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CORRESP
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 filename1.htm

 Taoping
Inc.

 21st
Floor, Building 3, Tianjin Science and Technology Plaza

 Keyan
West Road

 Nankai
District, Tianjin, 300192

 People's
Republic of China

 June
1, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attn:
Ms. Jan Woo

 Re:
 Taoping
 inc.

 Registration
 Statement on Form F-3, as amended

 File
 No.: 333-288404

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the
above-referenced Registration Statement of Taoping Inc. (the "Company") so that it will become effective at 5:00 p.m., Eastern
Time, on Wednesday, June 3, 2026, or as soon thereafter as practicable.

 Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

 Very
 truly yours,

 TAOPING
 INC.

 /s/
 Jianghuai Lin

 By:
 Jianghuai
 Lin

 Title:
 Co-Chief
 Executive Officer

July 1, 2025
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
21st Floor, Everbright Bank BuildingZhuzilin, Futian District
Shenzhen, Guangdong 518040
People’s Republic of China
Re:Taoping Inc.
Registration Statement on Form F-3
Filed June 27, 2025
File No. 333-288404
Dear Jianghuai Lin:
            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 Jan Woo at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Kevin (Qixiang) Sun, Esq.

CORRESP
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Taoping
Inc.

21st
Floor, Everbright Bank Building

Zhuzilin,
Futian District

Shenzhen,
Guangdong 518040

People’s
Republic of China

August
28, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Mariam Mansaray

  Mitchell
Austin

    Re:
    Taoping
    Inc.

    Registration
    Statement on Form F-1

    File
    No. 333-274153

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the
above-referenced Registration Statement of Taoping Inc. so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, August
30, 2023, or as soon thereafter as practicable.

Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very
    truly yours,

    Taoping
    Inc.

    By:
    /s/Jianghuai Lin

    Name:
    Jianghuai
Lin

    Title:
    Chief
Executive Officer

cc:
Kevin (Qixiang) Sun, Bevilacqua PLLC

United States securities and exchange commission logo
August 25, 2023
Iris Yan
Chief Financial Officer
Taoping Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040
People’s Republic of China
Re:Taoping Inc.
Registration Statement on Form F-1
Filed August 22, 2023
File No. 333-274153
Dear Iris Yan:
            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 Mariam Mansaray, Staff Attorney, at 202-551-6356 or Mitchell Austin,
Staff Attorney, at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun

United States securities and exchange commission logo
March 17, 2023
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021
File No. 001-35722
Dear Jianghuai Lin:
            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 Technology
cc:       Kevin Sun

CORRESP
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Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

February
8, 2023

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

    Attn:
     Lisa Etheredge

    Inessa Kessman

    Alexandra Barone

    Jan Woo

 Re: Taoping
                                            Inc.

    Amendment
                                            No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021

    Response
                                            dated December 16, 2022

    File
                                            No. 001-35722

Ladies
and Gentlemen:

We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated January
24, 2023, providing the Staff’s comments with respect to the above-referenced Company’s Amendment No. 2 to Annual Report
on Form 20-F (the “Form 20-F”).

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021

Consolidated
Financial Statements

2.
Summary of Significant Accounting Policies

(n)
Cryptocurrencies, page F-22

 1. We
                                            note your response to prior comment 5. It appears that your gains and losses from the sale
                                            of cryptocurrencies are presented within Loss before Income Taxes, not Loss from Operations.
                                            As previously requested, please revise your future filings so that these gains and losses
                                            are presented within Loss from Operations for all periods where applicable.

Response:
We will revise our future filings to present the gains from the sale of cryptocurrencies within Loss from Operations for all periods
where applicable.

 2. Please
                                            show us how you will revise Note 2(n) to conform to the requirement in ASC 350-30-35-19 that
                                            “If the carrying amount of an intangible asset exceeds its fair value, an entity shall
                                            recognize an impairment loss in an amount equal to that excess.” In this regard, your
                                            reference to “which is measured using the quoted price of the cryptocurrency at the
                                            time its fair value is being measured” as well as your reference to the qualitative
                                            assessment, makes it unclear if you recognize an impairment whenever the carrying amount
                                            of a digital asset exceeds its fair value.

Response:
We will delete the description of qualitative assessment and revise our future filings to add the following to Note 2(n) Accounting
policies of Cryptocurrencies to the consolidated financial statements:

“If
the carrying amount of the cryptocurrency exceeds its fair value, the Company recognizes an impairment loss in an amount equal to that
excess.”

U.S.
Securities and Exchange Commission

February
8, 2023

Page
2

 3. Consider
                                            revising future filings to move the last sentence of Note 2(n), which states, “Although
                                            our performance obligation in our contracts with the mining pool operator is the provision
                                            of computing power, we are not entitled to any compensation for computing power provided
                                            when the pool operator is unsuccessful in placing a block to the blockchain,” to the
                                            second paragraph of Note 2(t) since the statement appears to relate to revenue recognition.

Response:
We will revise our future filings to move the following sentence of Note 2(n) Accounting policies of Cryptocurrencies to the second
paragraph of Note 2(t) Accounting policies of Revenue Recognition:

“Although
our performance obligation in our contracts with the mining pool operator is the provision of computing power, we are not entitled to
any compensation for computing power provided when the pool operator is unsuccessful in placing a block to the blockchain.”

Revenue
- Cryptocurrency mining, page F-25

 4. Please
                                            revise your future filings to disclose, as you indicate in your October 31, 2022 response
                                            to comment 11, that both you and the pool operator have the right to terminate the contract
                                            at any time, with or without cause, and without compensation.

Response:
We will revise our future filings to add the following to Note 2(t) Accounting policies of Revenue - Cryptocurrency mining to the
consolidated financial statements:

“Both
the Company and the mining pool operator have the right to terminate the contract at any time, with or without cause, and without compensation.”

 5. You
                                            indicate in your response to prior comment 6 that “There is no specific contract between
                                            us and the mining pool operator”. This is inconsistent with your disclosure in Note
                                            2(t) on page F-25, which states, “The Company has entered into digital asset mining
                                            pools by executing contracts with the mining pool operators to provide computing power to
                                            the mining pool.” Please address the following:

 ● Confirm
                                            that your Note 2(t) disclosure is correct; that you have entered into a contract (as defined
                                            in ASC 606-10-25-1 through 25-8) with the mining pool operator.

Response:
Note 2(t) is correct. We entered into an e-contract, which includes standard terms applied for all participants of the mining pool,
with the mining pool operator at the time we started the cooperation with the mining pool. Under the contract, in
exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency awards the mining pool
operator receives (less digital asset transaction fees to the mining pool operator, if any) for successfully adding a block to the blockchain.

U.S.
Securities and Exchange Commission

February
8, 2023

Page
3

 ● Clarify
                                            for us if you believe each block attempt by the pool operator for which you provide computing
                                            power is a separate contract as that term is used in ASC 606.

Response:
The e-contract we entered into governs all transactions during our cooperation with the mining pool operator, which is, in
exchange for providing computing power, the Company is entitled to receive fractional share
of cryptocurrency based on its proportion of computing power contributed to the mining pool operator when it successfully adding a block
to the blockchain.

 ● Confirm
                                            for us if you are asserting that a contract first exists upon the successful placement of
                                            a block on the blockchain by the pool operator because that is the point when both of the
                                            conditions in ASC 606-10-25-4 no longer exist. Consider the need for clarifying disclosure.

Response:
Yes we will revise our future filings to add the following to Note 2(t) Accounting policies of Revenue - Cryptocurrency mining to
the consolidated financial statements.

“The
contract first exists upon the successful placement of a block on the blockchain by the pool operator because that is the point when
the parties have performed their contract obligation and neither party can unilaterally terminate the contract without compensating the
other party.”

 ● For
                                            each crypto asset mining pool you participate in, please tell us how frequently blocks are
                                            added to the blockchain.

Response:
The blocks are added to the blockchain by the mining pool operator, which then distributes the award to the participants at most
once every 24 hours. In practice, as the consideration of our provision of computing power, the pool operator distributes the award to
us on daily basis.

As
we mentioned in our October 31, 2022 response to comment 14 (1), payouts of the award take place automatically when the configured threshold
is reached. We regularly reviewed and adjusted the threshold, to make the award from the mining pool to be received by us on daily basis.

 6. We
                                            note your response to prior comment 7, which references your practice of measuring fair value
                                            at the quoted closing price from the Yahoo Finance website. Please show us how you will revise
                                            your policy to clarify, if true, that you measure fair value based upon the quoted market
                                            prices from your principal market at contract inception. Refer to ASC 820-10-30-1, 35-5 and
                                            35-5A as well as ASC 606-10-32-21.

Response:
We will revise our future filings as below on Note 2(t) Accounting policies of Revenue - Cryptocurrency mining to the consolidated
financial statements:

“The
transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value using the
quoted price from principal market of the related cryptocurrency on the date received, which is not materially different
than the fair value at the contract inception or at the time the Company has earned the award from the pools.”

U.S.
Securities and Exchange Commission

February
8, 2023

Page 4

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    Taoping Inc.

    By:
    /s/ Jianghuai Lin

    Jianghuai Lin

    Chief Executive Officer

cc: Kevin
                                            Sun, Esq.

United States securities and exchange commission logo
January 24, 2023
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021
Response dated December 16, 2022
File No. 001-35722
Dear Jianghuai Lin:
            We have reviewed your December 16, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 30, 2022 letter.
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2021
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(n) Cryptocurrencies, page F-22
1.We note your response to prior comment 5.  It appears that your gains and losses from the
sale of cryptocurrencies are presented within Loss before Income Taxes, not Loss from
Operations.  As previously requested, please revise your future filings so that these gains
and losses are presented within Loss from Operations for all periods where applicable.
2.Please show us how you will revise Note 2(n) to conform to the requirement in ASC 350-
30-35-19 that “If the carrying amount of an intangible asset exceeds its fair value, an
entity shall recognize an impairment loss in an amount equal to that excess.”  In this

 FirstName LastNameJianghuai Lin
 Comapany NameTaoping Inc.
 January 24, 2023 Page 2
 FirstName LastNameJianghuai Lin
Taoping Inc.
January 24, 2023
Page 2
regard, your reference to “which is measured using the quoted price of the cryptocurrency
at the time its fair value is being measured” as well as your reference to the qualitative
assessment, makes it unclear if you recognize an impairment whenever the carrying
amount of a digital asset exceeds its fair value.
3.Consider revising future filings to move the last sentence of Note 2(n), which states,
“Although our performance obligation in our contracts with the mining pool operator is
the provision of computing power, we are not entitled to any compensation for computing
power provided when the pool operator is unsuccessful in placing a block to the
blockchain,” to the second paragraph of Note 2(t) since the statement appears to relate to
revenue recognition.
Revenue - Cryptocurrency mining, page F-25
4.Please revise your future filings to disclose, as you indicate in your October 31, 2022
response to comment 11, that both you and the pool operator have the right to terminate
the contract at any time, with or without cause, and without compensation.
5.You indicate in your response to prior comment 6 that “There is no specific contract
between us and the mining pool operator”.  This is inconsistent with your disclosure in
Note 2(t) on page F-25, which states, “The Company has entered into digital asset mining
pools by executing contracts with the mining pool operators to provide computing power
to the mining pool.” Please address the following:
•Confirm that your Note 2(t) disclosure is correct; that you have entered into a
contract (as defined in ASC 606-10-25-1 through 25-8) with the mining pool
operator.
•Clarify for us if you believe each block attempt by the pool operator for which you
provide computing power is a separate contract as that term is used in ASC 606.
•Confirm for us if you are asserting that a contract first exists upon the successful
placement of a block on the blockchain by the pool operator because that is the point
when both of the conditions in ASC 606-10-25-4 no longer exist.  Consider the need
for clarifying disclosure.
•For each crypto asset mining pool you participate in, please tell us how frequently
blocks are added to the blockchain.
6.We note your response to prior comment 7, which references your practice of measuring
fair value at the quoted closing price from the Yahoo Finance website. Please show us
how you will revise your policy to clarify, if true, that you measure fair value based upon
the quoted market prices from your principal market at contract inception. Refer
to ASC 820-10-30-1, 35-5 and 35-5A as well as ASC 606-10-32-21.

