commenced the Phase 1 trial for the product candidate. For SCN-106, to the extent you believe you can
 make an NDA/BLA submission without progressing through all three phases of clinical trials, as depicted in the table, please add
 appropriate disclosure that makes that clear. Revise to disclose the design and results of the Phase 3 clinical trial for SCN-106,
 or otherwise revise your pipeline table to indicate the product candidate's current stage of development as it currently appears
 to state you have completed Phase 3 clinical development.

 Response :
 In response to the Staff's comments, the Company advises the Staff that it will revise the pipeline table associated with the
Company's product portfolio in future filings to better depict the status of and requirements associated with its products as follows:

 Research
and Development and Product Portfolio

 Scienture,
LLC is committed to the development of innovative product candidates in the CNS and CVS therapeutic areas. The process by which Scienture,
LLC intends to bring its product candidates to market and the anticipated launch dates of its product candidates is depicted in the following
table. The progress of Scienture, LLC's products through this process to date is represented by the green bars shown below.

 In
addition, the Company will supplement its disclosures in future filings to clarify that, based on conversations with the United States
Food and Drug Administration, the Company's management believes that SCN-106 may be approved without advancing though all three
clinical trial phases as depicted in the pipeline table above and further described below:

 SCN-106
(Potential Biosimilar)

 Scienture,
LLC is developing a potential biosimilar, SCN-106, based on Cathflo Activase, a reference product that is a thrombolytic agent that binds
to fibrin in clots and converts entrapped plasminogen to plasmin. SCN-106 is a sterile, purified glycoprotein that is synthesized using
the complementary DNA for natural human tPA obtained from a Chinese hamster ovary cell-line.

 Scienture,
LLC is working with Anthem Biosciences Pvt, Ltd. ("Anthem") to develop a biosimilar product that utilizes the same mechanism(s)
of action for the proposed condition of use, and has the same route of administration, dosage form, and strength as the reference product.
In this regard, Scienture, LLC entered into a Master Services Agreement with Anthem on October 29, 2024 (the "Anthem Agreement").
The following is a summary of the Anthem Agreement, which is qualified in its entirety by the full text of the Anthem Agreement, which
is filed as an exhibit to this Annual Report.

 Under
the Anthem Agreement, Anthem has agreed to diligently complete the services associated with SCN-106 as included in work orders to be
attached to the Anthem Agreement. In performing these services, Anthem has agreed to strictly comply with the specifications in the Anthem
Agreement, the work order, standard operating procedures approved in writing by Scienture, LLC, and relevant professional standards,
and any regulatory authority requirements, including current Good Laboratory Practices ("GLPs") and current Good Manufacturing
Practices ("GMPs") promulgated by the FDA, and any other applicable laws, rules, and regulations. In carrying-out its services,
Anthem will only allow those employees and personnel under Anthem's direct control to perform such services and will obtain the
Scienture, LLC's consent prior to delegating or subcontracting any portion of the services. Anthem is required to provide prompt
written reports to Scienture, LLC the status of the services provided by Anthem under the Anthem Agreement and any work order. Under
the Anthem Agreement, Scienture, LLC is responsible for paying Anthem the amounts designated on any attached work order. These amounts
are to be paid on the schedule stated on the work order and Anthem is responsible for invoicing Scienture, LLC for such amounts. Undisputed
late payments incur interest at the rate of 18% per annum payable until the date of actual payment.

 Any
project or work order in effect under the Anthem Agreement may be terminated by Scienture, LLC without cause upon thirty (30) days'
prior notice to Anthem. Anthem may terminate the Anthem Agreement without cause upon thirty (30) days' prior notice to Scienture,
LLC. However, Anthem is responsible for delivering all services and deliverables under the Anthem Agreement then required to be performed
by Anthem under a work order prior to any such termination. Either party may terminate the Anthem Agreement upon the breach of the Anthem
Agreement by the other party if the breach remains uncured for a period of thirty (30) days. In the event that performance by Anthem
or Scienture, LLC under the Anthem Agreement is delayed due to an event beyond the control of Anthem or Scienture, LLC for a period of
ninety (90) days, then the other party can terminate the Anthem Agreement upon written notice.

 With
respect to projects to be performed by Anthem under the Anthem Agreement, any and all materials relating to such projects are the property
of Scienture, LLC, and are to be protected as such by Anthem. Furthermore, Anthem has agreed to irrevocably assign to Scienture, LLC
all right, title, and interest in and to any "Program Technology" (as defined in the Anthem Agreement) and to make any assignments
necessary to ensure that Scienture, LLC has such ownership interest. The Anthem Agreement also contains customary confidentiality obligations,
representations and warranties, indemnification provisions, and anti-assignment provisions. The Anthem Agreement may only be amended
upon the written consent of both parties.

 The
CMC development program is focused on establishing the analytical similarity of SCN-106 to the reference product. Multiple clones of
CHO cells have been produced to synthesize lots of SCN-106 which were screened for similarity to the reference product for several key
biochemical quality attributes as well as overall protein yield and finalization of a lead clone.

 Scienture,
LLC completed a Biosimilar Initial Advisory meeting with the FDA in June 2023 to discuss the CMC, non-clinical, and clinical studies
required for regulatory approval. As a result of this meeting, Scienture, LLC learned that its analytical strategy for initiating analytical
similarity studies between SCN-106 and a proposed biosimilar product is acceptable. Scienture, LLC also learned that SCN-106 is suitable
for further development and received guidance from the FDA on a comparable clinical study needed to demonstrate biosimilarity of SCN-106
and the reference product. In this regard, Scienture, LLC was informed that no additional safety, PK, toxicology or dose range finding
studies will be required due to the method of use (very limited exposure) and the availability of an extensive amount of data on the
original brand product. The only clinical requirement is a comparative phase 3 clinical study in the sensitive population to demonstrate
that there are no clinically meaningful differences between SCN-106 and the currently marketed product.

 Thank
you for your review and consideration of the matters set forth in this Response. If you have any questions, please contact the undersigned
at (414) 488-7333 or KBechen@dykema.com.

 Sincerely,

 Dykema Gossett PLLC

 /s/
 Kate Bechen

 Kate Bechen, Esq.

 cc:
 Narasimhan Mani

 Co-Chief Executive Officer
 and President

 Scienture Holdings, Inc.

CORRESP
 1
 filename1.htm

 Dykema Gossett PLLC
 111 E. Kilbourn Ave.
 Suite 1050
 Milwaukee, WI 53202
 www.dykema.com
 Tel: 414-488-7300

 Kate Bechen
 Direct Dial: (414) 488-7333
 Email: KBechen@dykema.com

 August 1, 2025

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Daniel Crawford, Tim Buchmiller, Tracie

 Mariner, and Kevin Vaughn

 Re:
 Scienture Holdings, Inc.

 Draft Registration Statement on Form S-3

 Submitted July 8, 2025

 CIK No. 0001382574

 Dear Mr. Crawford, Mr. Buchmiller, Ms. Mariner and
Mr. Vaughn:

 This response letter (this " Response ")
is submitted on behalf of Scienture Holdings, Inc. (the " Company ") in response to the comments that the Company received
from the staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission
(the " SEC ") in a letter addressed to Dr. Narasimhan Mani, dated July 24, 2025 (the " Comment Letter "),
with respect to the Company's Draft Registration Statement on Form S-3 (the " Draft Registration Statement "),
confidentially submitted with the SEC on July 8, 2025. The Company concurrently is filing a Form S-3 (the " Registration Statement "),
which reflects the changes discussed in this Response that the Company made to address the Staff's comments and other updates.

 For reference purposes, each of
the Staff's numbered comments from the Comment Letter is set forth in bold text below, followed by the Company's response
to each comment. The responses below are based on information provided to Dykema Gossett PLLC by the Company.

 Draft Registration Statement on Form S-3

 Exhibits

 1.
 We note that you are registering the offer and sale of debt securities. Please pre-effectively file a form of indenture as an exhibit to the registration statement. Refer to Questions 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations available on our website.

 Response : In response to the
Staff's comments, the Company has filed a form of indenture as Exhibit 4.5 to the Registration Statement.

 Thank you for your review and
consideration of the matters set forth in this Response and in the Registration Statement. If you have any questions, please contact the
undersigned at (414) 488-7333 or KBechen@dykema.com.

 Sincerely,

 Dykema Gossett PLLC

 /s/ Kate Bechen

 Kate Bechen, Esq.

 cc:
 Narasimhan Mani

 Co-Chief Executive Officer and President

 Scienture Holdings, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Narasimhan Mani
Co-Chief Executive Officer and President
Scienture Holdings, Inc.
20 Austin Blvd.
Commack, NY 11725

 Re: Scienture Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 1-39199
Dear Narasimhan Mani:

 We have reviewed your filing and have the following comment.

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

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

Form 10-K for Fiscal Year Ended December 31, 2024
Part I
Item 1. Business
Current Business - Scienture LLC
Research and Development and Product Portfolio, page 6

1. In future filings, please revise your pipeline table so the progress
arrow associated
 with SCN-104 does not enter the "Phase 1" column as it appears you have
not filed an
 IND and commenced the Phase 1 trial for the product candidate. For
SCN-106, to the
 extent you believe you can make an NDA/BLA submission without
progressing
 through all three phases of clinical trials, as depicted in the table,
please add
 appropriate disclosure that makes that clear. Revise to disclose the
design and results
 of the Phase 3 clinical trial for SCN-106, or otherwise revise your
pipeline table to
 indicate the product candidate s current stage of development as it
currently appears
 to state you have completed Phase 3 clinical development.
 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.
 July 24, 2025
Page 2

 Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-
3635 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Narasimhan Mani
Co-Chief Executive Officer and President
Scienture Holdings, Inc.
20 Austin Blvd.
Commack, NY 11725

 Re: Scienture Holdings, Inc.
 Draft Registration Statement on Form S-3
 Submitted July 8, 2025
 CIK No. 0001382574
Dear Narasimhan Mani:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

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

Draft Registration Statement on Form S-3
Exhibits

1. We note that you are registering the offer and sale of debt securities.
Please pre-
 effectively file a form of indenture as an exhibit to the registration
statement. Refer to
 Questions 201.02 and 201.04 of the Trust Indenture Act of 1939
Compliance and
 Disclosure Interpretations available on our website.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 July 24, 2025
Page 2

 Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-
3635 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 6308
Benjamin Rd, Suite 708

 Tampa,
Florida 33634

 April
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Scienture
 Holdings, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-286399

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-1 be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on April 11, 2025,
or as soon thereafter as practicable.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Scienture Holdings,
Inc. that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

 Very
 truly yours,

 SCIENTURE
 HOLDINGS, INC.

 By:

 /s/
 Surendra Ajjarapu

 Name:

 Surendra
 Ajjarapu

 Title:

 Chief
 Executive Officer

 cc:
 Kate
 Bechen, Esq.

 Louis
 D. Kern, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Surendra Ajjarapu
Chief Executive Officer
Scienture Holdings, Inc.
6308 Benjamin Rd, Suite 708
Tampa, FL 33634

 Re: Scienture Holdings, Inc.
 Draft Registration Statement on Form S-1
 Submitted March 18, 2025
 CIK No. 0001382574
Dear Surendra Ajjarapu:

 Our initial review of your draft registration statement indicates that
it fails to comply
with the requirements of the Securities Act of 1933, the rules and regulations
thereunder and
the requirements of the form. More specifically, the draft registration
statement does not
include audited financial statements for the fiscal year ended December 31,
2024.

 We will provide more detailed comments relating to your draft
registration statement
following our review of a substantive amendment that addresses this deficiency.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kate Bechen
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

6308
Benjamin Rd, Suite 708

Tampa,
Florida 33634

February
12, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Scienture
    Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-283591

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-1 be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on February 14, 2025,
or as soon thereafter as practicable.

We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by Scienture Holdings,
Inc. that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

    Very truly yours,

    SCIENTURE HOLDINGS, INC.

    By:

    /s/
    Surendra Ajjarapu

    Name:

    Surendra
    Ajjarapu

    Title:

    Chief
    Executive Officer

    cc:
    Kate
    Bechen, Esq.

    Louis
    D. Kern, Esq.

February 7, 2025
Surendra Ajjarapu
Chief Executive Officer
Scienture Holdings, Inc.
6308 Benjamin Road
Suite 708
Tampa, FL 33634
Re:Scienture Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended September 30, 2024
File No. 001-39199
Dear Surendra Ajjarapu:
            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 Life Sciences

CORRESP
1
filename1.htm

    Dykema
    Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Kate
    Bechen

    Direct
    Dial: (414) 488-7333

    Email:
    KBechen@dykema.com

February
6, 2025

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford, Tim Buchmiller, Tracie

Mariner,
and Sasha Parikh

    Re:
    Scienture
    Holdings, Inc.

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

    Filed
    January 13, 2025

    File
    No. 333-283591

Dear
Mr. Crawford, Mr. Buchmiller, Ms. Mariner and Ms. Parikh:

This
response letter (this “Response”) is submitted on behalf of Scienture Holdings, Inc. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Ajjarapu, dated February 5,
2025 (the “Comment Letter”), with respect to the Company’s registration statement on Form S-1 (the “Registration
Statement”), filed with the SEC on January 30, 2025. The Company is concurrently submitting a third amendment to the
Registration Statement (“Amendment No. 3”), which reflects the changes discussed in this Response that the Company
made to address the Staff’s comments and other updates.

For
reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 3.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

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

Use
of Proceeds, page 44

    1.
    We
    note from your response to prior comment 3 that you do not intend to use offering proceeds for your planned Phase 1 single dose study
    in healthy adults that you disclose on page 57. Please revise to state the source of funding for the Phase 1 trial. Refer to Instruction
    3 to Item 504 of Regulation S-K.

Response:
In response to the Staff’s comments, the Company advises the Staff that it has reconsidered the Company’s intended use
of proceeds for the offering and determined that the Company intends to use a portion of the offering proceeds in connection with its
planned Phase 1 single dose study in healthy adults. The Company has also determined that it will use a portion of the offering proceeds
to fund clinical trials, BLA approval, and the launch of SCN-106. Furthermore, the Company intends to use a portion of the offering proceeds
to fund the in-licensing and launch of yet to be identified third party products. The Company does not anticipate that it will require
a material amount of other funds necessary to accomplish the specified purposes for which the proceeds are to be used as disclosed in
Amendment No. 3. In this regard, the Company has revised the disclosure in the footnotes of the table set forth on page 44 of Amendment
No. 3.

