CONFIDENTIAL

January 6, 2017

Pamela A. Long Assistant Director

Office of Manufacturing and Construction

Asia Timmons-Pierce

Tracie Mariner

Terence O’Brien, Accounting Branch Chief

Chris Ronne, Staff Attorney

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	China Internet Nationwide Financial Services, Inc.
	Draft Registration Statement on Form F-1 Submitted November 04, 2016
	CIK No. 0001687542

Dear Mses. Long, Timmons-Pierce and Mariner and Messrs. O’Brien and Ronne,

On behalf of our client, China Internet Nationwide Financial Services, Inc. , a foreign private issuer organized under the laws of the British Virgin Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 1, 2016. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Draft Registration Statement”) and the related exhibits via EDGAR to the Commission for confidential non-public review pursuant to the Jumpstart Our Business Startups Act.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Draft Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement.

In addition to adding and revising disclosure in response to the Staff’s comments, the Company has updated the Revised Draft Registration Statement to reflect the Company’s recent developments, appointment of underwriters and the terms of the proposed public offering. The Company recognizes that its financial statements will have to be updated before the Registration Statement were be declared effective and undertakes to file updated financial statements in its next filing with the Commission.

*           *           *

General

1. We note that you intend to provide significant additional information in amendments to your draft registration statement. To the extent practicable, please include this information in the next amendment to the draft registration statement on Form F-1. We will need adequate time to review the information and may have additional comments.

Noted.

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

The Company does not presently have any such written communications.

3. Please identify your lead underwriter(s) and your depositary in your next amendment to your registration statement on Form F-1. We will defer further review of your filing until this information is provided. See Item 501(b)(8) of Regulation S-K.

The Company has appointed Boustead Securities, LLC as lead underwriter and Network 1 Financial Securities, Inc. as co-underwriter. Also, the Company has decided to change its offering to an offering of ordinary shares instead of American Depository Shares and as such, there will not be an appointment of a depository. The Company has updated the Revised Draft Registration Statement to reflect the Company’s recent developments including the appointment of underwriters and the terms of the proposed public offering.

4. We note that you have an ongoing private placement of ordinary shares. Please explain how you solicited and negotiated the private offering existing concurrent with this registered offering and provide a factual and legal analysis for whether such private offering should be integrated with this proposed registered offering. For guidance, refer to Question 139.25 of Securities Act Sections Compliance and Disclosure Interpretations and S.E.C. Release No. 33-8828.

The Company has decided against conducting an ongoing private placement of ordinary shares and as such any reference to the placement has been deleted.

5. We note references throughout your prospectus to third-party sources, including iResearch for statistical, qualitative and comparative statements contained in your prospectus. Please provide us with copies of any materials that support third-party statements, appropriately marked to highlight the sections relied upon. Please also tell us if any reports were commissioned by you for use in connection with this registration statement and, if so, please file the consent as an exhibit. We note that you commissioned the report of Beijing Han Ding Century Consulting Company Limited. Please file a written consent of Beijing Han Ding Century Consulting Company Limited. See Rule 436 of Regulation C of the Securities Act of 1933.

The Company hereby provides copies of materials that support third-party statements, marked and highlighted for the Staff’s ease of reference.

Apart from the report by Beijing Han Ding Century Consulting Company, the Company has not commissioned any other reports in connection with this Registration Draft Statement. As instructed, a copy of the consent of Beijing Han Ding Century Consulting Company is attached to the Revised Draft Registration Statement as exhibit 23.4.

6. Please revise your Risk Factors section, and other sections as appropriate, to disclose whether your share pledge agreement is properly registered with the appropriate government authorities. If your share pledge agreement is not registered or registration is pending please describe the circumstances and describe the risk this may pose to your business.

All of the equity interest pledges with respect to the equity interests in Sheng Ying Xin according to the Share Pledge Agreement have been registered with Chaoyang branch of the Beijing Administration for Industry and Commerce in China on July 26, 2016. Pages 63- Contracts that give us effective control of the variable interest entity – Share Pledge Agreement, 117- Related Party Transactions – Contractual Arrangements between WFOE and Sheng Ying Xin – Share Pledge Agreement, F-22 – Share Pledge Agreement and F-31- Share Pledge Agreement of the Revised Draft Registration Statement have been revised to include this disclosure.