 FirstName LastNameJianghuai Lin
 Comapany NameTaoping Inc.
 January 24, 2023 Page 3
 FirstName LastName
Jianghuai Lin
Taoping Inc.
January 24, 2023
Page 3
            You may contact Lisa Etheredge, Senior Staff Accountant, at 202-551-3424 or Inessa
Kessman, Senior Staff Accountant, at 202-551-3371 if you have questions regarding comments
on the financial statements and related matters.  Please contact Alexandra Barone, Staff
Attorney, at 202-551-8816 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin Sun

CORRESP
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Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

December
16, 2022

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Priscilla Dao

    Re:
    Taoping
    Inc.

    Amendment
    No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021

    Response
    dated October 31, 2022

    File
    No. 001-35722

Ladies
and Gentlemen:

We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated November
30, 2022, providing the Staff’s comments with respect to the above-referenced Company’s Amendment No. 1 to Annual Report
on Form 20-F (the “Form 20-F”). Concurrently with the submission of this letter, the Company is submitting its Amendment
No. 2 to the Form 20-F (the “Amendment No. 2”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021

Item
3. Key Information

Summary
of Risk Factor, page 7

 1. We
                                            note your disclosure that no permissions or approvals are required to offer securities. Please
                                            provide an explanation as to whether you consulted counsel and, if not, why you did not consult
                                            counsel and why you believe you do not need any permissions or approvals.

Response:
We note the Staff’s comment, and in response thereto, we have revised our disclosures on page 7 to provide an explanation
as to why we believe we do not need any permissions or approvals to offer securities.

 2. We
                                            note your response to prior comment 3. Please include your discussion of permission and approvals
                                            required to be obtained from Chinese authorities to operate your business in your summary
                                            of risk factors with a specific cross-reference to a more detailed risk factor discussion.

Response:
We have revised the disclosures in summary of risk factors to include discussion of permission and approvals required to be obtained
from Chinese authorities to operate our business with a specific cross-reference to a more detailed risk factor discussion.

U.S.
Securities and Exchange Commission

December
16, 2022

Page
2

Consolidated
Financial Statements

2.
Summary of Significant Accounting Policies

(f)
Accounts Receivable, Accounts Receivable-related parties, and Concentration of Risk, page F-20

 3. We
                                            note your response to prior comment 7. Please address the following separately for accounts
                                            receivable and accounts receivable-related parties:

 ● Tell
                                            us your typical payment terms included within your contracts with customers.

Response:
The standard payment terms of our contracts with customers are as follows: customers shall pay 30% of the total contract amount to
the Company as deposit, and the balance shall be paid off within 1-6 months after customers’ acceptance. However, because
of normal business cycle and various factors including market competition and customers’ credit, the actual collection
of outstanding accounts receivable may be beyond the normal contract terms.

 ● Explain
                                            why you do not begin to provide a provision for credit loss until receivables are unpaid
                                            for more than a year.

Response: Since
the year 2020, in addition to consideration of aging of accounts receivable, the allowance of accounts
receivable is assessed on a case-by-case basis. If collectability of a customer account becomes significantly deviated from the
norm of collection period of the Company’s receivables during review of customer accounts, or any event indicates the
customer’s financial condition being under stress, the specific identification method will be used to estimate and record
credit loss allowance for the account.

 In
practice, the
Company provided provision for credit loss for accounts receivable over one year mainly in consideration of normal business cycle and
various factors including market competition and customers’ credit.  In order to keep good customer relationship
and expand its market share rapidly, especially the digital advertising market in China, the Company normally extends the credit
term to its customers to over one year. Moreover, considering Company’s close relations and the familiarities with its
customers, the management believed that the accounts receivable within one year would be highly probable to be collected.

 In addition, provision for credit loss for receivables over
one year is also a normal practice for peer companies in the same industry for Chinese market.

 ● For
                                            receivables outstanding as of December 31, 2020, December 31, 2021, and June 30, 2022, please
                                            tell us the reporting period in which the underlying revenue was recognized, differentiating
                                            between receivables with an allowance and those without an allowance.

Response:
The following table shows the accounts receivable outstanding as of December 31, 2020, December 31, 2021, and June 30, 2022, and
the reporting periods in which the underlying revenue was recognized:

    June 30,

 2022

    December 31,

 2021

    December 31,

 2020

    Accounts Receivable
    $ 18,559,539
    $ 18,340,348
    $ 15,373,151

    Allowance for credit losses
      (10,672,470 )
      (11,582,186 )
      (9,269,664 )

    Accounts Receivable, net
    $ 7,887,069
    $ 6,758,162
    $ 6,103,487

    Accounts Receivable - related parties
    $ 15,010,731
    $ 16,032,134
    $ 16,190,153

    Allowance for credit losses
      (14,051,456 )
      (15,680,662 )
      (11,947,742 )

    Accounts Receivable - related parties, net
    $ 959,275
    $ 351,472
    $ 4,242,411

U.S.
Securities and Exchange Commission

December
16, 2022

Page
3

    December 31, 2020
    Accounts

 Receivable
    Allowance for

 credit losses
    Accounts Receivable

- related parties
    Allowance for

 credit losses-

 related parties

    Underlying Revenue recognized prior FY 2020
    $  10,976,204
    $ (9,269,664 )
    $  16,048,063
    $ (11,947,742 )

    Underlying Revenue recognized in FY 2020
       4,396,947
      -
       142,090
      -

    Total
    $ 15,373,151
    $ (9,269,664 )
    $ 16,190,153
    $ (11,947,742 )

    December 31, 2021
    Accounts

 Receivable
    Allowance for

 credit losses
    Accounts Receivable

- related parties
    Allowance for

 credit losses-

 related parties

    Underlying Revenue recognized prior FY 2021
    $  12,639,890
    $  (11,582,186  )
    $  16,031,942
    $  (15,680,662  )

    Underlying Revenue recognized in FY 2021
      5,700,458
      -
       192
      -

    Total
    $ 18,340,348
    $ (11,582,186 )
    $ 16,032,134
    $ (15,680,662 )

    June 30, 2022
    Accounts

                                                                                Receivable

    Allowance for

 credit losses
    Accounts Receivable

- related parties
    Allowance for

 credit losses-

 related parties

    Underlying Revenue recognized prior FY 2022
    $ 15,195,781
    $ (10,672,470 )
    $ 15,010,731
    $ (14,051,456 )

    Underlying Revenue recognized in HY 2022
      3,363,758
      -
      -
      -

    Total
    $ 18,559,539
    $ (10,672,470 )
    $ 15,010,731
    $ (14,051,456 )

Also,
please explain the underlying factors that led to nearly 98% of your related party receivables being deemed uncollectable as of December
31, 2021.

Response:
Underlying revenue of accounts receivable from related parties was mainly generated in years 2017 to 2019. In years 2017 to 2019,
the digital advertising market in China experienced rapid growth and the Company quicky expanded its business through the establishment
of a national city-partner network. However, due to the outbreak of COVID-19, the advertising market experienced severe decline, and
certain affiliated companies encountered different level of difficulties for business operation and did not expect significant improvement
in the short term going forward. The COVID-19 pandemic continued to negatively impact the macro economy and the digital advertising market
of China in years 2020 and 2021. Accordingly, in 2021 the Company conducted prudent assessment of the collectability of the accounts
receivable of related party that primarily accrued in prior years. As a result, most of related party receivable were deemed uncollected
as of December 31, 2021.

U.S.
Securities and Exchange Commission

December
16, 2022

Page
4

Revenue
generated from related parties in the year 2020, 2021 and the first half of 2022 represented 4.7%, 0.6% and 0.3% of total revenue, respectively.
As a result of the current highly immaterial amount of related party revenue, the Company does not expect material accounts receivable
from related party going forward.

(n)
Cryptocurrencies, page F-22

 4. We
                                            note your response to prior comment 8. Please revise to present cryptocurrency impairment
                                            outside of administrative expense in the statement of operations. We refer to guidance in
                                            Item 5-3(b)(6) of Regulation S-X.

Response:
Cryptocurrency impairment losses of $493,617 were classified as administrative expenses on the statements of operations. In response
to the Staff’s comment, revision has been made to the statements of operations by presenting the impairment losses on cryptocurrencies
as a separate line item.

 5. As
                                            a related matter, the presentation of impairment losses and realized gains or losses of the
                                            same asset should be classified on a consistent basis. Please revise to classify your gains
                                            and losses from the sales of cryptocurrencies within loss from operations, consistent with
                                            your presentation of impairment losses on cryptocurrencies. Refer to ASC 610-20-45-1.

Response:
We recognized the gains from the sale of cryptocurrencies of $410,979 within gain and loss from operations in the line item “Other
income/(loss), net”. In response to the Staff’s comment, we revised the statements of operations by disclosing the gain on
sale of cryptocurrencies as a separate line item.

Revenue
- Cryptocurrency mining, page F-25

 6. We
                                            note your response to prior comment 13. For your contracts with mining pool operators that
                                            involve promises of non-cash consideration, we are unable to agree that fair value at contract
                                            inception does not apply to you. As noted in ASC 606-10-32-21, the transaction price in these
                                            scenarios should be measured at the estimated fair value of the non-cash consideration at
                                            contract inception. Please revise accordingly. Also, you disclose on page F-25 that consideration
                                            from these contracts is variable. Please refer to ASC 606-10-32-5 through 32-14, 32-21 through
                                            32-23, and 50-20 and address the following:

 ● Tell
                                            us when you consider contract inception to occur.

Response:
There is no specific contract between us and the mining pool operator. Subject to the standard user protocols, the mining pool operators
did not specify the computing power contributed for a certain period by the Company. The Company recognized the revenue of cryptocurrencies
upon receipt on a daily basis. The Company did not know the quantities of cryptocurrencies mined until it received the cryptocurrencies.

 ● Explain
                                            how you determined that it is not probable that a significant reversal of cumulative revenue
                                            will not occur.

Response:
From the mining pool operator’s standpoint, it is not probable that a significant reversal of cumulative revenue will not occur.
The consideration is constrained until it successfully places a block (by being the first to solve an algorithm). The mining pool operator
awarded the Company cryptocurrencies in exchange for its contribution of computing power to the mining pools. The Company receives confirmation
of the consideration, at which time revenue is confirmed and recognized with the fair value of market price.

 ● Describe
                                            the extent to which you constrain your variable consideration and why.

Response:
As responded to the above question, the consideration of the mining pool operator is constrained until the mining pool operator successfully
places a block (by being the first to solve an algorithm), at which time the Company is entitled to the awards of cryptocurrency and
the revenue is recognized.