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 3. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Kate Bechen

    Kate
    Bechen, Esq.

    cc:
    Surendra
    Ajjarapu

    Chief
    Executive Officer

    Scienture
    Holdings, Inc.

February 5, 2025
Surendra Ajjarapu
Chief Executive Officer
Scienture Holdings, Inc.
6308 Benjamin Rd, Suite 708
Tampa, FL 33634
Re:Scienture Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 30, 2025
File No. 333-283591
Dear Surendra Ajjarapu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 24, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1
Use of Proceeds, page 44
1.We note from your response to prior comment 3 that you do not intend to use offering
proceeds for your planned Phase 1 single dose study in healthy adults that you
disclose on page 57. Please revise to state the source of funding for the Phase 1 trial.
Refer to Instruction 3 to Item 504 of Regulation S-K.
            Please contact Tracie Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any other questions.

February 5, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Kate L. Bechen, Esq.

CORRESP
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filename1.htm

    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Kate
                                            Bechen

    Direct
    Dial: (414) 488-7333

    Email:
    KBechen@dykema.com

January
29, 2025

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford, Tim Buchmiller, Tracie

Mariner,
and Sasha Parikh

    Re:
    Scienture
    Holdings, Inc.

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

    Filed
    January 13, 2025

    File
    No. 333-283591

Dear
Mr. Crawford, Mr. Buchmiller, Ms. Mariner and Ms. Parikh:

This
response letter (this “Response”) is submitted on behalf of Scienture Holdings, Inc. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Ajjarapu, dated January 24,
2025 (the “Comment Letter”), with respect to the Company’s registration statement on Form S-1 (the “Registration
Statement”), filed with the SEC on January 13, 2025 (“Amendment No. 1”). The Company is concurrently
submitting a first amendment to the Registration Statement (“Amendment No. 2”), which reflects the changes discussed
in this Response that the Company made to address the Staff’s comments and other updates.

For
reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 2.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

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

Risk
Factors, page 8

    1.
    Please
    revise your Risk Factors to also disclose the risks associated with Scienture LLC. For example, we note the risk factors associated
    with Scienture LLC that you disclosed in your amended offering statement on Form 1-A filed on November 6, 2024. In addition, we note
    that your named executive officers, appearing on pages 5 and 6 of Amendment No. 1 to the Form 10-K that you filed on May 3, 2024,
    and that is incorporated by reference into this registration statement, do not appear to have substantial experience with the clinical
    development of therapeutic products for FDA marketing approval and this lack of experience at the executive level of your company
    presents risks even though individuals elsewhere within your company do have such experience. Please also revise to provide appropriate
    risk factor disclosure in this regard.

Response:
In response to the Staff’s comments, the Company has revised its disclosure in the sections of the Registration Statement entitled
“Prospectus Summary – Summary of Risk Factors” and “Risk Factors” on pages 8 through
9 and 10 through 43 of Amendment No. 2.

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

January
29, 2025

Page 2

    2.
    Please
    revise your Risk Factors section where appropriate to add a risk discussing the notice received from Nasdaq disclosed in the Form
    8-K filed January 8, 2025 indicating that you were not in compliance with Nasdaq Listing Rule 5620(a), due to not holding an annual
    meeting of stockholders in 2024 within one year of the Company’s 2023 fiscal year end.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on page 41 of Amendment No. 2.

Use
of Proceeds, page 12

    3.
    We
    note your response to prior comment 2 and reissue in part. Please revise to state whether you intend to use offering proceeds to
    conduct clinical trials for SCN-104, and if so, disclose the number and phase of the clinical trials for that product candidate.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that the Company does not intend to use offering
proceeds to conduct clinical trials for SCN-104. In this regard, page 44 of Amendment No. 2 states that the Company anticipates
using a portion of the net proceeds to fund NDA approval and the launch of SCN-104.

    4.
    We
    note your planned activities appear to require funds in addition to the $50,000,000 you may receive pursuant to the ELOC Purchase
    Agreement. Please revise to disclose the sources of the additional funds. Refer to Instruction 3 to Item 504 of Regulation S- K.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on page 44 of Amendment No. 2.

Description
of Business

Current
Business - Scienture LLC, page 21

    5.
    Please
    revise your Description of Business section to disclose the material terms of your Master Services Agreement with Anthem Biosciences
    Pvt, Ltd. including the rights and obligations of each party and the termination date.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on page 57 of Amendment No. 2.

Research
and Development and Product Portfolio, page 22

    6.
    Please
    revise your pipeline table so that the progress arrow associated with SCN-104 program does not enter the “Phase 1” column
    as your disclosure on page 25 indicates that you have not submitted an IND for this product candidate. Also revise to remove the
    progress bar for your SCN-106 program as your disclosure does not appear to discuss completing a phase 3 clinical trial in SCN-106
    or any other clinical trials. Similarly, please revise to remove the progress bar for your SCN-107 program as your disclosure on
    page 26 indicates that you have not submitted an IND to initiate your Phase 1 single dose study and do not appear to have completed
    any other clinical trials for this program.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the pipeline table disclosed on page 54
of Amendment No. 2 represents the process by which the Company intends to bring its product candidates to market as well as the anticipated
launch date. The development progress of these products are depicted with checkmarks. In this regard, the Company has revised the disclosure
on page 54 of Amendment No. 2.

    7.
    Please
    indicate when you received the FDA Complete Response Letter disclosed in the second paragraph on page 24 and provide an update on
    your expected timing with respect to resubmitting the NDA for SCN-104.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on page 56 of Amendment No. 2.

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

January
29, 2025

Page
3

Changes
in Auditor, page 57

    8.
    We
    note your response to prior comment 4. In accordance with Item 304(a)(3) of Regulation S-K, please include a letter from MaloneBailey,
    LLP, filed as an exhibit with your next amendment, stating whether it agrees with the statements you made in response to Item 304(a)
    of Regulation S-K and, if not, stating the respects in which it does not agree.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that the referenced letter from MaloneBailey,
LLP was included as Exhibit 16.1 of Amendment No. 1 available at www.sec.gov/ix?doc=/Archives/edgar/data/1382574/000149315225001996/forms-1a.htm.
This letter remains as Exhibit 16.1 of Amendment No.2.

Notes
to the Unaudited Pro Forma Financial Statements

Note
2 - Consideration Transferred, page F-39

    9.
    Please
    revise the table reflecting the fair value of identified intangible assets that were acquired as it currently identifies five product
    candidates but only provides valuations for four of the product candidates. In addition, we noted that the total in this table of
    $78,646,184 does not reconcile to the aggregate intangible asset value of $76,400,000 as noted in the preliminary allocation of the
    purchase price. Please revise.

Response:
In response to the Staff’s comments, the Company has revised the disclosure of page F-39 of Amendment No. 2.

    10.
    You
    noted that the purchase price allocation of intangible assets was independently identified and valued by a third party valuation
    expert. Please revise your filing to name this valuation firm and provide their consent. Alternatively, to the extent you determined
    the fair values and considered or relied in part upon the report of this valuation firm, revise your disclosure accordingly. See
    Question 141.02 of the Compliance and Disclosure Interpretations for Securities Act Sections.

Response:
In response to the Staff’s comments, the Company has revised the disclosed on page F-39 of Amendment No. 2 to remove
the reference to a third party valuation expert. In this regard, the Company notes that Question 141.02 of the Compliance and Disclosure
Interpretations for Securities Act Sections states, “[t]he registrant has no requirement to make reference to a third party expert
simply because the registrant used or relied on the third party expert’s report or valuation or opinion in connection with the
preparation of a Securities Act registration statement.”

    11.
    In
    future Exchange Act filings, beginning with your Form 10-K for the year ended December 31, 2024, please include disclosure of the
    intangible assets acquired which clearly identifies, describes, and separately quantifies each acquired intangible asset and related
    intellectual property, as well as the method and material assumptions used to determine their fair value.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that it will include disclosure of the intangible
asset and related intellectual property, as well as the method and material assumptions used to determine their fair asset value beginning
with the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2024.

Item
16. Exhibits and Financial Statement Schedules, page II-5

    12.
    The
    auditor consents filed as Exhibit 23.1 and 23.3 do not reference the correct registration statement (i.e. Amendment No. 1 to Form
    S-1). Please have your auditors correct this discrepancy in your next amendment.

Response:
In response to the Staff’s comments, the Company has revised Exhibits 23.1 and 23.3 to Amendment No. 2 to reference the correct
registration statement.

*          *          *

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

January
29, 2025

Page
4

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 2. If you have any questions,
please contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Kate Bechen

    Kate
    Bechen, Esq.

    cc:
    Surendra
    Ajjarapu

    Chief
    Executive Officer

    Scienture
    Holdings, Inc.

January 24, 2025
Surendra Ajjarapu
Chief Executive Officer
Scienture Holdings, Inc.
6308 Benjamin Rd, Suite 708
Tampa, FL 33634
Re:Scienture Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 13, 2025
File No. 333-283591
Dear Surendra Ajjarapu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 20,
2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors, page 8
Please revise your Risk Factors to also disclose the risks associated with Scienture
LLC. For example, we note the risk factors associated with Scienture LLC that you
disclosed in your amended offering statement on Form 1-A filed on November 6,
2024. In addition, we note that your named executive officers, appearing on pages 5
and 6 of Amendment No. 1 to the Form 10-K that you filed on May 3, 2024, and that
is incorporated by reference into this registration statement, do not appear to have
substantial experience with the clinical development of therapeutic products for FDA
marketing approval and this lack of experience at the executive level of your company
presents risks even though individuals elsewhere within your company do have such 1.

January 24, 2025
Page 2
experience. Please also revise to provide appropriate risk factor disclosure in this
regard.
2.Please revise your Risk Factors section where appropriate to add a risk discussing the
notice received from Nasdaq disclosed in the Form 8-K filed January 8, 2025
indicating that you were not in compliance with Nasdaq Listing Rule 5620(a), due
to not holding an annual meeting of stockholders in 2024 within one year of the
Company’s 2023 fiscal year end.
Use of Proceeds, page 12
3.We note your response to prior comment 2 and reissue in part. Please revise to state
whether you intend to use offering proceeds to conduct clinical trials for SCN-104,
and if so, disclose the number and phase of the clinical trials for that product
candidate.
4.We note your planned activities appear to require funds in addition to the $50,000,000
you may receive pursuant to the ELOC Purchase Agreement. Please revise to disclose
the sources of the additional funds. Refer to Instruction 3 to Item 504 of Regulation S-
K.
Description of Business
Current Business - Scienture LLC, page 21
5.Please revise your Description of Business section to disclose the material terms of
your Master Services Agreement with Anthem Biosciences Pvt, Ltd. including the
rights and obligations of each party and the termination date.
Research and Development and Product Portfolio, page 22
6.Please revise your pipeline table so that the progress arrow associated with SCN-104
program does not enter the "Phase 1" column as your disclosure on page 25 indicates
that you have not submitted an IND for this product candidate. Also revise to remove
the progress bar for your SCN-106 program as your disclosure does not appear to
discuss completing a phase 3 clinical trial in SCN-106 or any other clinical trials.
Similarly, please revise to remove the progress bar for your SCN-107 program as your
disclosure on page 26 indicates that you have not submitted an IND to initiate your
Phase 1 single dose study and do not appear to have completed any other clinical trials
for this program.
7.Please indicate when you received the FDA Complete Response Letter disclosed in
the second paragraph on page 24 and provide an update on your expected timing with
respect to resubmitting the NDA for SCN-104.
Changes in Auditor, page 57
8.We note your response to prior comment 4. In accordance with Item 304(a)(3) of
Regulation S-K, please include a letter from MaloneBailey, LLP, filed as an exhibit
with your next amendment, stating whether it agrees with the statements you made in
response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it
does not agree.

January 24, 2025
Page 3
Notes to the Unaudited Pro Forma Financial Statements
Note 2 - Consideration Transferred, page F-39
9.Please revise the table reflecting the fair value of identified intangible assets that were
acquired as it currently identifies five product candidates but only provides valuations
for four of the product candidates. In addition, we noted that the total in this table of
$78,646,184 does not reconcile to the aggregate intangible asset value of $76,400,000
as noted in the preliminary allocation of the purchase price. Please revise.
10.You noted that the purchase price allocation of intangible assets was independently
identified and valued by a third party valuation expert. Please revise your filing to
name this valuation firm and provide their consent. Alternatively, to the extent you
determined the fair values and considered or relied in part upon the report of this
valuation firm, revise your disclosure accordingly. See Question 141.02 of the
Compliance and Disclosure Interpretations for Securities Act Sections.
11.In future Exchange Act filings, beginning with your Form 10-K for the year ended
December 31, 2024, please include disclosure of the intangible assets acquired
which clearly identifies, describes, and separately quantifies each acquired intangible
asset and related intellectual property, as well as the method and material assumptions
used to determine their fair value.
Item 16. Exhibits and Financial Statement Schedules, page II-5
12.The auditor consents filed as Exhibit 23.1 and 23.3 do not reference the correct
registration statement (i.e. Amendment No. 1 to Form S-1). Please have your auditors
correct this discrepancy in your next amendment.
            Please contact Tracie Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Kate L. Bechen, Esq.

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Kate
                                            Bechen

    Direct
    Dial: (414) 488-7333

    Email:
    KBechen@dykema.com

January
13, 2025

U.S.
Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Daniel Crawford, Tim Buchmiller, Tracie

Mariner, and Sasha Parikh

 Re: Scienture
                                            Holdings, Inc.

    Registration
                                            Statement on Form S-1

    Filed
                                            December 3, 2024

    File
                                            No. 333-283591

Dear
Mr. Crawford, Mr. Buchmiller, Ms. Mariner and Ms. Parikh:

This
response letter (this “Response”) is submitted on behalf of Scienture Holdings, Inc. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Ajjarapu, dated December 20,
2024 (the “Comment Letter”), with respect to the Company’s registration statement on Form S-1 (the “Registration
Statement”), filed with the SEC on December 3, 2024. The Company is concurrently submitting a first amendment to the Registration
Statement (“Amendment No. 1”), which reflects the changes discussed in this Response that the Company made to address
the Staff’s comments and other updates.

For
reference purposes, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by
the Company’s response to each comment. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in Amendment No. 1.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

Registration
Statement on Form S-1 Filed December 3, 2024

Prospectus
Summary

Company
Overview, page 2

1. We
                                            note your disclosure stating that, on July 25, 2024, you acquired a wholly-owned subsidiary,
                                            Scienture, LLC (f/k/a Scienture, Inc.). Please include financial statements of Scienture,
                                            Inc., in accordance with Rule 8-04 of Regulation S-X, and pro forma financial statements
                                            depicting the transaction, in accordance with Rule 8-05 of Regulation S-X. In the notes to
                                            your pro forma financial statements, include disclosure of the intangible assets acquired
                                            which clearly identifies, describes, and separately quantifies each acquired intangible asset
                                            and related intellectual property, as well as the method and material assumptions used to
                                            determine their fair value, citing relevant accounting literature to support your basis.

Response:
In response to the Staff’s comments, the Company has included the financial statements of Scienture, Inc. and pro forma financial
statements depicting the acquisition of Scienture, LLC (f/k/a Scienture, Inc.) on pages F-2 through F-39.

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

January 13, 2025

Page 2

Use
of Proceeds, page 12

2. We
                                            note you do not appear to have a specific plan for your use of proceeds that you may receive
                                            pursuant to the ELOC Purchase Agreement, but instead plan to use the proceeds “for
                                            general corporate and working capital purposes.” To the extent you do not currently
                                            have specific plans for significant portions of proceeds you may receive pursuant to the
                                            ELOC Purchase Agreement, please revise to discuss the principal reasons for this offering.
                                            Refer to Item 504 of Regulation S-K. To the extent you have specific plans, please revise
                                            your disclosure in this section to:

 ● clarify
                                            which products or programs you currently intend to fund with the proceeds you may receive
                                            pursuant to the ELOC Purchase Agreement;

 ● disclose
                                            how far into the development process you anticipate such proceeds will enable you to reach;
                                            and

 ● state
                                            the anticipated amount of other funds, if any, that may be necessary to accomplish the specific
                                            purposes for which the proceeds are to be obtained.

Response:
In response to the Staff’s comments, the Company has revised its disclosure on page 12 to discuss the specific plans
for the Company’s use of proceeds.

Description
of Capital Stock

Exclusive
forum for certain lawsuits, page 19

3. Please
                                            revise under this heading to state whether your exclusive forum provision will apply to actions
                                            arising under the Securities Act. If so, please also state that there is uncertainty as to
                                            whether a court would enforce such provision.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on pages 48 and 49 related to the exclusive
forum provision in its Amended and Restated Bylaws to clarify that the Company believes the exclusive forum provision applies to claims
arising under the Securities Act, but that there is uncertainty as to whether a court would enforce such a provision.

Experts,
page 21

4. We
                                            note your disclosure stating that the consolidated financial statements of Scienture Holdings,
                                            Inc., at December 31, 2023, and the consolidated financial statements of Scienture Holdings,
                                            Inc., at December 31, 2022, incorporated by reference in the prospectus, have been audited
                                            by CM3Advisory and MaloneBailey, LLP, each an independent registered public accounting firm.
                                            Please amend your filing to provide the disclosures required by Item 304 of Regulation S-K.

Response:
In response to the Staff’s comments, the Company has included the disclosures required by Item 304 of Regulation S-K on page
58 of Amendment No. 1.

Information
Incorporated by Reference, page 21

5. Please
                                            provide us with your analysis as to whether you are required to provide disclosure pursuant
                                            to Item 11A of Form S-1. To this point, we note disclosure related to Scienture, LLC is contained
                                            in a Definitive Information Statement on Schedule 14C and not in a Form 10-Q or Form 8-K
                                            filed under the Exchange Act. To the extent you conclude additional disclosure is required,
                                            please revise to provide such disclosure.

Response:
In response to the Staff’s comments, the Company has revised the disclosure on pages 21 through 44 to discuss
the material changes in the Company’s business relating to the Company’s acquisition of Scienture, LLC (f/k/a Scienture,
Inc.).

*             *             *

U.S. Securities and Exchange Commission

Division of Corporate Finance

January 13, 2025

Page 3

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

  Sincerely,

  Dykema
  Gossett PLLC

  /s/
  Kate Bechen

  Kate
  Bechen, Esq.

cc: Surendra
                                            Ajjarapu

  Chief
                                            Executive Officer

  Scienture
                                            Holdings, Inc.

CORRESP
1
filename1.htm

    Dykema
    Gossett PLLC

    111
    E. Kilbourn Ave.

    Suite
    1050

    Milwaukee,
    WI 53202

    www.dykema.com

    Tel:
    414-488-7300

    Kate
    Bechen

    Direct
    Dial: (414) 488-7333

    Email:
    KBechen@dykema.com

December
30, 2024

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tracie Mariner and Sasha Parikh

    Re:
    Scienture
    Holdings, Inc.

    Form
    10-K for Fiscal Year Ended December 31, 2023

    Form
    10-Q for Fiscal Quarter Ended September 30, 2024

    File
    No. 001-39199

Dear
Ms. Mariner, and Ms. Parikh:

This
response letter (this “Response”) is submitted on behalf of Scienture Holdings, Inc. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Ajjarapu, dated December 20,
2024 (the “Comment Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2023 (the
“Form 10-K”), and Form 10-Q for the quarter ended September 30, 2024 (the “Form 10-Q”). For ease
of reference, each of the Staff’s numbered comments from the Comment Letter is set forth in bold text below, followed by the Company’s
response to each comment

The
Company hopes that this letter is helpful and responsive to your request. The responses below are based on information provided by the
Company to Dykema Gossett PLLC, the Company’s counsel.

Form
10-K for Fiscal Year Ended December 31, 2023

Financial
Statements

Note
1- Organization and Basis of Presentation

Intangible
Assets and Goodwill, page 65

    1.
    You
    state that you recognized a goodwill impairment loss of $5.1 million for the year ended December 31, 2023 resulting from the acquisition
    of Superlatus which was subsequently determined to be impaired based on the facts and circumstances surrounding the sale of Superlatus
    on March 5, 2024. Please explain in detail in your response why you did not impair the $9.5 million of intangible assets as of December
    31, 2023 that were acquired from Superlatus, in light of the significant reduction in the initial purchase price and the sale of
    Superlatus for $1. In future filings, as applicable, please revise your risk factor “Our acquisitions and investments in new
    businesses...”, on page 20, to disclose the $5.1 million goodwill impairment loss in your discussion regarding the divesture
    of Superlatus and the resulting loss on the disposition.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that its decision to sell Superlatus occurred
in the first quarter of 2024. Given that intangible impairment is treated prospectively, the Company did not impair the intangible assets
for the preceding period ending December 31, 2023. Due to limited information, the Company was not able to accurately calculate the fair
value of the reporting unit including goodwill. Management did not believe that the fair value of the reporting unit was greater than
the carrying value. Thus, as of December 31, 2023 the Company wrote off the entirety of the goodwill.

The
intangible assets of Sapientia, Inc., a wholly-owned subsidiary of Superlatus, consisting of developed technology, had been recently
appraised, with the valuation specialist issuing its report on November 4, 2023, with an effective date of July 31, 2023. Considering
the significance of the dollar value of such valuation and there being a recent fair value measurement with no significant adverse changes
that had occurred since that date, the Company’s management determined that impairment was not necessary as of December 31, 2023.
Subsequently the company disposed of Superlatus for $1 due to operational difficulties.

The
Company will supplement its disclosures in future filings to disclose the $5.1 goodwill impairment loss resulting from the acquisition
of Superlatus in the risk factor, “Our acquisitions and investments in new businesses and new products, services, and technologies
is inherently risky, and could disrupt our ongoing businesses” as shown below:

Our
acquisitions and investments in new businesses and new products, services, and technologies is inherently risky, and could disrupt our
ongoing businesses.

We
have invested and expect to continue to invest in new businesses, products, services, and technologies. Such endeavors may involve significant
risks and uncertainties, including insufficient revenues from such investments to offset any new liabilities assumed and expenses associated
with these new investments, inadequate return of capital on our investments, distraction of management from current operations, and unidentified
issues not discovered in our due diligence of such strategies and offerings that could cause us to fail to realize the anticipated benefits
of such investments and incur unanticipated liabilities. Because these new ventures are inherently risky, no assurance can be given that
such strategies and offerings will be successful and will not adversely affect our reputation, financial condition, and operating results.
To date we have taken losses and/or write-downs on several businesses, products, services, and technologies. For example:

    a)
    We
    had $725,973 of loss on impairment of goodwill for the fiscal year ended December 31, 2020, in connection with the acquisition of
    Community Specialty Pharmacy, LLC;

    b)
    We
    designed and invested resources into the “Bonum Health Hub”, a self-enclosed, free standing virtual examination room,
    which was launched by the Company’s wholly-owned Bonum Health, LLC, in November 2019 and was expected to be operational in
    April 2020; however, the Company does not anticipate installations moving forward, and took a write off of the hubs purchased at
    June 30, 2021 in the amount of $143,891, which was included under loss on inventory investments in the statement of operations for
    the year ended December 31, 2021;

    c)
    We
    also used resources and funding to create a Health Passport application during 2020 and 2021, which was planned to store a user’s
    health and vaccination status and allow confirmation thereof via a QR code; however, we did not generate any revenue from this product
    and the product was discontinued at the end of December 2021;

    d)
    We
    had $792,500 of loss on impairment of intangible assets related to our investment in the joint venture SOSRx, LLC formed in February
    of 2022. The subsidiary did not generate material revenue and in February of 2023 the Company voluntarily withdrew from the joint
    venture agreement. The asset impairment is reflected in the statement of operations for the year ended December 31, 2022 as impairment
    of intangible asset. Additionally, the Company contributed a cash investment of $275,000 in February of 2022 when the joint venture
    was formed, the Company did not recover this investment as part of the withdrawal settlement;

    e)
    We
    recorded a loss of $875,250 in connection with CSP Test Kits purchased for our Community Specialty Pharmacy that were later deemed
    inappropriate for distribution by the FDA. The inventory was written down and was recorded as loss on inventory investment in the
    statement of operations during the year ended December 31, 2022; and

    d)
    During
    the year ended December 31, 2023 we acquired Superlatus through a merger transaction, however, due to various complications with
    the post-closing integration we elected to divest Superlatus in March 2024 for $1. As a result of this divestiture, the Company recognized
    a goodwill impairment loss of $5.1 million for the year ended December 31, 2023.

The
use of resources for new businesses and new products, services, and technologies, to the extent such new businesses and new products,
services, and technologies do not generate revenues or profits may take management’s focus and time away from more profitable endeavors,
may require the Company to take significant write-downs or write-offs, may take funding away from the Company’s other operations
or growth opportunities, which may ultimately be more profitable, and may have a material adverse effect on the Company’s cash
flows, liquidity and revenues, any or all of which may cause the value of the Company’s securities to decline in value or become
worthless.

Form
10-Q for Fiscal Quarter Ended September 30, 2024

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 33

    2.
    We
    note a significant increase in your research and development expense from the prior periods. In future filings, please expand your
    disclosure to discuss the costs incurred during each period presented for each of your key research and development product candidates
    separately. If you do not track your research and development costs by project or program, please disclose that fact, and explain
    why you do not maintain and evaluate research and development costs by project or program. For amounts that are not tracked by product
    candidate or program, provide other quantitative or qualitative disclosure that provides more transparency as to the type of research
    and development expenses incurred (i.e. by nature or type of expense), which should reconcile to total research and development expense
    on the statements of operations. Provide draft disclosure with your response.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that
it will supplement its disclosures in future filings to expand to discuss the costs incurred during each period presented for
each of the Company’s key research and development product candidates separately. Using information
on the Company’s research and development expenses for the three and nine month periods ending September 30, 2024 and 2023, as
an example, the Company expects to set forth the costs incurred for each product candidate substantially as follows:

Research
and development expenses were $1,253,983 million for the three and nine months ended September 30, 2024. The Company did not incur research
and development expenses for the three and nine months ended September 30, 2023, as such periods predated the Company’s acquisition
of former Scienture, Inc.:

    Three Months Ended

 September 30,

    Project Codes
    Product Name
    2024
    2023

    SCN-102
    Losartan
    $ 322,245
    $    -

    SCN-104
    DHE
    $ 870,888
    $ -

    SCN-106
    Alteplase
    $ 3,441
    $ -

    SCN-107
    Bupivacaine
    $ 36,245
    $ -

    SCN-105
    Apomorphine
    $ 21,164
    $ -

    Total

    $ 1,253,983
    $ -

    Nine Months Ended

 September 30,

    Project Codes
    Product Name
    2024
    2023

    SCN-102
    Losartan
    $ 322,245
    $    -

    SCN-104
    DHE
    $ 870,888
    $ -

    SCN-106
    Alteplase
    $ 3,441
    $ -

    SCN-107
    Bupivacaine
    $ 36,245
    $ -

    SCN-105
    Apomorphine
    $ 21,164
    $ -

    Total

    $ 1,253,983
    $ -

Critical
Accounting Policies

Revenue
Recognition, page 36

    3.
    We
    note your disclosure stating that IPS is a licensed wholesaler of brand, generic, and non-drug products to customers. IPS takes orders
    for products, creates invoices for each order, and recognizes revenue at the time the customer receives the product. However, on
    page 18, you disclose that revenue for your products is recognized when the product is shipped to the customer. In future filings,
    please revise your disclosures as necessary to resolve the discrepancy.

Response:
In response to the Staff’s comments, the Company respectfully advises the Staff that
it will revise its disclosures in future filings to clarify that IPS recognizes revenue when the product is shipped to the customer.

Thank
you for your review and consideration of the matters set forth in this Response and in Amendment No. 1. If you have any questions, please
contact the undersigned at (414) 488-7333 or KBechen@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Kate Bechen

    Kate
    Bechen, Esq.

    cc:
    Surendra
    Ajjarapu

    Chief
    Executive Officer

    Scienture
    Holdings, Inc.