U.S.
Securities and Exchange Commission

December
16, 2022

Page
5

 ● Discuss
                                            how and when you reassess your variable consideration.

Response:
The consideration of revenue is earned with reference to the market price. Revenue is measured at the fair value quoted closing price
from Yahoo Finance website on the date of receipt, multiplied by the quantities of certain cryptocurrencies mined. The consideration
of revenue had not been reassessed; however, the cryptocurrencies mined would be sold in short time-frame, at which point the gain/loss
between the market price on the date of sales and on the date of mining is recognized through profit and loss.

 ● Provide
                                            us with a timeline that more clearly describes the typical length of time from contract inception
                                            to receipt of noncash consideration, including successful placement of a block, earning an
                                            award from the pool operator, receipt of confirmation, and receipt of consideration.

Response:
The time from the contract inception to the receipt of noncash consideration, including successful placement of a block, earning
an award from the pool operator, receipt of confirmation, and receipt of consideration was typically at the same time, without time difference.

 7. We
                                            note your response to prior comments 13 and 14. In light of the daily volatility observed
                                            within cryptocurrency markets, please explain in detail how you determined that the fair
                                            value at contract inception is not materially different than each of the following:

 ● quoted
                                            closing price per Yahoo Finance on the date the cryptocurrency is received

Response:
The Company recognized the revenue of cryptocurrencies upon receipt, measured at the fair value quoted closing price from Yahoo Finance
website on the date of receiving them. The difference was within one day.

Con

United States securities and exchange commission logo
November 30, 2022
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Response dated October 31, 2022
File No. 001-35722
Dear Jianghuai Lin:
            We have reviewed your October 31, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Item 3. Key Information
Summary of Risk Factors, page 7
1.We note your disclosure that no permissions or approvals are required to offer securities.
Please provide an explanation as to whether you consulted counsel and, if not, why you
did not consult counsel and why you believe you do not need any permissions or
approvals.
2.We note your response to prior comment 3. Please include your discussion of permission
and approvals required to be obtained from Chinese authorities to operate your business in
your summary of risk factors with a specific cross-reference to a more detailed risk factor
discussion.

 FirstName LastNameJianghuai Lin
 Comapany NameTaoping Inc.
 November 30, 2022 Page 2
 FirstName LastName
Jianghuai Lin
Taoping Inc.
November 30, 2022
Page 2
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(f) Accounts Receivable, Accounts Receivable-related parties and Concentration of Risk, page F-
20
3.We note your response to prior comment 7.  Please address the following separately for
accounts receivable and accounts receivable-related parties:
•Tell us your typical payment terms included within your contracts with customers.
•Explain why you do not begin to provide a provision for credit loss until receivables
are unpaid for more than a year.
•For receivables outstanding as of December 31, 2020, December 31, 2021, and June
30, 2022, please tell us the reporting period in which the underlying revenue was
recognized, differentiating between receivables with an allowance and those without
an allowance.
Also, please explain the underlying factors that led to nearly 98% of your related party
receivables being deemed uncollectable as of December 31, 2021.
(n) Cryptocurrencies, page F-22
4.We note your response to prior comment 8. Please revise to present cryptocurrency
impairment outside of administrative expense in the statement of operations.  We refer to
guidance in Item 5-3(b)(6) of Regulation S-X.
5.As a related matter, the presentation of impairment losses and realized gains or losses of
the same asset should be classified on a consistent basis.  Please revise to classify your
gains and losses from the sales of cryptocurrencies within loss from operations, consistent
with your presentation of impairment losses on cryptocurrencies. Refer to ASC 610-20-
45-1.
Revenue - Cryptocurrency mining, page F-25
6.We note your response to prior comment 13. For your contracts with mining pool
operators that involve promises of non-cash consideration, we are unable to agree that fair
value at contract inception does not apply to you. As noted in ASC 606-10-32-21, the
transaction price in these scenarios should be measured at the estimated fair value of the
non-cash consideration at contract inception. Please revise accordingly.  Also, you
disclose on page F-25 that consideration from these contracts is variable.  Please refer to
ASC 606-10-32-5 through 32-14, 32-21 through 32-23, and 50-20 and address
the following:
•Tell us when you consider contract inception to occur.
•Explain how you determined that it is not probable that a significant reversal of
cumulative revenue will not occur.
•Describe the extent to which you constrain your variable consideration and why.
•Discuss how and when you reassess your variable consideration.
•Provide us with a timeline that more clearly describes the typical length of time from

 FirstName LastNameJianghuai Lin
 Comapany NameTaoping Inc.
 November 30, 2022 Page 3
 FirstName LastName
Jianghuai Lin
Taoping Inc.
November 30, 2022
Page 3
contract inception to receipt of noncash consideration, including successful
placement of a block, earning an award from the pool operator, receipt of
confirmation, and receipt of consideration.
7.We note your response to prior comments 13 and 14. In light of the daily volatility
observed within cryptocurrency markets, please explain in detail how you determined that
the fair value at contract inception is not materially different than each of the following:
•quoted closing price per Yahoo Finance on the date the cryptocurrency is received
•fair value at the time you earn the award from the pool operator
•fair value at the time you receive confirmation of the consideration you will receive
8.We note your response to prior comment 14 and disclosures on page 13 which mention
your FTX trading account.  If you file another amendment to your Form 20-F for the fiscal
period ended December 31, 2021, as part of subsequent events, consider disclosing the
extent that FTX's recent bankruptcy has materially impacted your business, financial
condition and/or results of operations.  We refer to guidance in ASC 855-10-50-2.
9.We note your response to prior comment 15.  Please revise to clarify that although your
performance obligation in your contracts with the mining pool operator is the provision of
computing power, you are not entitled to any compensation for computing power provided
when the pool operator is unsuccessful in placing a block to the blockchain.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Inessa
Kessman, Senior Staff Accountant, at (202) 551-3371 if you have questions regarding comments
on the financial statements and related matters.  Please contact Alexandra Barone, Staff
Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin Sun

CORRESP
1
filename1.htm

Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

October
31, 2022

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC. 20549

Attn:
Priscilla Dao

    Re:
    Taoping
    Inc.

    Form
    20-F for the Fiscal Year Ended December 31, 2021

    File
    No. 001-35722

Ladies
and Gentlemen:

We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated September
22, 2022, providing the Staff’s comments with respect to the above-referenced Company’s Annual Report on Form 20-F (the “Form
20-F”). Concurrently with the submission of this letter, the Company is submitting its Amendment No. 1 to the Form 20-F (the
“Amendment No. 1”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Form
20-F for the Fiscal Year Ended December 31, 2021

Item
3. Key Information, page 2

 1. We
                                            note your corporate structure diagram on page 41. Please identify clearly the entity in which
                                            public investors own ordinary shares and the entity(ies) in which the company’s operations
                                            are conducted. Describe the relevant contractual agreements between the entities and how
                                            this type of corporate structure may affect investors and the value of their investment,
                                            including how and why the contractual arrangements may be less effective than direct ownership
                                            and that the company may incur substantial costs to enforce the terms of the arrangements.

Response:
We note the Staff’s comment, and in response thereto, we have revised our disclosures on page 2. We provided an updated
corporate structure as of December 31, 2021 to clearly identify the entity in which public investors own ordinary shares and the entity(ies)
in which the company’s operations are conducted.

U.S.
Securities and Exchange Commission

October
31, 2022

Page
2

*Pink
box in the diagram indicates the entity in which public investors own ordinary shares.

Blue
boxes in the diagram indicate the entity(ies) in which the Company’s operations were conducted as of December 31, 2021.

Grey
boxes in the diagram indicate the entities that had nominal operations as of December 31, 2021.

We
hereby respectfully advise the Staff that beginning on September 2021, we have a direct ownership corporate structure where the entity
in which public investors own ordinary shares is Taoping Inc., a holding company incorporated in the British Virgin Islands (“Taoping”).
Our operations are conducted through various subsidiaries that Taoping directly and indirectly owns, primarily in Hong Kong, mainland
China and Kazakhstan. The variable interest entity (“VIE”) structure that we adopted historically was dissolved in September
2021, and since then, all of the operating entities have been owned by us through direct ownership. While the VIE structure was in place,
we did not experience any difficulty in controlling the operating entities and the terms of the contractual agreements relating to the
VIE structure had been complied with by the parties to such agreements. Since the Company currently operates under a direct ownership
corporate structure, we believe the risks relating to contractual arrangements, such as that the contractual arrangements may be less
effective than direct ownership and that the company may incur substantial costs to enforce the terms of the arrangements, are not applicable.

 2. In
                                            your summary of risk factors, provide a specific cross-reference to the more detailed risk
                                            factor.

Response:
We respectfully advise the Staff that we have revised the disclosures in the summary of risk factors to provide a specific cross-reference
to the more detailed risk factor.

 3. We
                                            note your disclosure on page 4 related to the permissions and approvals to offer securities.
                                            Please revise to discuss any permissions and approvals required to be obtained from Chinese
                                            authorities to operate your business. Also, if you determine no permissions are required,
                                            provide an explanation as to whether you consulted counsel and, if not, why you did not consult
                                            counsel and why you believe you do not need any permissions or approvals.

Response:
In response to the Staff’s comment, we added a section titled “Regulatory Permissions to Operate Business” immediately
preceding the “Summary of Risk Factors” section to disclose the permissions and approvals required to be obtained from Chinese
authorities to operate our business.

U.S.
                                            Securities and Exchange Commission

October
31, 2022

Page
3

Cash
is transferred through our organization in the following manner, page 3

 4. Please
                                            revise to quantify the extent to which transfers, dividends or distributions have been made
                                            to date between your subsidiaries.

Response:
In response to the Staff’s comment, we added a table to quantify the extent to which transfers, dividends or distributions have
been made between our subsidiaries for the fiscal years ended December 31, 2020 and 2021. The table and its accompanying notes are also
provided below:

    Years
                                            Ended

                                                                  December
                                            31,

    Cash
    Flows Between Subsidiaries(1)
      2020
      2021

    Advances between
    subsidiaries(2)
      973,558
      11,396,890

    Settlement of trade credits
    between subsidiaries(3)
      -
      -

    Additional paid-in capital
    by immediate parent company
      -
      7,064,437

    Intercompany dividends or
    other distributions
      -
      -

(1)
For ease of comparison over the financial periods presented, the “subsidiaries” in the table above include consolidated VIE
entities as to the years ended December 31, 2020 and the first nine months of 2021.

(2)
Represent the sum of advances among offshore subsidiaries (including BVI subsidiary, Hong Kong subsidiaries and Kazakhstan subsidiaries),
and between such offshore subsidiaries and PRC subsidiaries in mainland China. These advances were made in the ordinary course of business,
payable on demand and interest free.

(3)
The trade credits extended between subsidiaries primarily related to provision of technical services, sales of products, and sublease
of office between PRC subsidiaries. For the years ended December 31, 2020 and 2021, the trade credits between subsidiaries amounted to
$944,715 and $323,383, respectively. The Company’s subsidiaries only record but do not settle the trade credits in
cash between them, which is allowed under the PRC laws.

 5. Please
                                            revise to disclose, as you do on pages 28 and 73-74, any restrictions on foreign exchange
                                            and your ability to transfer cash across borders and to U.S. investors.

Response:
We respectfully advise the Staff that we have added a subsection titled “Restrictions on Cash Transfers” on pages
4-5 to disclose the applicable restrictions on foreign exchange and our ability to transfer cash across borders and to U.S. investors.