December 20, 2024
Surendra Ajjarapu
Chief Executive Officer
Scienture Holdings, Inc.
6308 Benjamin Rd, Suite 708
Tampa, Florida 33634
Re:Scienture Holdings, Inc.
Registration Statement on Form S-1
Filed December 3, 2024
File No. 333-283591
Dear Surendra Ajjarapu:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 Filed December 3, 2024
Prospectus Summary
Company Overview, page 2
1.We note your disclosure stating that, on July 25, 2024, you acquired a wholly-owned
subsidiary, Scienture, LLC (f/k/a Scienture, Inc.). Please include financial statements
of Scienture, Inc., in accordance with Rule 8-04 of Regulation S-X, and pro forma
financial statements depicting the transaction, in accordance with Rule 8-05 of
Regulation S-X. In the notes to your pro forma financial statements, include
disclosure of the intangible assets acquired which clearly identifies, describes, and
separately quantifies each acquired intangible asset and related intellectual property,
as well as the method and material assumptions used to determine their fair value,
citing relevant accounting literature to support your basis.

December 20, 2024
Page 2
Use of Proceeds, page 12
2.We note you do not appear to have a specific plan for your use of proceeds that you
may receive pursuant to the ELOC Purchase Agreement, but instead plan to use the
proceeds "for general corporate and working capital purposes." To the extent you do
not currently have specific plans for significant portions of proceeds you may receive
pursuant to the ELOC Purchase Agreement, please revise to discuss the principal
reasons for this offering. Refer to Item 504 of Regulation S-K. To the extent you have
specific plans, please revise your disclosure in this section to:
•clarify which products or programs you currently intend to fund with the proceeds
you may receive pursuant to the ELOC Purchase Agreement;
•disclose how far into the development process you anticipate such proceeds will
enable you to reach; and
•state the anticipated amount of other funds, if any, that may be necessary to
accomplish the specific purposes for which the proceeds are to be obtained.
Description of Capital Stock
Exclusive forum for certain lawsuits, page 19
3.Please revise under this heading to state whether your exclusive forum provision will
apply to actions arising under the Securities Act. If so, please also state that there is
uncertainty as to whether a court would enforce such provision.
Experts, page 21
4.We note your disclosure stating that the consolidated financial statements of Scienture
Holdings, Inc., at December 31, 2023, and the consolidated financial statements of
Scienture Holdings, Inc., at December 31, 2022, incorporated by reference in
the prospectus, have been audited by CM3Advisory and MaloneBailey, LLP, each an
independent registered public accounting firm. Please amend your filing to provide
the disclosures required by Item 304 of Regulation S-K.
Information Incorporated by Reference, page 21
5.Please provide us with your analysis as to whether you are required to
provide disclosure pursuant to Item 11A of Form S-1. To this point, we note
disclosure related to Scienture, LLC is contained in a Definitive Information
Statement on Schedule 14C and not in a Form 10-Q or Form 8-K filed under the
Exchange Act. To the extent you conclude additional disclosure is required, please
revise to provide such disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

December 20, 2024
Page 3
            Please contact Tracie Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Kate Bechen, Esq.

CORRESP
1
filename1.htm

November
30, 2022

VIA
EDGAR

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

Office
of Trade & Services

100
F Street, N.E.

Washington
D.C. 20549

 Re: TRxADE
                                            HEALTH, INC.

Form
S-1 Registration Statement

Filed
November 28, 2022

File
No. 333-268574

Acceleration
Request

Request
Date: Friday, December 2, 2022

Request
Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicable)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TRxADE HEALTH, INC. (the “Registrant”) hereby requests that
the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned
Registration Statement (the “Registration Statement”) to become effective on Friday, December 2, 2022, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request
for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify
him when this request for acceleration has been granted.

    Sincerely,

    /s/
    Suren Ajjarapu

    Suren
    Ajjarapu

    Chief
    Executive Officer

United States securities and exchange commission logo
November 30, 2022
Suren Ajjarapu
Chief Executive Officer
TRxADE HEALTH, INC
2420 Brunello Trace
Lutz, Florida 33558
Re:TRxADE HEALTH, INC
Registration Statement on Form S-1
Filed November 28, 2022
File No. 333-268574
Dear Suren Ajjarapu:
            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 Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Loev

United States securities and exchange commission logo
August 4, 2022
Suren Ajjarapu
Chief Executive Officer
TRxADE HEALTH, INC
2420 Brunello Trace
Lutz, Florida 33558
Re:TRxADE HEALTH, INC
Registration Statement on Form S-3
Filed July 29, 2022
File No. 333-266432
Dear Mr. Ajjarapu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

August
4, 2022

VIA
EDGAR

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

Office
of Trade & Services

100
F Street, N.E.

Washington
D.C. 20549

    Re:
    TRxADE
    HEALTH, INC.

    Form
    S-3 Registration Statement

    Filed
    July 29, 2022

    File
    No. 333-266432

Acceleration
Request

Request
Date: Monday, August 8, 2022

Request
Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicable)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TRxADE HEALTH, INC. (the “Registrant”) hereby requests that
the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned
Registration Statement (the “Registration Statement”) to become effective on Monday, August 8, 2022, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request
for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify
him when this request for acceleration has been granted.

    Sincerely,

    /s/
    Suren Ajjarapu

    Suren
    Ajjarapu

    Chief
    Executive Officer

United States securities and exchange commission logo
August 31, 2020
Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
3840 Land O’ Lakes Blvd
Land O’ Lakes, FL 34639
Re:Trxade Group, Inc.
Registration Statement on Form S-3
Filed August 28, 2020
File No. 333-248473
Dear Mr. Ajjarapu:
            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 Nicholas Lamparski at (202) 551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David M. Loev

CORRESP
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September
1, 2020

    Mr.
    Nicholas Lamparski
    VIA
    EDGAR

    Division
    of Corporate Finance

    U.S.
    Securities and Exchange Commission

    100
    F Street, N.E.

    Washington
    D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-248473) of Trxade Group, Inc. (the “Registrant”)

Dear
Mr. Lamparski:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-captioned Registration
Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective
on Thursday, September 3, 2020 at 3:00 p.m., Eastern Time, or as soon thereafter as practicable.

In
that respect and in furtherance of our Acceleration Request, the Registrant hereby acknowledges that:

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

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

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

Please
direct any comments or questions to our counsel, David M. Loev, of The Loev Law Firm, PC, at (832) 930-6432.

    Sincerely,

    /s/
    Suren Ajjarapu

    Suren
    Ajjarapu

    Chief
    Executive Officer

CORRESP
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February
12, 2020

    Ms.
    Katherine Bagley
    VIA
    EDGAR

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-235540) of Trxade Group, Inc. (the “Registrant”)

Dear
Ms. Bagley:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-captioned Registration
Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective
on Thursday, February 13, 2020 at 9:00 a.m., Eastern Time, or as soon thereafter as practicable.

In that respect and in furtherance of our Acceleration Request, the Registrant hereby acknowledges that:

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

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

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

Please
direct any comments or questions to our counsel, David M. Loev, of The Loev Law Firm, PC, at (832) 930-6432.

    Sincerely,

    /s/
    Suren Ajjarapu

    Suren
    Ajjarapu

    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
12, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Trxade
    Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-235540

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Dawson James Securities, Inc., as
representative of the underwriters of the offering, hereby joins the request of Trxade Group, Inc. that the effective date of
the above-referenced Registration Statement on Form S-1 be declared effective at 9:00 a.m. (Washington, D.C. time) on February
13, 2020, or as soon as practicable thereafter.

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

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

    Sincerely,

    Dawson
    James Securities, Inc.

    By:
    /s/
    Robert D. Keyser

    Name:
    Robert
    D. Keyser

    Title:
    CEO

CORRESP
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January
27, 2020

    Ms.
    Katherine Bagley

    VIA
    EDGAR

    Division
    of Corporate Finance

    U.S.
    Securities and Exchange Commission

    100
    F Street, N.E.

    Washington
    D.C. 20549

    Re:
    Withdrawal
    of Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-235540) of Trxade Group,
    Inc. (the “Registrant”) dated January 24, 2020

Dear
Ms. Bagley:

On
January 24, 2020, Trxade Group, Inc. (the “Company”) requested acceleration of the effective date of the above-referenced
Registration Statement so that it would become effective at 3:00 p.m. Eastern Time on January 27, 2020, or as soon thereafter
as practicable. We hereby withdraw our request until further notice.

Please
direct any comments or questions to our counsel, David M. Loev, of The Loev Law Firm, PC, at (832) 930-6432.

    Sincerely,

    /s/
    Suren Ajjarapu

    Suren
    Ajjarapu

    Chief
    Executive Officer

CORRESP
1
filename1.htm

January
24, 2020

    Ms. Katherine Bagley
    VIA EDGAR

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington
D.C. 20549

Re: Request
                                         for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-235540)
                                         of Trxade Group, Inc. (the “Registrant”)

Dear
Ms. Bagley:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-captioned Registration
Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective
on Monday, January 27, 2020 at 3:00 p.m., Eastern Time, or as soon thereafter as practicable.

	In
that respect and in furtherance of our Acceleration Request, the Registrant hereby acknowledges that:

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

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

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

Please
direct any comments or questions to our counsel, David M. Loev, of The Loev Law Firm, PC, at (832) 930-6432.

Sincerely,

    /s/
Suren Ajjarapu

    Suren
Ajjarapu

    Chief
Executive Officer

December 23, 2019
Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
3840 Land O’ Lakes Boulevard
Land O’ Lakes, Florida 34639
Re:Trxade Group, Inc.
Registration Statement on Form S-1
Filed December 17, 2019
File No. 333-235540
Dear Mr. Ajjarapu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David M. Loev

CORRESP
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June
28, 2019

Mr.
Ronald Alper

Office
of Beverages, Apparel and Mining

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Trxade Group, Inc.: Effectiveness of its Registration Statement on Form S-1, filed May 6, 2019, as amended by Form S-1
Pre-Effective Amendment No. 2 as filed on June 20, 2019 (SEC File Number 333-231246)

Dear
Mr. Alper:

This
letter serves as Trxade Group, Inc., a Delaware corporation’s (the “Company”) request, per specific guidance
received by the Company’s securities counsel, Blair Krueger, Esq. of Krueger LLP, for acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”), so that such
Registration Statement shall become effective at 4:00 pm (EDT) on Monday, July 1, 2019, or as soon thereafter as practicable.

In
that respect and in furtherance of our Acceleration Request, the Company hereby acknowledges that:

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

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

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

Please
provide a copy of the Commission’s order declaring the Registration Statement effective to the Company at the following
address and location:

Mr.
Suren Ajjarapu

Trxade
Group, Inc.

3840
Land O’ Lakes Boulevard

Land
O’ Lakes, Florida 34639

(800)
261-0281

Please
call us with your questions or comments, if any. Thank you in advance for your assistance.

    /s/
    Suren Ajjarapu

    Chairman
    of the Board, Chief Executive Officer and Secretary

    Suren
    Ajjarapu

    (Principal
    Executive Officer)

    cc:
    Ms.
    Brigitte Lippman

    Division
    of Corporation Finance

    United
    States Securities and Exchange Commission

    Trxade
    Group, Inc.

    Mr.
    Suren Ajjarapu

    Mr.
    Howard Doss

    Mr.
    Steven Lee, Esq.

CORRESP
1
filename1.htm

June 20, 2019

VIA
FEDERAL EXPRESS AND E-MAIL

Mr.
Ronald Alper

Ms.
Brigitte Lippman

Office
of Beverages, Apparel and Mining

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Trxade Group, Inc.: Response to telephonic conversation of June 18, 2019

regarding Amendment #1 to Registration Statement on
Form S-1

Filed June 14, 2019 (SEC File Number 333-231246)

Mr.
Alper and Ms. Lippman:

We
write on behalf of our client, Trxade Group, Inc., a Delaware corporation (the “Company”), in connection with the
above-referenced matter. The Company requested us, as its legal counsel, to respond to your June 18, 2019 telephonic conversation
with the United States Securities and Exchange Commission (the “Commission”). Based on our discussion with the Commission
and the current business status, the Company has concurrently filed herewith Amendment No. 2 to its Registration Statement on
Form S-1 (the “Amendment”).

Mr.
Ronald Alper

Ms.
Brigitte Lippman

Division
of Corporate Finance

United
States Securities and Exchange Commission

June
20, 2019

Page
2

Per telephonic conversation
June 18, 2019

General

1. We note that you plan to incorporate
by reference information pursuant to General Instruction VII of Form S-1. However, it appears that the company is a penny stock
issuer as defined in Rule 3a51-1 of the Exchange Act and, therefore, is not eligible to use incorporation by reference. Please
revise or advise.

The Company modified its disclosure. Please see the registration
statement filed concurrently herewith as the Amendment.

Should the Commission or
the Staff declare the filing effective, the Company respectfully requests acceleration of the effective date of its pending registration.
In connection with this request, the Company hereby acknowledges the following in a separate certification signed by the Company’s
President, Mr. Suren Ajjarapu (attached):

    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
feel free to contact us directly with any questions or comments. Thank you in advance for your assistance.

    Very
    Truly Yours,

    Blair
    Krueger, Esq.

    cc:
    Trxade
    Group, Inc.

    Mr.
    Suren Ajjarapu

    Mr.
    Howard Doss

    Mr.
    Steven Lee, Esq.

Enclosure

Blair
Krueger, Esq.

Krueger
LLP

Securities
and Exchange Commission

Response
Letter

Dated
June 20, 2019

CERTIFICATION
SIGNED

In
connection with this letter, the Company hereby acknowledges the following:

    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.

Very
truly yours,

    /s/
    Suren Ajjarapu

    Chairman
    of the Board, Chief Executive Officer and Secretary

    June
    20, 2019

    Suren
    Ajjarapu

    (Principal
    Executive Officer)

    /s/
    Howard A. Doss

    Chief
    Financial Officer (Principal Financial and Accounting Officer)

    June
    20, 2019

    Howard
    A. Doss

May 28, 2019
Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
3840 Land O’ Lakes Boulevard
Land O’ Lakes, Florida 34639
Re:Trxade Group, Inc.
Registration Statement on Form S-1
Filed May 6, 2019
File No. 333-231246
Dear Mr. Ajjarapu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed May 6, 2019
General
1.We note that you plan to incorporate by reference information pursuant to General
Instruction VII of Form S-1.  However, it appears that the company is a penny stock issuer
as defined in Rule 3a51-1 of the Exchange Act and, therefore, is not eligible to use
incorporation by reference.  Please revise or advise.  Please also update your financial
disclosure for the quarterly period ended March 31, 2019.
            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 LastNameSuren Ajjarapu
 Comapany NameTrxade Group, Inc.
 May 28, 2019 Page 2
 FirstName LastName
Suren Ajjarapu
Trxade Group, Inc.
May 28, 2019
Page 2
             Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ronald (Ron) Alper at 202-551-3329 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Blair Krueger, Esq.

September 12 , 2014

Via E -mail
Mr. Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
17537 Darby Lane
Lutz, FL 33558

Re: Trxade Group, Inc.
 Registration Statement on Form 10
 Filed June 11, 2014
 File No. 000 -55218

Dear Mr. Ajjarapu :

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 re spect 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 responsible for t he
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/ John Reynolds

John Reynolds
Assistant Director

cc: Via E -mail
 Lawrence Schnapp, Esq.
 TroyGould PC

CORRESP
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SEC Response Letter

September 5, 2014

Mr. John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Trxade Group, Inc.

Amendment No. 2 to Registration Statement on Form 10

Filed July 24, 2014

File No. 000-55218

Dear Mr. Reynolds,

We are submitting this letter on behalf of Trxade Group, Inc., a Delaware corporation (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated August 26, 2014 relating to the Company’s Amendment No. 2 to the Registration Statement on Form 10 (Registration No. 000-55218 filed with the Commission on August 20, 2014 (the “Registration Statement”). Amendment No. 3 to the Registration Statement (“Amendment No. 3”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have also enclosed with the copy of this letter that is being transmitted via overnight delivery two copies of Amendment No. 3 in paper format, which have been marked to show changes from the Registration Statement. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

Business, page 3

1. We note your response to comment 1 in our letter dated August 6, 2014 that “[a]t the closing of the merger, 28,800,000 shares of Trxade Nevada common stock and 670,000 shares of Trxade Nevada Series A Preferred Stock were outstanding.”   This would appear to result in an aggregate of 29,470,000 shares being issued to former Trxade Nevada shareholders in the merger.  Please reconcile with your disclosure on pages 4 and 29 that as a result of the merger, an aggregate of 29,500,000 shares were issued to former Trxade Nevada shareholders.

Response: 29,470,000 shares were issued to the former Trxade Nevada shareholders in the Merger. The Company has revised the disclosure on page 29 (and elsewhere throughout the document) to properly reflect the number of shares so issued.

Certain Relationships and Related Transactions, and Director Independence, page 27

2. We reissue comment 5 in our letter dated August 6, 2014.  Please revise to disclose all the information required by Item 404 of Regulation S-K for the $19,333 related party loan assumed by the company during the year ended December 31, 2013, or advise us why you believe such disclosure is not required.

Response: The $19,333 loan was not a related party loan, but was assumed during the merger by an unrelated third party and incorrectly classified as a related party transaction. Although this loan was incorrectly classified on the Company’s financial statements as a related party loan, due to the immateriality of the amount involved, the Company does not believe that it is necessary to restate its financial statements by reclassifying the loan on its financial statements as short-term debt. The Company will revise the disclosures in its future filings starting in its quarterly report on Form 10-Q for the quarter ended September 30, 2014.

-  .

Exhibits

3. Please refile Exhibit 10.9 in a proper electronic format.  Refer to Rule 102(a) of Regulation S-T and Section 2.1 of Volume II of the EDGAR Filer Manual.

Response: The Company has filed Exhibit 10.9 in the proper electronic format.

Should you have any questions, please call the undersigned at (800) 261-0281.

Very truly yours,

/s/ Suren Ajjarapu

Suren Ajjarapu, Chairman & CEO

Cc: Lawrence Schnapp, Esq. TroyGould PC

August 26 , 2014

Via E -mail
Mr. Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
17537 Darby Lane
Lutz, FL 33558

Re: Trxade Group, Inc.
 Amendment No. 2 to Registration Statement on Form 10
 Filed August 20, 2014
 File No. 000 -55218

Dear Mr. Ajjarapu :

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and ci rcumstances 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.

Business, page 3

1. We note your response to comment 1 in our letter dated August 6, 2014 that “[a]t the
closing of the merger, 28,800,000 shares of Trxade Nevada common stock and 670,000
shares of Trxade Nevada Series A Preferred Stock were outstanding.”   T his would
appear to result in an aggregate of  29,470,000 shares being issued to former Trxade
Nevada shareholders in the merger.  Please reconcile with your disclosure on pages 4 and
29 that as a result of the merger, an aggregate of 29,500,000 shares were  issued to former
Trxade Nevada shareholders.

Certain Relationships and Related Transactions, an d Director Independence, page 27

2. We reissue comment 5 in our letter dated August 6, 2014 .  Please revise to disclose all
the information required by Item 404 of Regulation S -K for the $19,333 related party

Mr. Suren Ajjarapu
Trxade  Group, Inc.
August 26, 2014
Page 2

 loan assumed by the company during the year ended December 31, 2013, or advise us
why you believe such disclosure is not required.

Exhibi ts

3. Please refile Exhibit 10.9 in a proper electronic format.  Refer to Rule 102(a) of
Regulation S -T and Section 2.1 of Volume II of the EDGAR Filer Manual.

Please contact Tiffany Posil at  (202) 551 -3589 or me  at (202) 551 -3795 with any
questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

cc: Via E -mail
 Lawrence Schnapp, Esq.
 TroyGould PC

CORRESP
1
filename1.htm

Converted by EDGARwiz

August 20, 2014

Mr. John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Trxade Group, Inc.

Amendment No. 1 to Registration Statement on Form 10

Filed July 24, 2014

File No. 000-55218

Dear Mr. Reynolds,

We are submitting this letter on behalf of Trxade Group, Inc., a Delaware corporation (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated August 6, 2014 relating to the Company’s Amendment No. 1 to the Registration Statement on Form 10 (Registration No. 000-55218 filed with the Commission on July 24, 2014 (the “Registration Statement”). Amendment No. 2 to the Registration Statement (“Amendment No. 2”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have also enclosed with the copy of this letter that is being transmitted via overnight delivery two copies of Amendment No. 2 in paper format, which have been marked to show changes from the Registration Statement. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

Business, page 3

1.

We note the revised disclosure in response to comment 1 in our letter dated July 7, 2014. Please explain how Trxade Nevada shareholders came to hold 28,830,000 shares of XCEL common stock and 670,000 shares of XCEL Series A Preferred Stock. In that regard, we note that on page F-10 you disclose that 28,800,000 shares of XCEL common stock were issued to Trxade Nevada shareholders in the merger. We also note that Section 5 of the Merger and Reorganization Agreement between Xcellink International, Inc. and Trxade Group, Inc. provides that there were 29,200,000 shares of Trxade Nevada common stock outstanding and 525,000 shares of Trxade Nevada Series A Preferred Stock outstanding prior to the merger.

Response: Pursuant to the Merger and Reorganization Agreement (the "Merger Agreement"), each share of common stock and each share of Series A Preferred Stock of Trxade Nevada outstanding immediately prior to the consummation of the merger converted into one share of common stock and one share of Series A Preferred Stock, respectively of XCEL.  Upon execution of the Merger Agreement, there were 28,800,000 shares of Trxade Nevada common stock outstanding and 525,000 shares of Trxade Nevada Series A Preferred Stock outstanding. The representation in Section 5(1) of the Merger Agreement that there were 29,200,000 shares of common stock of Trxade Nevada outstanding as of the date of execution of the Merger Agreement was inaccurate, as there were in fact only 28,800,000 of such shares then outstanding.  Subsequent to the execution of the Merger Agreement, but prior to the closing of the merger, Trxade Nevada raised capital pursuant to the sale of an additional 145,000 shares of its Series A Preferred Stock. At the closing of the merger, 28,800,000 shares of Trxade Nevada common stock and 670,000 shares of Trxade Nevada Series A Preferred Stock were outstanding.  The references to 28,830,000 shares of common stock on page 3 under the caption "Business" were an error and have been corrected.

2.

We note the disclosure added in response to comment 4 in our letter dated July 7, 2014.  Please supplementally advise us of the basis for your statement that Pinnacle Tek offers IT services to some of the nation’s top healthcare providers and payers, including the names of such providers and payers.

Response: The Company has revised the disclosure on page 5 under the caption "Business" by deleting the phrase “some of the nation’s top.”

Results of Operations, page 19

3.

We note the revised disclosure in response to comment 9 in our letter dated July 7, 2014. Please reconcile your disclosure regarding the decrease in cost of sales from 2012 to 2013 with the tabular disclosure which shows an increase in cost of sales from 2012 to 2013.

Response: The Company has revised the narrative disclosure on page 19 under the caption "Results of Operations" to properly reflect that cost of sales increased from 2012 to 2013.

Properties, page 21

4.

We note the disclosure added to page 21 in response to comment 10 in our letter dated July 7, 2014. Please reconcile your disclosure on page 21 that Westminster uses RxTPL as its logistics partner to receive, warehouse and ship the pharmaceuticals purchased by Westminster with your disclosure on page 10 that you have a relationship with Health Warehouse to provide logistical services, including warehousing, packaging and shipping. Please file any agreement with your logistics partner as an exhibit to the Form 10 or advise us why you believe you are not required to do so. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

Response: The Company has revised the disclosure under the caption "Risk Factors" on page 10 to properly reflect that Westminster uses RxTPL as its logistics partner. The agreement with RxTPL has been filed as an exhibit to Amendment Number 2.

Certain Relationships and Related Transactions, and Director Independence, page 26

5.

We reissue comment 16 in our letter dated July 7, 2014. Please revise to disclose all the information required by Item 404 of Regulation S-K for the related party loans disclosed in Note 3 on page F-10 and in Note 2 on page F-18, or advise us why you believe such disclosure is not required. In doing so, please provide all the information required by Item 404(a)(5) of Regulation S-K, including for the loans from Mr. Patel and Mr. Ajjarapu currently disclosed in this section.

Response: The Company has added the requested disclosures on page 26 under the caption "Certain Relationships and Related Transactions, and Director Independence."

Notes to Financial Statements

Note 2 – Summary of Significant Accounting Policies, page F-7

Income (loss) Per Share, page F-9

6.

We have reviewed your response to comment 22 in our letter dated July 7, 2014 noting that it does not appear to address our comment. Based on the description of the preferred stock on page 29, it appears your preferred stock participates with the common stock on an as-converted basis for dividends or similar distributions. In addition, preferred stock holders will vote together with the common stock holders and not as a separate class. Please tell us how you determined the preferred stock is not a participating security that should be accounted for in your basic and diluted earnings per share calculation under the guidance in FASB ASC 260-10-45-59A through 45-70. Please also cite the specific authoritative literature you utilized to support your accounting treatment.

Response: The Company agrees that the Series A Preferred Stock should be classified as a participating security that should be accounted for in the basic and diluted earnings per share calculation.  The financial statements and Note 1 have been revised according to FASB ASC 260-10-45.

2

Note 4 – Reverse Merger, page F-10

7.

We have reviewed your response to comment 24 in our letter dated July 7, 2014 noting it does not address our comment in its entirety. Please provide us with a detailed discussion of how Trxade Group, Inc. was capitalized, including the capital structure of this entity prior to its merger with Trxade, Inc. in May 2013. In addition, your response that Trxade Group, Inc. was formed in May 2013 appears to be inconsistent with your disclosure on page 3 which states Trxade Group, Inc. was formed in August 2010. Please clarify or revise.

Response: PharmaCycle LLC, a Nevada limited liability company ("PharmaCycle"), was formed in August 2010 by Mr. Patel to serve as a web-based market platform designed to enable trading among healthcare buyers and sellers of pharmaceuticals, accessories and services (Mr. Ajjarapu subsequently acquired a portion of Mr. Patel's shares). In January 2013, PharmaCycle converted into a Florida corporation and changed its name to Trxade, Inc ("Trxade Florida").

In May 2013, Trxade Florida created a new wholly owned subsidiary, Trxade Group, Inc., a Nevada corporation ("Trxade Nevada"). Trxade Nevada acquired Trxade Florida pursuant to a reverse triangular merger, resulting in Trxade Florida becoming a wholly owned subsidiary of Trxade Nevada (the "Nevada-Florida Merger"). The sole purpose of the Nevada-Florida Merger was to provide for a holding company to own Trxade Florida, the operating company. Immediately prior to the Nevada-Florida Merger, (i) Trxade Nevada's authorized capitalization consisted of 500 million shares of common stock, par value $.0001 per share (of which one share was issued and outstanding and held by Trxade Florida) and 100 million shares of preferred stock, par value .0001 per share (none of which shares were issued or outstanding) and (ii) Trxade Florida's authorized capitalization consisted of 500 million shares of common stock, par value $.0001 per share (of which 100.3 million shares were issued and outstanding, comprised of 100 million shares collectively owned by Messrs. Ajjarapu and Patel, and 300,000 shares owned by a third party service provider) and 100 million shares of preferred stock, par value .0001 per share (none of which shares were issued or outstanding).  Pursuant to the Nevada-Florida Merger, (i) Messrs. Ajjarapu and Patel contributed a total of 100 million shares of Trxade Florida that they owned to Trxade Florida for cancelation, and (ii) the remaining shares of Trxade Florida (25,300,000) were converted into 25,300,00 shares of common stock of Trxade Nevada.

At all times up to the Nevada-Florida Merger, Trxade Florida was capitalized exclusively through cash capital contributions made by Messrs. Ajjarapu and Patel.  Immediately following the Nevada-Florida Merger, Messrs. Ajjarapu and Patel collectively owned 99% of Trxade Nevada. Subsequent to the Nevada-Florida Merger (but prior to the merger with XCEL), Trxade Nevada raised $670,000 through the sale of its preferred stock in private placements made to third party investors.

The parties to the Nevada-Florida Merger intended such merger to constitute a "plan of reorganization" for purposes of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). Trxade Florida was taxed as an S corporation for tax years 2010, 2011, 2012 and partial year 2013 (up to the date of the Nevada-Florida Merger). The results of Trxade Florida were included in the consolidated tax return for the remainder of 2013.  The Nevada-Florida Merger was accounted under FASB ASC 805 as a combination of entities under common control.

The disclosures throughout Amendment Number 2 have been revised to clarify the foregoing transactions.

8.