U.S.
                                            Securities and Exchange Commission

October
31, 2022

Page
4

Consolidated
Financial Statements

Consolidated
Statements of Cash Flows, page F-11

 6. Revise
                                            your disclosure to clarify that there are no cash flows from cryptocurrencies included in
                                            net cash used in operating activities since the revenue recognized from mining is a noncash
                                            activity. In this regard, please revise your statement on page F-22 and elsewhere that “cryptocurrencies
                                            awarded to the Company through its mining activities are included within operating activities
                                            on the accompanying consolidated statements of cash flows”.

Response:
We have made revisions to the relevant paragraph on page 81 and to Note 2(n) to the consolidated financial statements on page
F-22 as follows:

“There
are no cash flows from cryptocurrencies included in net cash used in operating activities since the revenue recognized from mining is
a noncash activity. The sales of cryptocurrencies are included within investing activities in the consolidated statements of cash flows
and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations.
The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.”

Notes
to the Consolidated Financial Statements

2.
Summary of Significant Accounting Policies

(f)
Accounts Receivable, Accounts Receivable-related parties, and Concentration of Risk, page F-20

 7. We
                                            note that your allowance for credit losses is approximately 63% of third party accounts receivable
                                            and 98% of accounts receivable - related parties. We also note that your accounts receivable
                                            balance before allowance for credit losses is 138% of your revenue for the year ended December
                                            31, 2021. Please provide a detailed, company specific analysis of how you determined your
                                            allowance for credit loss balance. Your analysis should discuss specific accounts receivable
                                            balances, their aging, and when you determined they were uncollectable. Your analysis should
                                            also note if certain balances related to one or more significant customers. In addition,
                                            disclose how you considered ASC 606-10-25-1(e) and ASC 606-10-55-3A through 606-10-55-3C
                                            when determining revenue recognition was appropriate.

 (1) Please
                                            provide a detailed, company specific analysis of how you determined your allowance for credit
                                            loss balance. Your analysis should discuss specific accounts receivable balances, their aging,
                                            and when you determined they were uncollectable. Your analysis should also note if certain
                                            balances related to one or more significant customers.

Response:
The Company determined the allowance for credit loss balance by considering ASC 326 - Current Expected Credit Loss.

The
Company adopted ASC 326 the credit loss accounting standard that requires accounts receivable to be carried at carrying amount less an
allowance for credit loss, if any. The Company maintains an allowance for credit losses resulting from the potential inability of its
customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular
and ongoing basis. The Company has regularly examined the internal historically collectability based on receivable aging schedules to
assess expected credit losses collectively (ASC 326-20-30-3). The Company has also included in calculation of allowance for credit losses,
the potential impact of the COVID-19 pandemic on our customers businesses and their ability to pay the accounts receivable (ASC 326-20-30-7
and 326-20-30-8).

U.S.
Securities and Exchange Commission

October
31, 2022

Page
5

The
Company evaluates the creditworthiness of all its customers individually before accepting them and continuously monitors the recoverability
of accounts receivable. The Company assesses expected credit losses on receivables with similar risk characteristics collectively. If
collectability of a customer account becomes significantly deviated from the norm of collection period of the Company’s receivables
during review of customer accounts, or any event indicates the customer’s financial condition being under stress, the specific
identification method will be used to estimate and record credit loss allowance for the account. At the same time, the Company may cease
further sales or services to such customer. The following are some of the factors that the Company considers in determining whether to
discontinue sales, record as contra revenue or allowance for credit losses:

    ●
    the
    customer fails to comply with its payment schedule;

    ●
    the
    customer is in serious financial difficulty;

    ●
    a
    significant dispute with the customer has occurred regarding job progress or other matters;

    ●
    the
    customer breaches any of the contractual obligations;

    ●
    the
    customer appears to be financially distressed due to economic or legal factors;

    ●
    the
    business between the customer and the Company is not active; and

    ●
    other
    objective evidence indicates non-collectability of the accounts receivable.

The
provision for credit loss is as following:

    Aging
    of accounts receivable
    Provision
    for credit loss

    Less
    than 1 year
    0%

    Greater
    than 1 year and less than 2 years
    25%

    Greater
    than 2 years and less than 3 years
    75%

    Over
    3 years
    100%

The
Company has also periodically adjusted credit terms to customers according to market circumstances and overall economic condition. Therefore,
the Company believes that the method of being used to assess credit loss is practical, consistent, faithful, and relevant in accordance
to ASC 326-20-55-7.

In
practical applications, firstly, the Company made provision for credit loss at each period end according to the aging of accounts receivable
balances. Secondly, the Company made further provision for credit loss based on the ASC 326 accounting standards and its own operational
characteristics, at each period end, in the following three situations:

A.
Customers who closed due to the COVID-19 pandemic after year 2020.

B.
Customers whose financial situation deteriorates after year 2020 and whose payment cannot be improved in the short term.

C.
Customers who have no transactions or sporadic transactions with the Company during the reporting period.

The
certain balances are not related to one or more significant customers.

U.S.
Securities and Exchange Commission

October
31, 2022

Page
6

 (2) In
                                            addition, disclose how you considered ASC 606-10-25-1(e) and ASC 606-10-55-3A through 606-10-55-3C
                                            when determining revenue recognition was appropriate.

Response:
For Collectability Threshold, refer to ASC 606-10-25-1(e) and 606-10-55-3(a) through 55-3(c). It is probable that the entity will
collect substantially all of the consideration to which it will be entitled in exchange for the

United States securities and exchange commission logo
September 22, 2022
Liqiong (Iris) Yan
Chief Financial Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
File No. 001-35722
Dear Ms. Yan:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 3. Key Information, page 2
1.We note your corporate structure diagram on page 41. Please identify clearly the entity in
which public investors own ordinary shares and the entity(ies) in which the company’s
operations are conducted. Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements.
2.In your summary of risk factors, provide a specific cross-reference to the more detailed
risk factor.
3.We note your disclosure on page 4 related to the permissions and approvals to offer
securities. Please revise to discuss any permissions and approvals required to be obtained
from Chinese authorities to operate your business. Also, if you determine no permissions

 FirstName LastNameLiqiong (Iris) Yan
 Comapany NameTaoping Inc.
 September 22, 2022 Page 2
 FirstName LastNameLiqiong (Iris) Yan
Taoping Inc.
September 22, 2022
Page 2
are required, provide an explanation as to whether you consulted counsel and, if not, why
you did not consult counsel and why you believe you do not need any permissions or
approvals.
Cash is transferred through our organization in the following manner, page 3
4.Please revise to quantify the extent to which transfers, dividends or distributions have
been made to date between your subsidiaries.
5.Please revise to disclose, as you do on pages 28 and 73-74, any restrictions on foreign
exchange and your ability to transfer cash across borders and to U.S. investors.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-11
6.Revise your disclosure to clarify that there are no cash flows from cryptocurrencies
included in net cash used in operating activities since the revenue recognized from mining
is a noncash activity.  In this regard, please revise your statement on page F-22 and
elsewhere that “cryptocurrencies awarded to the Company through its mining activities
are included within operating activities on the accompanying consolidated statements of
cash flows”.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(f) Accounts Receivable, Accounts Receivable-related parties, and Concentration of Risk, page
F-20
7.We note that your allowance for credit losses is approximately 63% of third party
accounts receivable and 98% of accounts receivable - related parties.   We also note that
your accounts receivable balance before allowance for credit losses is 138% of your
revenue for the year ended December 31, 2021.  Please provide a detailed, company
specific analysis of how you determined your allowance for credit loss balance.  Your
analysis should discuss specific accounts receivable balances, their aging, and when you
determined they were uncollectable.  Your analysis should also note if certain balances
related to one or more significant customers.  In addition, disclose how you considered
ASC 606-10-25-1(e) and ASC 606-10-55-3A through 606-10-55-3C when determining
revenue recognition was appropriate.
(n) Cryptocurrencies, page F-22
8.So that we may better understand your accounting policies for cryptocurrencies, please
address the following:
•Revise to describe your accounting policies for disposal and de-recognition of
cryptocurrencies, including how you determine if you have transferred control of
your cryptocurrencies and how you determine gains or losses on disposal or de-
recognition.  Refer to ASC 610-20.

 FirstName LastNameLiqiong (Iris) Yan
 Comapany NameTaoping Inc.
 September 22, 2022 Page 3
 FirstName LastNameLiqiong (Iris) Yan
Taoping Inc.
September 22, 2022
Page 3
•Revise to clarify where you classify cryptocurrency impairment losses on your
statements of operations and tell us the accounting literature you relied upon to
support this presentation.
•Describe to us in detail your reasons for classifying gains and losses from the sale of
cryptocurrency outside of loss from operations and cite the authoritative accounting
literature that supports your presentation.
9.Please provide us with an accounting analysis to explain why you believe it is appropriate
to classify cash flows from selling cryptocurrencies within investing activities. Also tell us
how you present the cash outflows for purchases of cryptocurrencies and explain the basis
for such classification. Please refer to ASC 230-10.
Revenue - Cryptocurrency mining, page F-25
10.We note your disclosure on page 66 regarding Ethereum mining.  Please revise to
disclose, if true, that you mine both the Bitcoin and Ethereum blockchain.  To the extent
that your accounting policies differ depending on the type of cryptocurrency mined, please
also revise your accounting policies to address those differences accordingly.
11.You disclose on page F-25 that contracts are terminable under certain circumstances.
Please supplementally address the following:
•Describe the circumstances under which contracts are terminable.
•Tell us if the contracts are terminable without compensating the other party.
•Tell us for what period each party to your contract has enforceable rights and
obligations and the basis for your conclusion.
•Clarify if your right or the pool operator’s right to terminate the contract governing
your participation in the pool is conditional.
•Summarize the material rights and obligations of each party to your pool participation
contracts.
12.We note your disclosure that your performance obligation in your contracts with mining
pool operators is the provision of computing power. Please revise to clarify whether you
satisfy your performance obligation over time or at a point in time. Please provide us with
your analysis demonstrating how you considered ASC 606-10-25-24.
13.You disclose that, "The transaction consideration the Company receives, if any, is
noncash consideration, which the Company measures at fair value using the quoted price
of the related cryptocurrency on the date received, which is not materially different than
the fair value at the contract inception or at the time the Company has earned the award
from the pools."   In this regard, please tell us how you determined that the fair value of
the noncash consideration on the date received is not materially different than the fair
value at contract inception.  Also, explain why your disclosure addresses the difference
between the fair value of the noncash consideration on the date received and its fair value
when you earn the award from the pools.  Refer to ASC 606-10-32-21 to 32-24.