We have reviewed your response to comment 28 in our letter dated July 7, 2014 noting it does not appear to address our comment in its entirety. Please provide us with a detailed discussion of the terms of the transaction. In addition, please provide the disclosures required by FASB ASC 805-10-50.

Response: The response to Comment No. 7 is incorporated by reference herein.

9.

We have reviewed your response to comment 29 in our letter dated July 7, 2014 noting it does not appear to address our comment in its entirety. Please provide us with a detailed discussion of the terms of the transaction. In addition, please provide the disclosures required by FASB ASC 805-10-50.

Response: Pinnacle Tek, Inc. ("Pinnacle Tek") is a Florida corporation founded by Mr. Ajjarapu in June 2011. Through July 2013, Pinnacle Tek was funded entirely by cash contributions made by Mr. Ajjarapu. In July 2013, Trxade Nevada made the strategic decision to acquire Pinnacle Tek pursuant to a merger in which each share of common stock of Pinnacle Tek owned by Mr. Ajjarapu (the owner of 1 million shares of Pinnacle Tek's common stock, representing 100% ownership) was exchanged for three shares of common stock of Trxade Nevada, resulting in the issuance to Mr. Ajjarapu of 3,000,000 shares of common stock of Trxade Nevada (the "Pinnacle Tek Merger").

3

The parties to the Pinnacle Tek Merger intended such merger to constitute a “plan of reorganization” for purposes of Section 368 of the Code. Pinnacle Tek filed a final return for tax purposes as a C corporation for a partial year. Pinnacle Tek is a C corporation and for tax purposes is consolidated with Trxade Group, Inc. The Pinnacle Tek Merger was accounted under FASB ASC 805 as a combination of entities under common control.

The disclosures throughout Amendment Number 2 have been revised to clarify the foregoing transactions.

10.

We have reviewed your response to comment 30 in our letter dated July 7, 2014 noting it does not appear to address our comment in its entirety. Please provide us with a detail discussion of how Westminster Pharmaceuticals LLC was capitalized.

Response: Westminster Pharmaceuticals LLC was formed in January 2013 as a single member LLC wholly owned by Trxade Florida. As a disregarded entity for tax purposes, the operations of Westminster Pharmaceuticals LLC are consolidated with those of Trxade Florida. Westminster Pharmaceuticals LLC has never received outside funding and is capitalized solely through cash contributions made by its parent company.

Consolidated Statements of Operations for Three Months Ended March 31, 2014 and 2013, page F-15

11.

You disclose 24,160,000 basic and diluted weight average common shares outstanding in the three months ended March 31, 2013. Please tell us your calculation of this amount given 28,300,000 shares were issued in May 2013.

Response: Because these shares were issued after March 31, 2013, disclosure of the basic and diluted share data at March 31, 2013 is not required and has been removed.

Consolidated Statement of Cash Flows, page F-16

12.

It appears your consolidated statement of cash flows has been restated based on comment 20 in our letter dated July 7, 2014. Please provide the disclosures required by FASB ASC 250-10-50-7.

Response: The Company has revised the March 31, 2014 financial statements and notes as requested.

Should you have any questions, please call the undersigned at (800) 261-0281.

Very truly yours,

/s/ Suren Ajjarapu

Suren Ajjarapu, Chairman & CEO

Cc: Lawrence Schnapp, Esq. TroyGould PC

4

In connection with the attached response letter, Trxade Group, Inc. ("Trxade") hereby acknowledges to the Staff that:

1.

Trxade 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.

Trxade 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.

Trxade Group, Inc.

By:

/s/ Suren Ajjarapu

Suren Ajjarapu

CEO

5

August 6 , 2014

Via E -mail
Mr. Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
17537 Darby Lane
Lutz, FL 33558

Re: Trxade Group, Inc.
 Amendment No. 1 to Registration Statement on Form 10
 Filed July 24, 2014
 File No. 000 -55218

Dear Mr. Ajjarapu :

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
discl osure.

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 circ umstances 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.

Business, page 3

1. We note the revised disclosure in response to comment 1 in our letter dated July 7, 2014.
Please explain how Trxade Nevada shareholders came to hold 28,830,000 shares of
XCEL common stock and 670,000 shares of XCEL Series A Preferred Stock.  In that
regard, we note that on page F -10 you disclose that 28,800,000 shares of XCEL common
stock were issued to Trxade Nevada shareholders in the merger.  We also note that
Section 5 of the Merger and Reorganization Agreement between Xcellink Internatio nal,
Inc. and Trxade Group, Inc. provides that there were 29,200,000 shares of Trxade Nevada
common stock outstanding and 525,000 shares of Trxade Nevada Series A Preferred
Stock outstanding prior to the merger.

2. We note the disclosure added in response to  comment 4 in our letter dated July 7, 2014.
Please supplementally advise us of the basis for your statement that Pinnacle Tek offers

Mr. Suren Ajjarapu
Trxade  Group, Inc.
August 6 , 2014
Page 2

 IT services to some of the nation’s top healthcare providers and payers, including the
names of such providers and payers .

Results of Operations, page 19

3. We note the revised disclosure in response to comment 9 in our letter dated July 7, 2014.
Please reconcile your disclosure regarding the decrease in cost of sales from 2012 to 2013
with the tabular disclosure which shows an increase in cost of sales from 2012 to 2013.

Properties, page 21

4. We note the disclosure added to page 21 in response to comment 10 in our letter dated
July 7, 2014.  Please reconcile your disclosure on page 21 that Westminster uses RxTPL
as its logistics partner to receive, warehouse  and ship the pharmaceuticals purchased by
Westminster with your disclosure on page 10 that you have a relationship with Health
Warehouse to provide logistical services, including warehousing, packaging and
shipping.  Please file any agreement with your lo gistics partner as an exhibit to the Form
10 or advise us why you believe you are not required to do so.  Refer to Item
601(b)(10)(ii)(B) of Regulation S -K.

Certain Relationships and Related Transactions, and Director Independence, page 26

5. We reissue comment 16 in our letter dated July 7, 2014.  Please revise to disclose all the
information required by Item 404 of Regulation S -K for the related party loans disclosed
in Note 3 on page F -10 and in Note 2 on page F -18, or advise us why you believe such
disclosure is not required.  In doing so, please provide all the information required by
Item 404(a)(5) of Regulation S -K, including for the loans from Mr. Patel and Mr.
Ajjarapu currently disclosed in this section.

Notes to Financial Statements

Note 2 – Summary of Significant Accounting Policies, page F -7

Income (loss) Per Share, page F -9

6. We have reviewed your response to comment 22 in our letter dated July 7, 2014
noting that it does not appear to address our comment.  Based on the description of
the preferred stock on page 29, it appears your preferred stock participates with the
common stock on an as -converted basis for dividends or similar distributions.   In
addition, preferred stock holders will vote together with the common stock holders
and not a s a separate class.   Please tell us how you determined the preferred stock is
not a participating security that should be accounted for in your basic and diluted
earnings per share calculation under the guidance in FASB ASC 260 -10-45-59A

Mr. Suren Ajjarapu
Trxade  Group, Inc.
August 6 , 2014
Page 3

 through 45 -70.  Please also cite the specific authoritative literature you utilized to
support your accounting treatment.

Note 4 – Reverse Merger, page F -10

7. We have reviewed your response to comment 24 in our letter dated July 7, 2014
noting it does not address our comment in its entirety. Please provide us with a
detailed discussion of how Trxade Group, Inc. was capitalized, including the capital
structure of  this entity prior to its merger with Trxade, Inc. in May 2013. In addition,
your response that Trxade Group, Inc. was formed in May 2013 appears to be
inconsistent with your disclosure on page 3 which states Trxade Group, Inc. was
formed in August 2010.   Please clarify or revise.

8. We have reviewed your response to comment 28 in our letter dated July 7, 2014
noting it does not appear to address our comment in its entirety.   Please provide us
with a detailed discussion of the terms of the transaction.   In addition, please provide
the disclosures required by FASB ASC 805 -10-50.

9. We have reviewed your response to comment 29 in our letter dated July 7, 2014
noting it does not appear to address our comment in its entirety.   Please provide us
with a detailed di scussion of the terms of the transaction.   In addition, please provide
the disclosures required by FASB ASC 805 -10-50.

10. We have reviewed your response to comment 30 in our letter dated July 7, 2014
noting it does not appear to address our comment in its entirety.   Please provide us
with a detail discussion of how Westminster Pharmaceuticals LLC was capitalized.

Consolidated Statements of Operations for Three Months Ended March 31, 2014 and 2013,
page F -15

11. You disclose 24,160,000 basic and diluted weigh t average common shares
outstanding in the three months ended March 31, 2013.   Please tell us your
calculation of this amount given 28,300,000 shares were issued in May 2013.

Consolidated Statement of Cash Flows, page F -16

12. It appears your consolidated st atement of cash flows has been restated based on
comment 20 in our letter dated July 7, 2014.   Please provide the disclosures required
by FASB ASC 250 -10-50-7.

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

Mr. Suren Ajjarapu
Trxade  Group, Inc.
August 6 , 2014
Page 4

 in possession of all facts relating to a company’s disclosure, the y 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 d isclosure 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.

You may contact Suying Li at (202) 551 -3335 or Angela Halac at (202) 551 -3398 if you
have questions regarding comments on the financial statements and relat ed matters.  Please
contact Tiffany Posil at  (202) 551 -3589 or me  at (202) 551 -3795 with any other questions.

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director

cc: Via E -mail
 Lawrence Schnapp, Esq.
 TroyGould PC

CORRESP
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July 22, 2014

Mr. John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Trxade Group, Inc.

Registration Statement on Form 10

Filed June 11, 2014

File No. 000-55218

Dear Mr. Reynolds,

We are submitting this letter on behalf of Trxade Group, Inc., a Delaware corporation (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated July 7, 2014 relating to the Company’s Registration Statement on Form 10 (Registration No. 000-55218) filed with the Commission on June 11, 2014 (the “Registration Statement”). Amendment No. 1 to the Registration Statement (“Amendment No. 1”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have also enclosed with the copy of this letter that is being transmitted via overnight delivery two copies of Amendment No. 1 in paper format, which have been marked to show changes from the Registration Statement. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

Business, page 4

1. Please explain in the disclosure how the 24,160,000 pre-merger outstanding XCEL shares that were not held by Trxade Nevada, which represented 23% ownership of XCEL, were affected by the reverse merger and reverse stock split. According to the disclosure, these shares now appear to aggregate to 1% post-merger ownership. Please disclose how the 80,000,000 pre-merger outstanding XCEL shares held by Trxade Nevada resulted in 29,500,000 post-merger, post-split shares held by Trxade Nevada’s shareholders, representing 99% ownership of the post-merger company. In this regard, the reverse stock split of 80,000,000 shares would appear to yield 80,000 shares, not 29,500,000 shares.

Response: The Company has made the requested revisions to the disclosure on page 4.

2. For each product or service identified on page 5, please revise to clarify if you have generated revenues from the product or service. In that regard, we note your disclosure on page 6, that RxGuruTM and InventoryRx were just launched in the first quarter of 2014. Please also revise to clarify how you generate revenues from each product or service identified on page 5. In that regard, we note the disclosure on your website that there is no registration or membership fee to join Trxade.com and no fee for making purchases on Trxade.com.

Response: The Company has made the requested revisions to the disclosure on pages 4-5.

3. Please revise to provide more detail regarding your Wholesale Division. For example only, please clarify how you procure and store the pharmaceuticals and medical supplies distributed through the third party logistics company.

Response: The Company has made the requested revisions to the disclosure on page 5.

4. Please revise to provide more detail regarding the type of consulting and staffing services provided by Pinnacle Tek.

Response: The Company has made the requested revisions to the disclosures on page 5.

Research and Development, page 8

5. Please revise to include an estimate of the amount spent during each of the last two fiscal years on the development of Trxade.com, InventoryRx.com, Pharmabayonline and RxGuru, and if applicable, the extent to which the cost of such development activities is borne directly by customers. Refer to Item 101(h)(4)(x) of Regulation S-K.

Response: The Company has made the requested revisions to the disclosure on page 8.

Liquidity and Capital Resources, page 18

Cash Requirements, page 18

6. Please briefly describe the expenses categorized as “Cost of Sales” and “General and Administrative” on page 18.

Response: The Company has made the requested revisions to the disclosure in the chart on page 18.

Historical Liquidity and Capital Resources, page 19

7. Please revise to provide a detailed analysis of the components of the statements of cash flows (i.e., operating, investing, and financing activities) that explains the significant year-to-year variations in each line item for each period presented. In doing so, please describe and quantify the effect of the significant drivers that contributed to the material changes in your operating, investing and financing cash flows. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350 as it relates to liquidity and capital resources.

Response: The Company has made the requested revisions to the disclosure on page 19.

Results of Operations, page 19

8. We note your disclosure that general and administrative expenses include expenses associated with shares issued for services, contributed officers’ salary and warrants and options expense. However, these appear to be separate line items. Please revise accordingly.

Response: The Company has clarified the disclosure on page 23.

9. Please briefly describe the expenses associated with shares issued for services, contributed officers’ salary and warrants and options, which resulted in a significant increase in operating expenses. Please also briefly describe the cause of the increase in cost of sales.

The Company has made the requested disclosures on page 20.

Properties, page 21

10. We note your disclosure on page 7 that the Wholesale Division warehouses pharmaceutical products. Please provide the information required by Item 102 of Regulation S-K with respect to the company’s warehousing facilities.

Response: The Company has made the requested revisions to the disclosure on page 21.

Security Ownership of Certain Beneficial Owners and Management, page 21

11. The footnote disclosure for the table does not appear to relate to the corresponding footnote in the case of footnotes 4, 5 and 6. Please revise to clarify.

Response: The Company has made the requested revisions to the disclosure on page 21.

2

Directors and Officers, page 22

12. Please describe Mr. Fell’s principal occupation and employment since 2012. Similarly, please describe Mr. Pope’s principal occupation and employment since June 2012. Refer to Item 401(e) of Regulation S-K.

Response: The Company has made the requested revisions to the disclosure on page 23.

13. For each director, please briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the registrant in light of the registrant’s business and structure. Refer to Item 401(e) of Regulation S-K.

Response: The Company has made the requested revisions to the disclosure on pages 22-23.