 FirstName LastNameLiqiong (Iris) Yan
 Comapany NameTaoping Inc.
 September 22, 2022 Page 4
 FirstName LastName
Liqiong (Iris) Yan
Taoping Inc.
September 22, 2022
Page 4
14.Please revise to clarify when you recognize revenue.  We note that revenue is recognized
when you receive confirmation of the consideration you will receive.  However, you also
disclose that noncash consideration is measured on the date received.  Since it appears that
the confirmation is received prior to the receipt of the noncash consideration, it is
unclear how you are able to measure the amount of revenue to recognize upon receipt of
the confirmation.  Please supplementally clarify the time periods between successful
placement of a block on the blockchain by the pool operator, receipt of confirmation, and
receipt of consideration.
15.Please clearly disclose your reward sharing mechanism as a pool participant. In this
regard, clarify the extent to which you are entitled to any compensation for computing
power provided for a block that the pool operator is not successful in placing. In addition,
tell us and disclose the amount of block rewards earned separately from the amount of any
fees for transaction verification.
16.We note your reference to digital asset transaction fees.  Please describe to us, in detail,
the types of fees you are charged by the mining pool operators and how you account for
those fees. Please also tell us whether you receive consideration net of these fees or if you
make a separate payment to the mining pool operator for digital asset transaction fees.
Finally, describe in detail how you considered ASC 606-10-32 in determining the
transaction price in your contracts with mining pool operators.
6. Related Party Transactions, page F-33
17.We note based on your disclosure on page F-20 that accounts receivable from related
parties increased from $12,017,651 to $16,032,134 from December 31, 2020 to December
31, 2021.  However, you only discuss $0.1 million and $27,000 of related party revenue
for the year ended December 31, 2021.  Please clarify and revise to disclose all of your
related party revenue.
18.Please disclose total gross accounts receivable from related parties as well as total
allowance for credit losses from related parties for each period presented. Disclose when
the original revenue and accounts receivable were recorded and when you determined the
majority of this revenue would not be collected. Confirm, if true, that this uncollectable
accounts receivable was from Taoping New Media Co., Ltd. (TNM) and its affiliates, an
entity controlled by Mr. Lin, your Chairman and Chief Executive Officer.
10. Cryptocurrencies, page F-34
19.Please revise your rollforward to include a separate column for each type of
cryptocurrency held, acquired or sold during the periods presented.

 FirstName LastNameLiqiong (Iris) Yan
 Comapany NameTaoping Inc.
 September 22, 2022 Page 5
 FirstName LastName
Liqiong (Iris) Yan
Taoping Inc.
September 22, 2022
Page 5
General
20.We note your risk factor on page 37. Please revise to also include a separate
Enforceability section to address the difficulty of bringing actions against your officers
and directors who are located in Hong Kong and enforcing judgments against them.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Inessa
Kessman, Senior Staff Accountant, at (202) 551-3371 if you have questions regarding comments
on the financial statements and related matters.  Please contact Alexandra Barone, Staff
Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jianghuai Lin

CORRESP
1
filename1.htm

Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

June
29, 2022

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Priscilla Dao

    Re:
    Taoping
    Inc.

    Registration
Statement on Form F-3

    File
No. 333-262181

Dear
Ms. Dao:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the
above-referenced Registration Statement of Taoping Inc. (the “Company”) so that it will become effective at 4:30 p.m.,
Eastern Time, on Friday, July 1, 2022, or as soon thereafter as practicable.

Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very
    truly yours,

    Taoping
    Inc.

    By:
    /s/
    Jianghuai Lin

    Name:
    Jianghuai
    Lin

    Title:
    Chief
    Executive Officer

cc:
Kevin (Qixiang) Sun, Bevilacqua PLLC

CORRESP
1
filename1.htm

Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

June
9, 2022

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC. 20549

Attn:
Priscilla Dao

    Re:
    Taoping
    Inc.

    Amendment
    No. 2 to Registration Statement on Form F-3

    Filed
    May 20, 2022

    File
    No. 333-262181

Ladies
and Gentlemen:

We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated June
6, 2022, providing the Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3
(as amended, the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting
its Amendment No. 3 to the Registration Statement (the “Amendment No. 3”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 2 to Registration Statement on Form F-3

Cover
Page

    1.
    Please
    revise your disclosure to remove the exclusion of Taiwan, Hong Kong and Macau from the definition of the PRC and China.

    Response:
    We note the Staff’s comment and advise the Staff that we revised the cover page to remove the exclusion of Taiwan, Hong Kong
    and Macau from the definition of the PRC and China.

Prospectus
Summary, page 2

    2.
    We
    note your response to prior comment 3. Please disclose in the filing itself that your determination that none of Taoping or its subsidiaries
    are required to obtain additional licenses or permits beyond a regular business license for their operations in China is based on
    the legal analysis of your in-house legal counsel, who is a licensed attorney in the PRC.

    Response:
    We note the Staff’s comment and advise the Staff that we revised Prospectus Summary to disclose that our determination that
    none of Taoping or its subsidiaries are required to obtain additional licenses or permits beyond a regular business license for their
    operations in China is based on the legal analysis of our in-house legal counsel, who is a licensed attorney in the PRC.

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    Taoping
    Inc.

    By:
    /s/
    Jianghuai Lin

    Jianghuai
    Lin

    Chief
    Executive Officer

    cc:
    Kevin
    Sun, Esq.

United States securities and exchange commission logo
June 6, 2022
Iris Yan
Chief Financial Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 2 to Registration Statement on Form F-3
Filed May 20, 2022
File No. 333-262181
Dear Ms. Yan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 11, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
1.Please revise your disclosure to remove the exclusion of Taiwan, Hong Kong and Macau
from the definition of the PRC and China.

 FirstName LastNameIris Yan
 Comapany NameTaoping Inc.
 June 6, 2022 Page 2
 FirstName LastName
Iris Yan
Taoping Inc.
June 6, 2022
Page 2
Prospectus Summary
Regulatory Permissions to Operate Business, page 7
2.We note your response to prior comment 3. Please disclose in the filing itself that
your determination that none of Taoping or its subsidiaries are required to obtain
additional licenses or permits beyond a regular business license for their operations in
China is based on the legal analysis of your in-house legal counsel, who is a licensed
attorney in the PRC.
            You may contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun

CORRESP
1
filename1.htm

Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

May
20, 2022

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC. 20549

Attn:
Priscilla Dao

    Re:
    Taoping
    Inc.

    Amendment
    No. 1 to Registration Statement on Form F-3

    Filed
    February 18, 2022

    File
    No. 333-262181

Ladies
and Gentlemen:

We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April
11, 2022, providing the Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3
(as amended, the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting
its Amendment No. 2 to the Registration Statement (the “Amendment No. 2”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 1 to Registration Statement on Form F-3

Cover
Page

    1.
    Please
    clarify that the HFCA Act has a three year timeframe for PCAOB inspections and the Accelerating HFCA Act would reduce this to two
    years.

    Response:
    We note the Staff’s comment and advise the Staff that we revised the cover page to clarify that the HFCA Act has a three year
    timeframe for PCAOB inspections and the Accelerating HFCA Act, if enacted, would reduce this to two years.

    2.
    Please
    disclose whether any transfers, dividends or distributions have been made to date between the holding company and its subsidiaries.
    Please note that disclosure should focus on distributions between subsidiaries or limitations on the ability to transfer cash between
    subsidiaries. Please also disclose whether you have cash management policies and procedures that dictate how funds are transferred,
    and if so, describe these policies and procedures (e.g., a policy that addresses how you handle any limitations on cash transfers
    due to PRC law).

    Response:
    We note the Staff’s comment and advise the Staff that we revised the cover page to disclose that none of our subsidiaries have
    made any transfers, dividends or other distributions to Taoping Inc., the holding company. Historically cash proceeds raised from
    overseas financing activities were transferred by Taoping to its Chinese subsidiaries via capital contribution or shareholder loans,
    as the case may be. In addition, our subsidiaries in mainland China from time to time fund other subsidiaries’ operations.
    Under current PRC laws and regulations, each of our subsidiaries in mainland China is required to set aside at least 10% of its after-tax
    profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. These reserves are
    not distributable as cash dividends. Other than above, current PRC regulations do not prohibit or limit using cash generated from
    one subsidiary to fund another subsidiary’s operations. The Company does not have cash management policies and procedures that
    dictate how funds are transferred.

U.S.
Securities and Exchange Commission

May
20, 2022

Page
2

Prospectus
Summary, page 2

    3.
    Disclose
    each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business.
    If you determine that no such permissions are required, please provide an explanation. If you relied on the opinion of counsel, you
    should identify counsel and file a consent. If you did not rely on counsel, please explain why you did not consult counsel and why
    you believe you do not need any such permissions or approvals.

    Response:
    We note the Staff’s comment and advise the Staff that we revised Prospectus Summary to disclose that we believe that none of
    Taoping or its subsidiaries are required to obtain additional licenses or permits beyond a regular business license for their operations
    in China. Our determination is based on the legal analysis of the Company’s in-house legal counsel, who is a licensed attorney
    in the PRC.

Summary
of Risk Factors, page 4

    4.
    Please
    provide specific cross-references to each detailed risk factor.

    Response:
    We note the Staff’s comment and advise the Staff that we revised the cross references in the Summary of Risk Factors to include
    the names and page numbers of the specific risk factors to which we are referring.

 General

    5.
    We
    note that your officers and directors appear to be located in Hong Kong. Please revise to include both risk factor disclosure as
    well as a separate enforceability section to address the difficulty of bringing actions against these individuals and enforcing judgments
    against them.

    Response:
    We note the Staff’s comment and advise the Staff that in the Amendment No. 2, we have revised our disclosures to address the
    risks and difficulty enforcing judgement against our officers and directors in Hong Kong. See “Risk Factors—Risks Relating
    to Doing Business in China — You may have difficulty enforcing judgments obtained against us” on page 17. In addition,
    we added an additional section under the heading “Enforcement of Civil Liabilities” to discuss the enforcement of judgment
    of US courts in Hong Kong.

U.S. Securities and Exchange Commission

May 20, 2022

Page 3

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    Taoping Inc.

    By:
    /s/
    Jianghuai Lin

    Jianghuai
    Lin

    Chief
Executive Officer

    cc:
    Kevin
    Sun, Esq.

United States securities and exchange commission logo
April 11, 2022
Iris Yan
Chief Financial Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Amendment No. 1 to Registration Statement on Form F-3
Filed February 18, 2022
File No. 333-262181
Dear Ms. Yan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
1.Please clarify that the HFCA Act has a three year timeframe for PCAOB inspections and
the Accelerating HFCA Act would reduce this to two years.
2.Please disclose whether any transfers, dividends or distributions have been made to date
between the holding company and its subsidiaries. Please note that disclosure should focus
on distributions between subsidiaries or limitations on the ability to transfer cash between
subsidiaries. Please also disclose whether you have cash management policies and
procedures that dictate how funds are transferred, and if so, describe these policies and
procedures (e.g., a policy that addresses how you handle any limitations on cash transfers
due to PRC law).

 FirstName LastNameIris Yan
 Comapany NameTaoping Inc.
 April 11, 2022 Page 2
 FirstName LastName
Iris Yan
Taoping Inc.
April 11, 2022
Page 2
Prospectus Summary, page 2
3.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business. If you determine that no such
permissions are required, please provide an explanation.  If you relied on the opinion of
counsel, you should identify counsel and file a consent.  If you did not rely on counsel,
please explain why you did not consult counsel and why you believe you do not need any
such permissions or approvals.
Summary of Risk Factors, page 4
4.Please provide specific cross-references to each detailed risk factor.
General
5.We note that your officers and directors appear to be located in Hong Kong. Please revise
to include both risk factor disclosure as well as a separate enforceability section to address
the difficulty of bringing actions against these individuals and enforcing judgments
against them.
            You may contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun

CORRESP
1
filename1.htm

Taoping
Inc.

Unit
3102, 31/F, Citicorp Centre

18
Whitefield Road, Hong Kong

February
18, 2022

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC. 20549

Attn:
Priscilla Dao

    Re:
    Taoping
    Inc.

    Registration
    Statement on Form F-3

    Filed
    January 14, 2022

    File
    No. 333-262181

Ladies
and Gentlemen:

We
hereby submit the responses of Taoping Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated January
25, 2022, providing the Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3
(as amended, the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting
its Amendment No. 1 to the Registration Statement (the “Amendment No. 1”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Registration
Statement on Form F-3

Cover
Page

    1.
    Provide
    prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s
    operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
    the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer
    or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your
    disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the
    use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to
    conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether your auditor
    is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable
    Act and related regulations will affect your company. Your prospectus summary should address, but not necessarily be limited to,
    the risks highlighted on the prospectus cover page.

Response:
We revised our disclosures on the prospectus cover page according to the Staff’s comment. We provided prominent disclosure about
the legal and operational risks associated with being based in or having the majority of the company’s operations in China and
such risks could result in a material change in our operations and/or the value of the securities we are registering for sale or could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. In addition, we addressed how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact
our ability to conduct our business, accept foreign investments, or list on a U.S. or other foreign exchange. In addition, we disclosed
that on December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in mainland China of the People’s Republic of China and Hong Kong. Our current
registered public accounting firm, PKF, or our former registered public accounting firm, UHY LLP, is not headquartered in mainland China
or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. Our prospectus summary has also
addressed the risks highlighted on the prospectus cover page.

U.S.
Securities and Exchange Commission

February
18, 2022

Page
2

    2.
    Provide
    a description of how cash is transferred through your organization. Provide cross references to the consolidated financial statements.

Response:
We have added detailed descriptions of how cash is transferred through our organization and provided cross references to the consolidated
financial statements on the prospectus cover page.

Prospectus
Summary, page 2

    3.
    Disclose
    whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and whether the PCAOB can inspect
    the audit workpapers of the company’s China subsidiaries, and the implications to the company.

Response:
We have revised the prospectus summary and disclosed that our auditor is not subject to the determinations announced by the PCAOB on
December 16, 2021, and the PCAOB can inspect the audit workpapers of our China subsidiaries on page 5.

Risk
Factors, page 7

    4.
    We
    note your disclosure about the Holding Foreign Companies Accountable Act. Please expand your risk factors to disclose that the decrease
    in the number of “non-inspection years” from three years to two years would reduce the time before your securities may
    be prohibited from trading or delisted. Update your disclosure to reflect that, pursuant to the HFCAA, the PCAOB has issued its report
    notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered
    in mainland China or Hong Kong. Please also disclose whether the PCAOB can inspect the audit workpapers of the company’s China
    subsidiaries, and the implications to the company.

Response:
We have revised the risk factors and disclosed that the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act,
which if enacted into law would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on U.S.
stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive “non-inspection” years instead of
three. In addition, we disclosed that on December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable
to inspect or investigate completely registered public accounting firms headquartered in mainland China of the People’s Republic
of China and Hong Kong. Our current registered public accounting firm, PKF, or our former registered public accounting firm, UHY LLP,
is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.
They both are subject to full inspection by the PCAOB and the PCAOB is able to inspect the audit workpapers of our China subsidiaries,
as such workpapers are electronic files possessed by our registered public accounting firms.

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    Taoping
    Inc.

    By:
    /s/
    Jianghuai Lin

    Jianghuai
    Lin

    Chief
    Executive Officer

    cc:
    Kevin
Sun, Esq.

United States securities and exchange commission logo
January 25, 2022
Iris Yan
Chief Financial Officer
Taoping Inc.
Unit 3102, 31/F, Citicorp Centre
18 Whitefield Road, Hong Kong
Re:Taoping Inc.
Registration Statement on Form F-3
Filed January 14, 2022
File No. 333-262181
Dear Ms. Yan:
            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 F-3
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether

 FirstName LastNameIris Yan
 Comapany NameTaoping Inc.
 January 25, 2022 Page 2
 FirstName LastName
Iris Yan
Taoping Inc.
January 25, 2022
Page 2
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
2.Provide a description of how cash is transferred through your organization. Provide cross-
references to the consolidated financial statements.
Prospectus Summary, page 2
3.Disclose whether your auditor is subject to the determinations announced by the PCAOB
on December 16, 2021, and whether the PCAOB can inspect the audit workpapers of the
company’s China subsidiaries, and the implications to the company.
Risk Factors, page 7
4.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
expand your risk factors to disclose that the decrease in the number of “non-inspection
years” from three years to two years would reduce the time before your securities may be
prohibited from trading or delisted. Update your disclosure to reflect that, pursuant to the
HFCAA, the PCAOB has issued its report notifying the Commission of its determination
that it is unable to inspect or investigate completely accounting firms headquartered in
mainland China or Hong Kong. Please also disclose whether the PCAOB can inspect the
audit workpapers of the company’s China subsidiaries, and the implications to the
company.
            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.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun

CORRESP
1
filename1.htm

Taoping
Inc.

21st
Floor, Everbright Bank Building

Zhuzilin,
Futian District

Shenzhen,
Guangdong 518040

People’s
Republic of China

February
8, 2019

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Bernard Nolan

    Re:

    Taoping
    Inc.

    Registration
    Statement on Form F-3

    Filed
    January 22, 2019

    File
    No. 333-229323

Dear
Mr. Nolan:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request
the acceleration of the effective date of the above-referenced Registration Statement of Taoping Inc. (the “Company”)
so that it will become effective at 4:00 p.m., Eastern Time, on February 11, 2019, or as soon thereafter as practicable.

Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel of the Company, at (202) 618-1519 to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
Page Follows]

    Very truly yours,

    TAOPING INC.

    By:
    /s/
    Jianghuai Lin

    Name:
    Jianghuai
    Lin

    Title:
    Chief
    Executive Officer

cc:
Kevin (Qixiang) Sun, Bevilacqua PLLC

February 4, 2019
Jianghuai Lin
Chief Executive Officer
Taoping Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040
People's Republic of China
Re:Taoping Inc.
Registration Statement on Form F-3
Filed January 22, 2019
File No. 333-229323
Dear Mr. Lin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bernard Nolan, Attorney-Adviser, at (202) 551-6515 or, in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Kevin (Qixiang) Sun

December 12, 2013

Via Email
Jiang Huai Lin
Chief Executive Officer
China Information Technology, Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040

Re: China Information Technology, Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2012
Filed April 22, 2013
File No. 001 -35722

Dear Mr. Lin :

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

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

   China Information Technology, Inc.: Correspondence - Filed by newsfilecorp.com

    CHINA INFORMATION TECHNOLOGY, INC.

    21st Floor, Everbright Bank Building

    Zhuzilin, Futian District

    Shenzhen, Guangdong, 518040

    People’s Republic of China

    Tel: (+86) 755 8370 8333

November15, 2013

    By EDGAR Transmission

    Ms. Jaime John

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    Re:    China Information Technology, Inc.

    Form 20-F for the Fiscal Year Ended December 31,
      2012

    Filed April 22, 2013

    File No. 001-35722

Dear Ms. John:

     We hereby submit the responses of
China Information Technology, Inc. (the “Company”), to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s letter, dated November 1, 2013, providing
the Staff’s comments with respect to the above-referenced annual report on Form
20-F for the fiscal year ended December 31, 2012 (the “Form 20-F”).

     For the convenience of the Staff,
each of the Staff’s comments is included and is followed by the corresponding
response of the Company. Unless the context indicates otherwise, references in
this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

Item 3.D. Risk Factors

Risks Related to Doing Business in China, page 12

1. We note in your response to prior comment 1 that your
current auditors, GHP Horwath, P.C. (GHP), are located in Denver,
Colorado and the PCAOB has been making regular inspections of GHP’s audit work
and practices. Please provide additional information about the location and
availability of the audit work papers associated with your audit including
whether the work papers are located in the U.S. To the extent that the work
papers are located outside of the U.S. tell us whether GHP and the PCAOB have
access to the work papers.

Response: We have confirmed with our
auditor that all of the audit work papers associated with our audit are located
in the U.S. In addition, the PCAOB has access to these audit work papers in
connection with their regular inspections of GHP.

Item 5.B. Liquidity and Capital Resources

Intercompany Transfers, page 48

2. We note in your response to prior comment 2 that it
appears that your cash is held solely in U.S. dollars. Please confirm or
disclose by respective denominations as previously requested. Additionally,
confirm that you will include disclosure consistent with your response in future
filings.

    Division of Corporation Finance

    November 15, 2013

    Page 2

Response: Our cash held in the PRC (both
by VIEs and other entities) is deposited in RMB denomination. However, because
our cash located outside of the PRC is deposited in US$, in our response to the
prior comment 2, we also used US$ denomination to disclose our cash held in the
PRC. In our future filings, to avoid confusion, we intend to disclose our cash
held in the PRC as follows:

    Cash held by VIEs

    RMB 43,167,000
(approximately US$6,850,610)

    Cash held by other entities located in the PRC
(except
      VIEs noted above)

    RMB 87,896,600
(approximately
      US$13,949,190)

In addition, we hereby confirm that we will include disclosure
consistent with our response in future filings.

Item 8. Financial Statements

Notes to the Consolidated Financial Statements

Note 1. Organization and Principal Activities

 Amended and Restated MSA, page F-10

3. We note in your response to prior comment 3 that you
decided not to execute the pledge agreement. Please tell us when you decided not
to enter into the pledge agreement and revise your disclosure in future filings
to clarify that your pledge agreement was not executed.

Response: After the Amended and Restated
Management Service Agreement was executed on December 13, 2009, based on the
advice of the Company’s PRC legal counsel, in January 2010 all the parties to
the agreement decided not to enter into a pledge agreement. We hereby confirm
that we will revise our disclosure in future filings to clarify that the pledge
agreement was not executed.

Note 3. Variable Interest Entity, page F-17

4. We note the proposed disclosure for future filings
provided in response to prior comments 6 and 7. Please also revise your
disclosure to indicate that if the PRC government determines that you are not in
compliance with applicable laws you may be required to deconsolidate your
interest in iASPEC.

Response: We hereby confirm that in
addition to the proposed disclosure in our future filings to address the Staff’s
prior comments 6 and 7, we will revise our disclosure to indicate that if the
PRC government determines that we are not in compliance with applicable laws we
may be required to deconsolidate our interest in iASPEC.

5. We note your response to prior comment 9. Please confirm
that you will clarify your disclosure in future filings to be consistent with
your response. For example, indicate that the government licenses, permits and
certificates represent substantially all of the unrecognized revenue-producing
assets held by the VIE. Additionally, clarify that the recognized
revenue-producing assets held by the VIE consist of property, plant and
equipment and intangible assets and indicate how much of these assets are held
by the VIE.

    Division of Corporation Finance

    November 15, 2013

    Page 3

Response: In the future filings, the
company will clarify our disclosure to be consistent with our response, among
others, indicating that the government licenses, permits and certificates
represent substantially all of the unrecognized revenue-producing assets held by
the VIE, and will clarify that the recognized revenue-producing assets held by
the VIE consist of property, plant and equipment and intangible assets and
indicate how much of these assets are held by the VIE.

In connection with the Company’s response to the foregoing
comments, the Company hereby acknowledges that

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

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

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

     If you would like to discuss any
of the responses to the Staff’s comments or if you would like to discuss any
other matters, please contact the undersigned at (86) 755-88319888, or Woon-Wah
Siu, Esq. at (86) 21-6137-7924 of Pillsbury Winthrop Shaw Pittman LLP, our
outside special securities counsel.

    Sincerely,

    CHINA INFORMATION TECHNOLOGY, INC.