Executive Compensation, page 25

Employment Agreements, page 25

14. Please clarify the terms of the $50,000 bonus pursuant to the employment agreements with Mr. Ajjarapu and Mr. Patel.

Response: The Company has made the requested revisions to the disclosure on page 25.

Compensation of Directors, page 25

15. We note your disclosure that in December 2013, the company granted certain directors stock options and cash compensation for each board meeting. Please provide the information required by Item 402(r) of Regulation S-K for any compensation paid to the directors in fiscal year 2013.

Response: The Company has made the requested revisions to the disclosure on page 25.

Certain Relationships and Related Transactions, and Director Independence, page 26

16. Please provide all the information required by Item 404 of Regulation S-K. In that regard, we note the disclosure on page 18 that “[e]quity Financings in the year ended December 31, 2013 consisted of related party capital contributions of $373,118, proceeds from issuance of preferred stock of $670,000, short term debt from related parties of $72,722 and stock issued for services of $500,000.” We also note the disclosure on page 19 that Mr. Ajjarapu advanced the company $373,118, the disclosure on page F-9 regarding loans from related parties and the disclosure on page F-16 regarding loans from related parties.

Response: The Company has made the requested revisions to the disclosure on page 25. We also note that the disclosures throughout the Registration Statement have been revised to properly characterize the $373,118 of cash paid by Mr. Ajjarapu to the Company as a capital contribution and not a loan.

17. Please file agreements with related parties as exhibits to the registration statement.

Response: The Company has filed the agreements with related parties as exhibits to Amendment No. 1 as requested.

Recent Sales of Unregistered Securities, page 28

18. We note the disclosure on page 20 regarding $500,000 in expenses associated with shares issued for services. Please provide all the information required by Item 701 of Regulation S-K with respect to the shares issued for services or advise us why you believe such disclosure is not required.

Response: The shares issued for services were not issued by the Registrant, but were issued by Trxade Group, Inc., a Nevada corporation that ultimately merged into the Registrant. Accordingly, disclosure of this issuance pursuant to Item 701 is not required. The disclosure in the Form 10 has been revised to clarify the issuer of the shares.

3

Signatures

19. Please revise to include the appropriate reference to Section 12 of the Exchange Act in lieu of your reference to Section 13 or 15(d) of the Exchange Act, as required by Form 10.

Response: The signature page has been revised as requested.

Consolidated Balance Sheets, page F-3

20. We note you have recorded the subscription receivable arising from the October 2013 issuance of convertible preferred stock as current asset. Please provide us with a detailed discussion to support your accounting treatment. Please refer to the guidance in FASB ASC 505-10-45-2. In addition, please revise your consolidated statement of cash flows for the interim period ended March 31, 2014 to present the collection of such subscription receivable as cash flows under the financing activities.

Response: FASB ASC 505-10-45-2 requires substantial evidence of collectability in a short period of time. The $160,000 of subscription receivable noted on the Balance Sheet at December 31, 2013 was paid in January 2014. Please see disclosure Note 5 of Notes to Financial Statements for the years ended December 31, 2013 and 2012.

The Company has revised the Consolidated Statement of Cash Flows for the interim period ended March 31, 2014 of Amendment No. 1 as requested.

Notes to Financial Statements

Note 2 – Summary of Significant Accounting Policies, page F-7

Revenue Recognition, page F-8

21. We note from your disclosure on page 5 that you earn revenue from several different operations. Please expand your disclosure to describe your revenue recognition policy for each of your revenue streams. In addition, disclose significant terms and conditions related to revenue, including any customer acceptance provisions and other post-delivery obligations and the related accounting policies. Please refer to the guidance in FASB ASC 605.

Response: The Company has revised Revenue Recognition, page F-8 of Amendment No. 1 as requested.

Income (loss) Per Share, page F-9

22. It appears from your disclosure on page 29 that your preferred stock participates with common stock on an as-converted basis for dividends or similar distribution. Please provide us with a detailed discussion of how you have accounted for the Series A Preferred Stock in the earnings per share calculation. Please refer to the guidance in FASB ASC 260-10-45-59A through 70.

Response: Series A Preferred Shares have been accounted for as fully issued for the purpose of determining Income (loss) Per Share. At December 31, 2013 and 2012 and March 31, 2014 and 2013 diluted net loss per share is equivalent to basic net loss per share as the inclusion of any shares committed to be issued would be anti-dilutive.

23. Please revise to provide the required disclosure for earnings per share calculation under FASB ASC 260-10-50.

Response: The Company has revised Note 2 in the Notes to Financial Statements for the years ending December 31, 2013 and 2012 and Note 1 in Notes to Unaudited Financial Statements for three months ended March 31, 2014 and 2013 of Amendment No. 1 as requested.

Note 4 – Reverse Merger, page F-10

24. Please tell us when Trxade Group, Inc. was formed and how it was capitalized.

Response: Trxade Group, Inc. was formed in May 2013 and was merged with Trxade, Inc.

4

25. We note that in November 2013 Trxade Group, Inc. purchased 80,000,000 common shares of Xcellink International, Inc. for $135,000. Please provide us with a detailed discussion of the relationship of the parties involved, the business purpose of the transaction, and the percentage of ownership Trxade Nevada held in Xcellink after the common share purchase. In addition, please tell us how you accounted for this transaction and cite the specific authoritative literature you utilized to support your accounting treatment.

Response: Xcellink International, Inc. and Trxade Group, Inc. are independent third party companies. The purpose of the transaction and intent of management was to have controlling interest in Xcellink International, Inc. for the purpose of executing a reverse merger with a public company. After the purchase of controlling interest, Trxade Group, Inc. held a 77% ownership. The transaction of purchasing 80 million shares of Xcellink International, Inc. and the transaction of share exchanges between the Company and Xcellink International, Inc., even though not executed on the same day, were contemplated with each other with the purpose of executing a reverse merger.

For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of Xcellink International, Inc. with Trxade Group, Inc. considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. Since the planned transaction would result in the cancellation of the shares, the $135,000 was treated as a business acquisition expense in accordance with FASB ASC – 805-10.

26. We note that in January 2014, Trxade Group, Inc. and Xcellink International, Inc. consummated an agreement where each share of Trxade Group, Inc. common stock and preferred stock were exchanged for Xcellink International, Inc. common stock and preferred stock on a one to one basis. Considering Trxade Group, Inc. had already purchased 80,000,000 shares of Xcellink International, Inc. in November 2013 for $135,000, please tell us the business purpose of this transaction.

Response: The intent of the transaction was to obtain controlling interest in Xcellink International, Inc. The intended result is Trxade Group, Inc. is the existing public company (XCEL).

27. We note that prior to the merger with Trxade Group, Inc., Xcellink International, Inc. had 104,160,000 shares of common stock outstanding. As part of the reverse merger transaction (i) you issued 28,800,000 shares of common stock to the former shareholders of Trxade Group, Inc.; (ii) existing shareholders canceled 80,000,000 shares; and (iii) you effected a reverse stock split at the ratio of 1000:1. Please provide us with a detailed discussion of how you calculated the post-recapitalization common stock balance and how you retroactively restated your statements of changes in shareholder’s equity and earnings per share.

Response: With shareholder agreement there was a reverse split of 1000:1 of Xcellink International, Inc. shares and 104,160,000 common shares became 104,160 common shares. With the shares exchange agreement, all the outstanding stock of existing Trxade Group, Inc., was exchanged for 28,800,000 common shares in Xcellink I

CORRESP
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Converted by EDGARwiz

July 22, 2014

Mr. John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Trxade Group, Inc.

Registration Statement on Form 10

Filed June 11, 2014

File No. 000-55218

Dear Mr. Reynolds:

We are submitting this letter on behalf of Trxade Group, Inc., a Delaware corporation (the “Company”) with respect to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated July 7, 2014 relating to the Company’s Registration Statement on Form 10 (Registration No. 000-55218) filed with the Commission on June 11, 2014 (the “Registration Statement”).  Please be advised that the Company intends to submit Amendment No. 1 to the Registration Statement, along with a letter responding to the comments from the Staff, no later than July 25, 2014.

Should you have any questions, please call the undersigned at (310) 789-1255.

 Very truly yours,

 /s/ Lawrence P. Schnapp

 Lawrence P. Schnapp

July 7, 2014

Via E -mail
Mr. Suren Ajjarapu
Chief Executive Officer
Trxade Group, Inc.
17537 Darby Lane
Lutz, FL 33558

Re: Trxade Group, Inc.
 Registration Statement on Form 10
 Filed June 11, 2014
 File No. 000 -55218

Dear Mr. Ajjarapu :

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

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

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

Business, page 4

1. Please e xplain in the disclosure how the 24,160,000 pre -merger outstanding XCEL shares
that were not held by Trxade Nevada, which represented 23% ownership of XCEL, were
affected by the reverse merger and reverse stock split.  According to the disclosure, these
shares now appear to aggregate to 1% post -merger ownership.  Please disclose how the
80,000,000 pre -merger outstanding XCEL shares held by Trxade Nevada resulted in
29,500,000 post -merger, post -split shares held by Trxade Nevada’s shareholders,
representing 99% ownership of the post -merger company.  In this regard, the reverse
stock split of 80,000,000 shares would appear to yield 80,000 shares, not 29,500,000
shares.

2. For each product or service identified on page 5, please revise to clarify if you have
gene rated revenues from the product or service.  In that regard, we note your disclosure
on page 6, that RxGuruTM and InventoryRx were just launched in the first quarter of

Mr. Suren Ajjarapu
Trxade  Group, Inc.
July 7, 2014
Page 2

 2014.  Please also revise to clarify how you generate revenues from each product or
service identified on page 5.  In that regard, we note the disclosure on your website that
there is no registration or membership fee to join Trxade.com and no fee for making
purchases on Trxade.com.

3. Please revise to provide more detail regarding your Wholesale Division.  For example
only, please clarify how you procure and store the pharmaceuticals and medical supplies
distributed through the third party logistics company.

4. Please revise to provide more detail regarding the type of consulting and staff ing services
provided by Pinnacle Tek.

Research and Development, page 8

5. Please revise to include an estimate of the amount spent during each of the last two fiscal
years on the development of Trxade.com, InventoryRx.com, Pharmabayonline and
RxGuru, and i f applicable, the extent to which the cost of such development activities is
borne directly by customers.  Refer to Item 101(h)(4)(x) of Regulation S -K.

Liquidity and Capital Resources, page 18

Cash Requirements, page 18

6. Please briefly describe the expe nses categorized as “Cost of Sales” and “General and
Administrative” on page 18.

Historical Liquidity and Capital Resources, page 19

7. Please revise to provide a detailed analysis of the components of the statements of cash
flows (i.e., operating, invest ing, and financing activities) that explains the significant
year-to-year variations in each line item for each period presented.  In doing so, please
describe and quantify the effect of the significant drivers that contributed to the material
changes in y our operating, investing and financing cash flows.  Refer to Item 303 of
Regulation S -K and SEC Release No. 33 -8350 as it relates to liquidity and capital
resources.

Results of Operations, page 19

8. We note your disclosure that general and administrative e xpenses include expenses
associated with shares issued for services, contributed officers’ salary and warrants and
options expense.  However, these appear to be separate line items.  Please revise
accordingly.

Mr. Suren Ajjarapu
Trxade  Group, Inc.
July 7, 2014
Page 3

 9. Please briefly describe the expenses associated with shares issued for services,
contributed officers’ salary and warrants and options, which resulted in a significant
increase in operating expenses.  Please also briefly describe the cause of the increase in
cost of sales.

Properties, page 2 1

10. We note your disclosure on page 7 that the Wholesale Division warehouses
pharmaceutical products.  Please provide the information required by Item 102 of
Regulation S -K with respect to the company’s warehousing facilities.

Security Ownership of Certain  Beneficial Owners and Management, page 21

11. The footnote disclosure for the table does not appear to relate to the corresponding
footnote in the case of footnotes 4, 5 and 6.  Please revise to clarify.

Directors and Officers, page 22

12. Please describe Mr. Fell’s principal occupation and employment since 2012.  Similarly,
please describe Mr. Pope’s principal occupation and employment since June 2012.  Refer
to Item 401(e) of Regulation S -K.

13. For each director, please briefly discuss the specific experience, qualifications, attributes
or skills that led to the conclusion that the person should serve as a director for the
registrant in light of the registrant’s business and structure.  Refer to Item 401(e) of
Regulation S -K.

Executive Compensation, page 25

Employment Agreements, page 25

14. Please clarify the terms of the $50,000 bonus pursuant to the employment agreements
with Mr. Ajjarapu and Mr. Patel.

Compensation of Directors, page 25

15. We note your disclosure that in December 2013, the company granted certain directors
stock options and cash compensation for each board meeting.  Please provide the
information required by Item 402(r) of Regulation S -K for any compensation paid to the
directors in fiscal year 2013.

Mr. Suren Ajjarapu
Trxade  Group, Inc.
July 7, 2014
Page 4

 Certain Relationships and Related Transactions, and Director Independence, page 26

16. Please provide all the information required by Item 404 of Regulation S -K.  In that
regard, we note the disclosure on page 18 that “[e ]quity Financings in the year ended
December 31, 2013 consisted of relat ed party capital contributions of $373,118, proceeds
from issuance of preferred stock of $670,000, short term debt from related parties of
$72,722 and stock issued for services of $500,000.”  We also note the disclosure on page
19 that Mr. Ajjarapu advance d the company $373,118, the disclosure on page F -9
regarding loans from related parties and the disclosure on page F -16 regarding loans from
related parties.

17. Please file agreements with related parties as exhibits to the registration statement.

Recent Sa les of Unregistered Securities, page 28

18. We note the disclosure on page 20 regarding $500,000 in expenses associated with shares
issued for services.  Please provide all the information required by Item 701 of
Regulation S -K with respect to the shares issu ed for services or advise us why you
believe such disclosure is not required.

Signatures

19. Please revise to include the appropriate reference to Section 12 of the Exchange Act in
lieu of your reference to Section 13 or 15(d) of the Exchange Act, as requir ed by Form
10.

Consolidated Balance Sheets, page F -3

20. We note you  have recorded the subscription receivable arising from the October 2013
issuance of convertible preferred stock as current asset.   Please provide us with a detailed
discussion to support yo ur accounting treatment.   Please refer to the guidance in FASB
ASC 505 -10-45-2.  In addition, please revise your consolidated statement of cash flows
for the interim period ended March 31, 2014 to present the collection of such subscription
receivable as c ash flows under the financing activities.