    By: /s/ Jiang Huai
      Lin

    Jiang Huai Lin

    Chief Executive Officer

November 1, 2013

Via Email
Jiang Huai Lin
Chief Executive Officer
China Information Technology, Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040

Re: China Information Technology, Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2012
Filed April 22, 2013
File No. 001 -35722

Dear Mr. Lin :

We have reviewed your letter dated September 18, 2013  in connection with the above -
referenced filing an d have the following comments.  In some of our comments , we may ask you
to provide us with information so we may better understand your disclosure.

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

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated  August 13, 2013 .

Item 3.D. Risk Factors

Risks Related to Doing Business in China, page 12

1. We note in your response to prior comment 1 that your current auditors, GHP Horwath,
P.C. (G HP), are located in Denver, Colorado and the PCAOB has been making regular
inspections of GHP’s audit work and practices.  Please provide additional information
about the location and availability of the audit work papers associated with your audit
includi ng whether the work papers are located in the U.S.  To the extent that the work
papers are located outside of the U.S. tell us whether GHP and the PCAOB have access
to the work papers.

Jiang Huai Lin
China Information Technology, Inc.
November 1, 2013
Page 2

 Item 5.B. Liquidity and Capital Resources

Intercompany Transfers, p age 48

2. We note in your response to prior comment 2 that it appears that your cash is held solely
in U.S. dollars.  Please confirm  or disclose by respective denominations as previously
requested .  Additionally, confirm that you will include disclosure cons istent with your
response in future filings.

Item 8. Financial Statements

Notes to the Consolidated Financial Statements

Note 1.  Organization and Principal Activities

Amended and Restated MSA, page F -10

3. We note in your response to prior comment 3 that you decided not to execute the pledge
agreement.  Please tell us when you decided not to enter into the pledge agreement and
revise your disclosure in future filings to clarify that your pledge agreement was  not
executed.

Note 3.  Variable Interest Entity, page F -17

4. We note the proposed disclosure for future filings provided in response to prior
comments 6 and 7.  Please also revise your disclosure to indicate that if the PRC
government determines that y ou are not in compliance with applicable laws you may be
required to deconsolidate your interest in iASPEC.

5. We note your response to prior comment 9.  Please confirm that you will clarify your
disclosure in future filings to be consistent with your respo nse.  For example, indicate
that the government licenses, permits and certificates represent substantially all of the
unrecognized revenue -producing assets held by the VIE.  Additionally, clarify that the
recognized revenue -producing assets held by the VIE consist of property, plant and
equipment and intangible assets and indicate how much of these assets are held by the
VIE.

Jiang Huai Lin
China Information Technology, Inc.
November 1, 2013
Page 3

 You may contact Jaime John at (202) 551 -3446 if you have questions regarding
comments on the financial statements and re lated m atters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

   China Information Technology, Inc.: Correspondence - Filed by newsfilecorp.com

CHINA INFORMATION TECHNOLOGY, INC.
21st
Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen,
Guangdong, 518040
People’s Republic of China
Tel: (+86) 755 8370 8333

September 18, 2013

By EDGAR Transmission
Ms. Jaime
John
Division of Corporation Finance
U.S. Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549

    Re:
    China Information Technology, Inc.

    Form 20-F for Fiscal Year Ended December 31,
      2012

    Filed April 22, 2013

    File No. 001-35722

Dear Ms. John:

We hereby submit the responses of China Information Technology,
Inc. (the “Company”), to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
letter, dated August 15, 2013, providing the Staff’s comments with respect to
the above-referenced annual report on Form 20-F for the fiscal year ended
December 31, 2012 (the “Form 20-F”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and
“our” refer to the Company on a consolidated basis.

Item 3.D. Risk Factors

Risks Related to Doing Business in China, page 12

1. As a public company, your auditor is required by law to
undergo regular Public Company Accounting Oversight Board (PCAOB) inspections to
assess its compliance with U.S. law and professional standards in connection
with its audits of financial statements filed with the SEC. The PCAOB, however,
is currently unable to inspect the audit work and practices of your auditor (see
http://pcaobus.org/International/Inspections/Pages/IssuerClientsWithoutAccessList.aspx).
As a result of this obstacle, investors in U.S. markets who rely on your
auditor’s audit reports are deprived of the benefits of PCAOB inspections of
auditors. Therefore, please state this fact under a separate risk factor
heading. Explain that this lack of inspection prevents the PCAOB from regularly
evaluating your auditor’s audits and its quality control procedures.

Response: We respectfully advise the Staff
that our current auditor is GHP Horwath, P.C. (“GHP”). GHP audited our
consolidated financial statements as of and for the years ended December 31,
2012 and 2011. The website noted in the comment lists neither our Company’s name
nor GHP’s. GHP's office is located in Denver, Colorado. We have confirmed with
GHP that the PCAOB has been making regular inspections and evaluating GHP’s
audit work and practices since 2004.

We understand that BDO Limited (Hong Kong), the auditor of our
consolidated financial statements as of and for the year ended December 31,
2010, is registered with the PCAOB and that the PCAOB is currently unable to inspect the audit work and practices of this firm. As our
current auditor, GHP, is subject to PCAOB inspection, and as our Form 20-F for
the year ending December 31, 2013 will not include the audit report of BDO
Limited (Hong Kong), we do not believe that investors in U.S. markets who rely
on the reports of our current auditor, GHP, are deprived of the benefits of
having PCAOB inspections.

Division of Corporation Finance
September 18, 2013
Page
2

On a going forward basis, if the facts and circumstances
change, we will address such matters as requested by the Staff in this comment.

Item 5.B. Liquidity and Capital Resources

Intercompany Transfers, page 48

2. We note your disclosure that restrictions on your net
assets include the conversion of local currency into foreign currencies. Please
disclose, by respective denominations, the amount of cash located in the PRC and
subject to restrictions, and cash located outside of the PRC. For entities
within China, disclose the amount of cash held by the VIEs separately from the
amount of cash held by other entities. In addition, describe the costs that
would be incurred to transfer cash outside of the PRC.
Response: As of December 31, 2012, the breakdown of our
cash and cash equivalents (including restricted cash) was as follows:

    Cash located outside of the PRC
    $
     295,213

    Cash held by VIEs

    6,850,610

    Cash held by other entities located in PRC
      (except VIEs noted above)

    13,949,190

    $
     21,095,013

We do not believe there would be any material costs incurred by
our company to transfer cash outside of the PRC. In addition, as our operations
are principally based in China, our non-PRC consolidated entities do not incur
material cash obligations. If the nature of our non-PRC consolidated entities’
businesses change in the future resulting in a need for material cash transfers
to them, we will assess the feasibility and plan any transfer in accordance with
foreign exchange regulations, taking into account tax consequences. Any company
which is registered in mainland China must apply to the State Administration of
Foreign Exchange for approval in order to remit foreign currency to any foreign
country and must comply with PRC’s statutory reserve requirement as disclosed in
Item 3 Key Information – D. Risk Factor of the Form 20-F. As we conduct all of
our operations in China, we do not believe that the inability to convert cash
and short-term investments held in RMB to other currencies will materially
affect our liquidity.

Item 8. Financial Statements

Notes to the Consolidated Financial Statements Note 1.
Organization and Principal Activities Amended and Restated MSA, page
F-10

Division of Corporation Finance

September 18, 2013

Page 3

3. We note that under your amended and restated Management Service Agreement your CEO

“agreed to” enter into a pledge agreement and register that agreement with the local Administration for Industry and Commerce. Please tell us whether that agreement has been executed and registered and describe the material
terms.

Response: After the Amended and Restated Management Service Agreement (the “Amended and Restated MSA”) was executed, based on the advice of the Company’s PRC legal counsel, all the parties to the agreement
decided not to enter into a pledge agreement. The Company’s PRC legal counsel advised the parties that pledging all equity interests in iASPEC by its shareholder to IST, a wholly foreign-owned enterprise existing under PRC laws, and
registering such pledge with the local Administration for Industry and Commerce could impair iASPEC’s PRC domestic company status and its ability to maintain its requisite government licenses and execute government projects.

4. Additionally, please tell us and disclose in future filings the terms of each contractual arrangement including the following:

the duration of the contract;

any renewal provisions including who must consent to renewal; and

any termination or revocability provisions including costs to terminate and who must consent to terminate.

Response:

(1) Amended and Restated Management Service Agreement

The Amended and Restated MSA was entered into as of December 13, 2009, by and among Information Security Technology (China) Co., Ltd., an indirectly wholly-owned subsidiary of the Company (“IST”), iASPEC Software Company Limited, a
limited liability Chinese company (“iASPEC”) and iASPEC’s sole shareholder, Mr. Jiang Huai Lin (“Mr. Lin”). The Amended and Restated MSA amended certain terms of the original Management Service Agreement which became
effective on July 1, 2007 and has a term of 30 years unless otherwise earlier terminated by the parties by one of the following means:

Either iASPEC or IST may terminate the Amended and Restated MSA immediately (a) upon the material breach by the other of its obligations and the failure of such party to cure such breach within 30 working days after written notice from the
non-breaching party; or (b) upon the filing of a voluntary or involuntary petition in bankruptcy by the other or of which the other is the subject, or the insolvency of the other, or the commencement of any proceedings placing the other in
receivership, or of any assignment by the other for the benefit of creditors; or

The Amended and Restated MSA may be terminated at any time by IST upon 90 calendar days’ written notice delivered to all other parties.

Upon any effective date of any termination of the Amended and Restated MSA: (a) IST will cease providing management services to iASPEC; (ii) IST will deliver to iASPEC all chops and seals of iASPEC; (iii) IST will deliver to iASPEC all of the
financial and other books and records of iASPEC, including any and all permits, licenses, certificates and other proprietary and operational documents and instruments; (iv) the senior managers who are recommended by IST and elected as directors of
iASPEC will resign from the Board of Directors of iASPEC in a lawful way; and (v) the software license that iASPEC granted to IST according to
the Amended and Restated MSA will terminate unless otherwise agreed by the parties.  In addition, any amounts owing from any party to any other party on the effective date of any termination under the terms of the Amended and Restated MSA will
continue to be due and owing despite such termination.

Division of Corporation Finance

September 18, 2013

Page 4

The Amended and Restated MSA does not have renewal provisions.  We expect that the parties to the Amended and Restated MSA will negotiate to extend the term of the agreement before its expiration.

(2) Purchase Option Agreement

On July 1, 2007, in connection with the execution of the original Management Service Agreement, IST entered into a purchase option agreement (the "Option Agreement") with iASPEC and the then shareholders of iASPEC. The Option Agreement will
terminate on the date IST exercises its purchase option and acquires all the shares or assets of iASPEC pursuant to the terms of the Option Agreement. The Option Agreement may be rescinded by IST upon 30 days’ notice without costs to
terminate. The Option Agreement does not have renewal provisions.

(3) Equity Transfer Agreement

On July 1, 2008, Mr. Jiang Huai Lin entered into an equity transfer agreement (the "Equity Transfer Agreement") with Mr. Jin Zhu Cai ("Mr. Cai"), the then owner of a 24% minority interest (the “Minority Interest”) in iASPEC, pursuant to
which Mr. Lin purchased the Minority Interest from Mr. Cai for a total consideration of RMB60 million (approximately $8.72 million).  The transaction was closed in September 2008 and as a result, Mr. Lin became the sole owner of iASPEC.

We will also disclose the requested information above in our future filings. Note 2. Summary of Significant Accounting Policies  (f) Accounts Receivable, Bills Receivable and Concentration of Risk, page F-11

5. We note the factors that you consider in determining whether to discontinue sales or record an allowance. Please tell us whether these factors are also considered in determining whether to discontinue revenue recognition for subsequent sales
to a particular customer as suggested in your November 10, 2011 response to staff comment 10.

Response: Yes, we also considered these factors in determining whether to discontinue revenue recognition for subsequent sales to a particular customer.

Note 3. Variable Interest Entity, page F-17

6. We note that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations and that if your ownership structure and current contractual arrangements are found to be in violation
of PRC laws and regulations you may be required to restructure. Please revise your disclosure in future filings to include the impact such actions may have on your ability to consolidate your subsidiaries and affiliates and provide us with a sample
of your proposed disclosure. Refer to ASC 810-10-50-2AA.

Division of Corporation Finance

September 18, 2013

Page 5

Response: We are not aware of any existing PRC laws or regulations for which our ownership structure and contractual arrangements could be determined to be in violation. The Company has also considered the PRC Regulation of the
Ministry of Commerce on Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “Regulation”), which came into effect on September 1, 2011. Based on our review, the
Regulation does not affect our conclusion because it expressly applies to pending transactions only, not transactions that had already been consummated prior to its promulgation as in our case.  Refer to our response to comment #7 below for our
proposed disclosure in future filings.

7. We note your disclosure on page F-17 regarding your belief that your contractual arrangements are valid and binding. You also state in your risk factor disclosures on page 10 that uncertainties in the PRC legal system may impede your ability
to enforce these contractual arrangements and could materially and adversely affect your business and operations. Please revise your disclosure in future filings to include a discussion of how the PRC legal system could limit your ability to enforce
the contractual arrangements should your VIEs or its shareholders fail to perform their obligations under the contractual arrangements and provide us with a sample of your proposed disclosure. Refer to ASC 810-10-50-2AA.

Response: We intend to revise the disclosure in our future filings to address the Staff’s comments in #6 and #7 as follows:

The Company is the primary beneficiary of iASPEC, pursuant to the MSA, and iASPEC qualifies as a variable interest entity of the Company subject to consolidation. Accordingly, the assets and liabilities and revenues and expenses of iASPEC have been
included in the accompanying consolidated financial statements. In the opinion of management, (i) the ownership structure of the Company, and the VIEs are in compliance with existing PRC laws and regulations; (ii) the contractual arrangements with
the VIEs and its shareholder are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the Company’s business operations are in compliance with existing PRC laws and regulations in all
material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. China’s legal system is a civil law system based on written statutes and unlike common law systems, it is
a system in which decided legal cases have little value as precedent. As a result, China’s administrative and judicial authorities have significant discretion in interpreting and implementing statutory and contractual terms, and it may be more
difficult to evaluate the outcome of administrative and judicial proceedings and the level of legal protection available than in more developed legal systems. Accordingly, the Company cannot be assured that PRC regulatory authorities will not
ultimately take a contrary view to its opinion with respect to the contractual arrangements with its VIEs. Because all of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the
PRC, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. If the VIEs or their respective shareholders fail to perform their respective obligations under the
contractual arrangements of which they are a party, the Company may have to incur substantial costs and resources to enforce its rights under the contracts and rely on legal remedies under PRC law, which may not be sufficient or effective.  Under
PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and the prevailing parties may only enforce the arbitration awards in PRC courts through arbitratio

August 15 , 2013

Via Facsimile
Jiang Huai Lin
Chief Executive Officer
China Information Technology, Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040

Re: China Information Technology, Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2012
Filed April 22, 2013
File No. 001 -35722

Dear Mr. Lin :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  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 o r 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 comment s, we may have  additional comments.

Item 3.D. Risk Factors

Risks Related to Doing Business in China, page 12

1. As a public company, your auditor is required by law to undergo regular Public Company
Accounting Oversight Board (PCAOB) inspections to assess its compliance with U.S.
law and professional standa rds in connection with its audits of financial statements filed
with the SEC.   The PCAOB, however, is currently unable to inspect the audit work and
practices of your auditor (see
http://pcaobus.org/International/Inspections/Pages/IssuerClientsWithoutAcces sList.aspx).
As a result of this obstacle, investors in U.S. markets who rely on your auditor’s audit
reports are deprived of the benefits of PCAOB inspections of auditors.   Therefore, please

Jiang Huai Lin
China Information Technology, Inc.
August 1 5, 2013
Page 2

 state this fact under a separate risk factor heading.  Explain t hat this lack of inspection
prevents the PCAOB from regularly evaluating your auditor’s audits and its quality
control procedures.

Item 5.B. Liquidity and Capital Resources

Intercompany Transfers, page 48

2. We note your disclosure that restrictions on yo ur net assets include the conversion of
local currency into foreign currencies .  Please disclose, by respective denominations, the
amount of cash located in the PRC and subject  to restrictions, and cash located outside of
the PRC.  For entities within Chin a, disclose the amount of cash held by the VIEs
separately from the amount of cash held by other entities.  In addition, describe the costs
that would be incurred to transfer cash outside of the PRC.

Item 8. Financial Statements

Notes to the Consolidat ed Financial Statements

Note 1.  Organization and Principal Activities

Amended and Restated MSA, page F -10

3. We note that under your amended and restated Management Service Agreement your
CEO “agreed to” enter into a pledge agreement and register that agreement with the local
Administration for Industry and Commerce.  Please tell us whether that agreement has
been executed and registered and describe the material terms.

4. Additionally, please tell us and disclose in future filings the terms of each contractual
arrangement including the following:

 the duration of the contract ;
 any renewal provisions including who must consent to renewal ; and
 any termination or revocability provisions including costs to terminate and  who
must consent to terminate.

Note 2.  Summary of Significant Accounting Policies

(f) Accounts Receivable, Bills Receivable and Concentration of Risk, page  F-11

5. We note the factors that you consider in determining whether to discontinue sales or
record an allowance .  Please tell us whether these factors are also considered in
determining whether to discontinue revenue recognition for subsequent sales to a

Jiang Huai Lin
China Information Technology, Inc.
August 1 5, 2013
Page 3

 particular customer as suggested in your November 10, 2011 response to staff comment
10.

Note 3.  Variable Interest Entity, page F -17

6. We note that there are substantial uncertainties regarding the interpretation and
application of current and future PRC  laws and regulations and that if your ownership
structure and current contractual arrangements are found to be in violation of PRC laws
and regulations you may be required to restructure.  Please revise your disclosure in
future filings to include the imp act such actions may have on your ability to consolidate
your subsidiaries and affiliates  and provide us with a sample of your proposed disclosure .
Refer to  ASC 810 -10-50-2AA.

7. We note your disclosure on page F -17 regarding your belief that your contract ual
arrangements are valid and binding.  You also state in your risk factor disclosures on
page 10 that uncertainties in the PRC legal system may impede y our ability to enforce
these contractual arrangements and could materially and adversely affect your b usiness
and operations .  Please revise  your disclosure in future filings  to include a discussion of
how the PRC legal system could limit your ability to enforce the contractual
arrangements should your VIEs or its shareholders fail to perform their obligat ions under
the contractual arrangements  and provide us with a sample of your proposed
disclosure .  Refer to  ASC 810 -10-50-2AA.

8. We note that you quantify the impact of the consolidation of iASPEC on total  assets  and
liabilities , non -controlling interest and net (loss) income attributable to the company  on
page F-18.  Please expand your disclosure in future filings to present the carrying
amounts and classification of the VIE ’s assets and liabilities on a more disaggregated
basis, including the intercompan y payable to the WFOE .  Refer to ASC 810 -10-50.2AA.d
and 3.bb .

9. Additionally, please describe the recognized and unrecognized revenue -producing assets
that are held by the VIE.  These assets may include licenses, trademarks, other
intellectual property, f acilities or assembled workforce .  Refer to ASC 810 -10-50-5A.d.

Note 10.  Land Use Rights and Intangible Assets

(c) Intangible Assets, page F -21

10. In light of the fact that you recorded a $ 12 million impairment on your purchased
software and a $27 million impairment on your goodwill, tell us whether you evaluated
your intangible assets for possible impairment under ASC 360 -10-35.

Jiang Huai Lin
China Information Technology, Inc.
August 1 5, 2013
Page 4

 We urge all persons who are responsible for the accuracy a nd adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relat ing to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

 the company may not assert staff comme nts 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 Jaime John at (202) 551 -3446 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

   China Information Technology, Inc.: Correspondence - Filed by newsfilecorp.com

CHINA INFORMATION TECHNOLOGY, INC.

21st Floor, Everbright Bank Building

Zhuzilin, Futian District

Shenzhen, Guangdong, 518040

People’s Republic of China

Tel: (+86) 755 8370 8333

July 24, 2012

By EDGAR Transmission

Mark P. Shuman

Branch Chief - Legal

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

China Information Technology, Inc.

Registration Statement on Form F-4

Filed June 21, 2012

File No. 333-182247

Dear Mr. Shuman:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), China Information Technology, Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the
“Commission”) accelerate the effectiveness of the above-referenced Registration Statement and declare such Registration Statement effective at 4:30 p.m. (Eastern Time) on Thursday, July 26, 2012, or as soon thereafter as practicable.

We acknowledge and agree that:

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

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

 If you have any questions or would like to discuss this request, please feel free to contact the undersigned at (86) 75583708333, or Woon-Wah Siu, Esq. at (86) 21-6137-7924 or Louis A. Bevilacqua, Esq. at (202) 663-8158, of Pillsbury Winthrop Shaw
Pittman LLP, our outside special securities counsel.

Very truly yours,

CHINA INFORMATION TECHNOLOGY, INC.

By: /s/ Jiang Huai Lin

Name: Jiang Huai Lin

Title: Chief Executive Officer

2

July 6, 2012

Via Email
Jiang Huai Lin
Chief Executive Officer
China Information Technology, Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040
People’s Republic of China

Re: China Information Technology, Inc.
  Registration Statement on Form F-4
Filed  June 21, 2012
  File No.  333-182247

Dear Mr. Lin :

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 .  Where 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.

General

1. We note from page 95 that you have incorporated certain documents by reference  into the
Form F -4.  Incorporation by reference is permitted pursuant to Item 11 or  13 of Form S -4
only for companies that sa tisfy the requirements of Form F -3.  Please tell us the basis for
your apparent belief that you can incorporate by reference.  Revise  your Form F-4 to
include all required disclosure  if applicable  or advise us why you believe that
incorporation by  reference is appropriate.

Jiang Huai Lin
China Information Technology, Inc.
July 6, 2012
Page 2

 Summary

The Merger, page 10

2. We note your two diagrams on pages 10 and 11 depicting the corporate organizational
structure immediately before and after the merger.  Please cl arify in the summary section
whether you are proposing any additional organizational changes to your c orporate
structure other than the merger of the MergerSub with and into China Information
Technology, Inc. for purposes of a reincorporation merger.  Cons ider revising the chart
on page 10 to depict the entire organizational chart rather than referencing the chart on
page 11.

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequac y of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

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

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

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

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Jiang Huai Lin
China Information Technology, Inc.
July 6, 2012
Page 3

 You may contact Jan Woo, Attorney -Advisor,  at (202) 551 -3453  if you have questions.
If you need further assistance, please contact me at (202) 551 -3462.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via Email
Woon -Wah Siu , Esq.
Pillsbury Winthrop Shaw Pittman LLP