Notes to Financial Statements

Note 2 – Summary of Significant Accounting Policies, page F -7

Revenue Recognition, page F -8

21. We note from your disclosure on page 5 that you earn revenue from several different
operations.   Please expand your disclosure to describe your revenue recognition policy
for each of your revenue streams.   In addition, disclose significant terms and condit ions

Mr. Suren Ajjarapu
Trxade  Group, Inc.
July 7, 2014
Page 5

 related to revenue, including any customer acceptance provisions and other post -delivery
obligations and the related accounting policies.   Please refer to the guidance in FASB
ASC 605.

Income (loss) Per Share, page F -9

22. It appears from your disclosu re on page 29 that your preferred stock participates with
common stock on an as -converted basis for dividends or similar distribution.   Please
provide us with a detailed discussion of how you have accounted for the Series A
Preferred Stock in the earnings per share calculation. Please refer to the guidance in
FASB ASC 260 -10-45-59A through 70.

23. Please revise to provide the required disclosure for earnings per share calculation under
FASB ASC 260 -10-50.

Note 4 – Reverse Merger, page F -10

24. Please tell us whe n Trxade Group, Inc. was formed and how it was capitalized.

25. We note that in November 2013 Trxade Group, Inc. purchased 80,000,000 common
shares of Xcellink International, Inc. for $135,000.   Please provide us with a detailed
discussion of the relationshi p of the parties involved, the business purpose of the
transaction, and the percentage of ownership Trxade Nevada held in Xcellink after the
common share purchase.  In addition, please tell us how you acco unted for this
transaction and c ite the specific au thoritative literature you utilized to support your
accounting treatment.

26. We note that in January 2014 , Trxade Group, Inc. and Xcellink International, Inc .
consummated an agreement where each share of Trxade Group, Inc. common stock and
preferred stock w ere exchanged for Xcellink International, Inc. common stock and
preferred stock on a one to one basis.  Considering Trxade Group, Inc. had already
purchased $80,000,000 shares of Xcellink International, Inc. in November 2013 for
$135,000, please tell us th e business purpose of this transaction.

27. We note that prior to the merger with Trxade Group, Inc., Xcellink International, Inc.  had
104,160,000 shares of common stock outstanding.   As part of the reverse merger
transaction (i) you issued 28,800,000 shares of common stock to the former shareholders
of Trxade Group, Inc.; (ii) existing shareholders canceled 80,000,000 shares; and (iii) you
effected a reverse stock split at the ratio of 1000:1.   Please provide us with a detailed
discussion of how you calculate d the post -recapitalization common stock balance and
how you retroactively restated your statements of changes in shareholder’s equity and
earnings per share.

Mr. Suren Ajjarapu
Trxade  Group, Inc.
July 7, 2014
Page 6

 28. We noted from your disclosure here that a merger occurred between Trxade Group, Inc.
and Trxad e, Inc. in May 2013.   Please provide us with a detailed discussion of the
relationship of the parties involved, the terms of the transaction and the business purpose
of the transaction.   In addition, please tell us how you accounted for this transaction an d
cite the specific authoritative literature you utilized to support your accounting treatment.

29. We noted from your disclosure here that a merger occurred between Trxade Group, Inc.
and Pinnacle Tek, Inc. in May 2013.   This appears to be inconsistent with the disclosure
on page F -7 which states the merger occurred in July 2013.  Please clarify or revise.
Please provide us with a detailed discussion of the relationship of the parties involved,
the terms of the transaction and the business purpose of the tran saction.   In addition,
please tell us how you accounted for this transaction an d cite the specific authoritative
literature you utilized to support your accounting treatment.

30. We note from your disclosure here that Westminster Pharmaceuticals LLC was forme d in
January 2013.   This appears to be inconsistent with the disclosure on page F -7 which
states that this entity was formed in August 2013.   Please clarify when this entity was
formed and how it was capitalized.

We urge all persons who are responsible f or 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 o f 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 a ssert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Suren Ajjarapu
Trxade  Group, Inc.
July 7, 2014
Page 7

 You may contact Suying Li at (202) 551 -3335 or Angela Halac at (202) 551 -3398 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tiffany Posil at  (202) 551 -3589 or me  at (202) 551 -3795 with any other questions.

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director

cc: Via E -mail
 Lawrence Schnapp, Esq.
 TroyGould PC

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

DIVISION OF
CORPORATION FINANCE

        March 30, 2009  Mr. Mark Fingarson President and Chief Executive Officer Xcellink International Inc. 3148 Kingston Rd. Scarborough, Ontario, Canada M1M 1P4
Re: Xcellink International Inc.
 Form 8-K  Filed March 13, 2009  Form 8-K/A1  Filed March 27, 2009
File No. 333-143767

 Dear Mr. Fingarson:

 We have completed our review of your Form 8-K and related filings, and have no further comments at this time.         S i n c e r e l y ,           Christopher J. White        B r a n c h  C h i e f

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

DIVISION OF
CORPORATION FINANCE

        March 17, 2009  Mr. Mark Fingarson President and Chief Executive Officer Xcellink International Inc. 3148 Kingston Rd. Scarborough, Ontario, Canada M1M 1P4
Re: Xcellink International Inc.
 Form 8-K  Filed March 13, 2009
File No. 333-143767

 Dear Mr. Fingarson:
  We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.       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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.    Form 8-K Filed March 13, 2009

1. Please indicate the correct Commission File Number, “333-143767,” on all future filings.

2. In the first paragraph, we note that your former accountants were dismissed.
Please amend your report to indicate whether the board of directors recommended or approved the dismissal of your former accountants, to comply with Item 304(a)(1)(iii) of Regulation S-B.

Mr. Mark Fingarson
Xcellink International Inc.
March 17, 2009 Page 2

3. We note in the second paragraph that, in accordance with Item 304(a)(1)(ii) of Regulation S-B, you provided a statement indicating that your accountants’ reports on your financial statements for either of the past two years and the period from July 15, 2005 (inception) through December 31, 2007 “…contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.”  This requirement includes disclosure in the accountants’ report of uncertainty regarding your ability to continue as a going concern.  Please revise your disclosure to fully address this requirement.
4. We note in the third paragraph that the period for which you address whether there were any disagreements with your former accountant extends only to September 30, 2008.  This disclosure, in accordance with Item 304(a)(1) of Regulation S-B, should also address any subsequent interim period through the
date of dismissal .  Please revise your disclosure accordingly.

5. Please include a revised, updated letter from your former accountant addressing the revised disclosures in your amendment.
  Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all 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.

Mr. Mark Fingarson
Xcellink International Inc. March 17, 2009 Page 3

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.    If you have any questions, please contact me at (202) 551-3863.         S i n c e r e l y ,           Donald F. Delaney        Senior Staff Accountant

CORRESP
1
filename1.htm

            Law Offices of Thomas E. Puzzo, PLLC

            4216 NE 70th Street

            Seattle, Washington 98115

            Telephone: (206) 522-2256 / Facsimile: (206) 260-0111

            Writer’s e-mail: tpuzzo@msn.com

            Writer’s cell: (206) 412-6868

            December 1, 2008

            VIA FACSIMILE – (202) 772-9368

            Roger Schwall

            Assistant Director

            Division of Corporation Finance

            U.S. Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549

            Mail Stop 7010

                            Re:

                            Bluebird Exploration Company (the “Company”)

                            Definitive Information Statement on Schedule 14C

            Filed November 12, 2008

                            File No. 333-143767

                            Form 10-Q for the period ended June 30, 2008

                            Filed August 7, 2008

            Dear Mr. Schwall:

            Attached please copies of (i) a redlined revision to the referenced registrant’s Definitive Information Statement on Schedule 14C (the “Revised Definitive Schedule 14C”), submitted pursuant to the staff’s comment letter dated November 18, 2008, (ii) a redlined Amendment No. 1 to the registrant’s Form 10-Q (the “Amendment No. 1 to the Form
            10-Q”) for the period ended June 30, 2008 and filed August 7, 2008, and (iii) a copy of the staff’s November 18, 2008 comment letter and this letter.

            I confirm that the Company filed the Revised Definitive Schedule 14C and the Amendment No. 1 to the Form 10-Q on Edgar on December 1, 2008.

            The staff’s comments are reproduced in italics in this letter, and the Company’s responses to the staff’s comments follow each staff comment. Please note that the page references below refer to the page numbers of the attached redlined Revised Definitive Schedule 14C and the attached redlined Amendment No. 1 to the Form 10-Q.

                Roger Schwall

                Securities and Exchange Commission

                December 1, 2008

                Page 2

            In response to the staff’s comments in its November 18, 2008 comment letter, we respectfully submit the following information on behalf of our client:

            Information Statement on Schedule 14C

            Approval to Amend Certificate of Incorporation..., page 6

                            1.

                            Disclose in a table or similar format the number of shares of your common stock that will be: (i) issued and outstanding, (ii) authorized and reserved for issuance, and (iii) authorized but unreserved as a result of the adoption of the forward split.

            The Company has complied with this Comment. Please see the table (Rider “A” on page 11) added to page 6 of the Revised Definitive Schedule 14C.

                            2.

                            You disclose in this caption that the approved stock split will occur at a ratio of 8:1. However, in the next sentence, you state that the ratio is 8:200. Please reconcile this apparent contradiction or advise us how to read these disclosures in a consistent manner.

            The Company’s Preliminary Information Statement on Schedule 14C does contain this apparent contradiction. The Company’s Definitive Information Statement filed on November 12, 2008, however, reconciles this apparent contradiction by changing the ratio of 8:200 to 8:1. Therefore, the Company has not made any change to the Revised Definitive Schedule 14C in response to
            this comment. Please see page 6 of the Revised Definitive Schedule 14C.

            Approval to Amend Certificate of Incorporation to Effect a Change of Name..., page 10

                            3.

                            Please discuss the reasons for changing the name of the company.

            The Company has complied with this Comment. Please see Rider “B” on page 12 of the Revised Definitive Schedule 14C, which has been inserted, as indicated, on 10 page of the Revised Definitive Schedule 14C.

            Company Contact Information

                            4.

                            The telephone number you provide appears to be disconnected. Please include your correct telephone number.

            This comment has been complied with. Please see the Company’s correct telephone number added to pages 2 and 10 of the Revised Definitive Schedule 14C.

                    Roger Schwall

                    Securities and Exchange Commission

                    December 1, 2008

                    Page 3

                Quarterly Report on Form 10-Q for the Period Ending June 30, 2008

                Controls and Procedures, page 15

                                5.

                                We note your disclosure of several material weaknesses in your internal controls over financial reporting and your statement that there have been no significantchanges in your internal controls. Please revise to state whether there have been any changes, as opposed
                                to any significant changes, in your internal controls given the implementation of corrective measures to address the identified internal control weaknesses. Also discuss the timeframe within which you expect the measures to be fully implemented and the weaknesses to be fully addressed.

                The Company has complied with this Comment. Please see pages 25-28 of the Amendment No. 1 to the Form 10-Q.

                                6.

                                It appears that you have not included the disclosure required by Item 307 of Regulation S-K. Please update your filing by disclosing the required information concerning your disclosure controls and procedures.

                The Company has complied with this Comment. Please see pages 25-28 of the Amendment No. 1 to the Form 10-Q. Please also see the updated certifications attached as Exhibit 31.1, Exhibit 31.2 and Exhibit 32.1.

                Please contact the undersigned if you have further questions.

                                Very truly yours,

                                /s/ Thomas E. Puzzo

                                Thomas E. Puzzo

                Attachments

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

     DIVISION OF
COR     MAIL STOP 7010         PORATION FINANCE
        November 18, 2008

By U.S . Mail and facsimile
 Mr. Mark Fingarson, President
Bluebird Exploration Company
c/o The Company Corporation 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808

Re: Bluebird Exploration Company
 Definitive Information St atement on Schedule 14C
 Filed November 12, 2008
  File No. 333-143767

  Form 10-Q for the period ended June 30, 2008
  Filed August 7, 2008

Dear Mr. Fingarson:
We have limited our review of your filings to the issues we have addressed in our
comments.  Where indicated, we think you shoul d revise your documents in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Information Statement on Schedule 14C

 Approval to Amend Certificate of Incorporation…, page 6

1. Disclose in a table or similar format th e number of shares of your common stock
that will be: (i) issued and outstanding, (ii) authorized and reserved for issuance,
and (iii) authorized but unreserved as a result of the adoption of the forward split.

Mr. Mark Fingarson
Bluebird Exploration Company
November 18, 2008 Page 2

2. You disclose in this caption that the appr oved stock split will occur at a ratio of
8:1.  However, in the next sentence, you state that the ratio is 8:200.  Please
reconcile this apparent contra diction or advise us how to  read these disclosures in
a consistent manner.

Approval to Amend Certificate of Incorporat ion to Effect a Change of Name…, page 10

3. Please discuss the reasons for ch anging the name of the company.

Company Contact In formation, page 10
 4. The telephone number you provide appears to be disconnected.  Please include
your correct telephone number.
 Quarterly Report on Form 10-Q for the Period Ending June 30, 2008

 Controls and Procedures, page 15

5. We note your disclosure of several material  weaknesses in your internal controls
over financial reporting and your statemen t that there have been no significant
changes in your internal controls. Please revise to state whether there have been
any changes, as opposed to any significan t changes, in your internal controls
given the implementation of corrective measur es to address the identified internal
control weaknesses.  Also  discuss the timeframe w ithin which you expect the
measures to be fully implemented and the weaknesses to be fully addressed.
6. It appears that you have not  included the disclosure required by Item 307 of
Regulation S-K.  Please update your fili ng by disclosing the required information
concerning your disclosure controls and procedures.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Mark Fingarson
Bluebird Exploration Company
November 18, 2008
Page 3

When responding to our comments, please provide a written statement from the
company acknowledging the following:

‚ 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 comment s do not
foreclose the Commission from taking a ny action with respect to the filing;
and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     Please contact John Lucas at (202) 551-5798 or, in his absence, Carmen Moncada-Terry at (202) 551-3687 with any questions.

Sincerely,

 Roger Schwall, Assistant Director
                cc: J. Lucas
Thomas E. Puzzo, Esquire (206) 260-0111