Prospectus Summary, page 5

Intermediary Bank Loan Advisory Services Industry, page 6

7. Please identify here and in corresponding disclosure on page 78 the source of the survey of SMEs in 2008.

In response to the Staff’s comment, we have provided the source of the survey of SMEs in 2008 on page 83 of the Revised Draft Registration Statement i.e. http://file.scirp.org/pdf/JSSM_2014062510302476.pdf.

Corporate History and Structure, page 10

8. We note that Sheng Ying Xin is owned by Mr. Lin your Chief Executive Officer. We also note that Mr. Lin and Ms. Sun, your Chief Financial Officer serves as management of Sheng Ying Xin. Please revise your organization chart to disclose the extent of common controlling ownership and common management.

In response to the Staff’s comment, the Company has revised the disclosure on page 12 of the Revised Draft Registration Statement to add two footnotes to the organization chart to disclose the extent of common controlling ownership and common management.

9. Please include a brief summary of your VIE agreements.

In response to the Staff’s comment, the Company has revised the disclosure on page 13 of the Revised Draft Registration Statement to include a summary of the VIE agreements.

The Offering, page 13

10. Please provide separate rows stating the amount of ordinary shares outstanding immediately prior to this offering and the amount of ADSs outstanding immediately prior to this offering.

In response to the Staff’s comments, we have included separate rows stating the amount of ordinary shares outstanding immediately prior to this offering. As the Company has decided against offering Ads, it will not be mentioning the amount of ADSs outstanding immediately prior to this offering.

11. In Listing on page 14, please reconcile your disclosure here that you intend to apply to have your ADSs listed on the NASDAQ Capital Market under the symbol “CIFS” with your disclosure on page 147 that you have applied to have your ordinary shares listed on the NASDAQ Capital Market under the symbol “CIFS”.

In response to the Staff’s comments, the Company has decided to list its ordinary shares on the NASDAQ Global Market and has revised its disclosure on page 143 of the Revised Draft Registration Statement to indicate its intention to apply to have its ordinary shares listed on the NASDAQ Global Market under the symbol “CIFS”.

Risk Factors, page 16

12. Please consolidate duplicative risk factors throughout, such as “A severe or prolonged downturn….” on pages 23 and 25 and risk factors “Successful strategic relationships…” on page 18 and “Successful strategic relationships…” on page 19. Additionally, please eliminate the use of redundant information throughout the prospectus, such as risk factor “PRC regulations relating to investments….” on page 35 and disclosure of Safe Circular 37 on page 104.

In response to the Staff’s comments, the Company has removed the duplicate risk factor and merged the two risks factors “Successful strategic relationships…” and “Successful strategic relationships…” on page 23.

In the Company’s opinion, the risk factor “PRC regulations relating to investments….” on page 40 and disclosure of “Safe Circular 37 on page 109” are not redundant. The former is a risk factor which investors should be cognizant of as a risk of investing in the Company while the latter is a discussion of the applicable regulations relating to dividend distribution. For the sake of clarity, we have added the following to the risk factor:

“For further discussion on SAFE Circular 37 and its impact on dividend distribution, please see below “Regulations Relating to Foreign Exchange and Dividend Distribution – SAFE Circular 37” on page 109.”

We had previously made three direct loans to selected clients in contravention of the PRC Lending General Provisions and may be subject to fines by the People’s Bank of China (“PBOC”), page 20

13. Please quantify the potential fines you could be subjected to so that investors may have better appreciation of the risk.

In response to the Staff’s comments, we have included the following disclosure in the said risk factor and on page 95 - Entrusted loans/direct loans:

“…and the amount of the potential fine would be no less than one time but no more than five times the gains that we obtained from such direct lending activities. The gains from said lending activities were approximately $1.95 million and accordingly, the potential fine would be no less than $1.95 million and no more than US$9.75 million.”

If the PRC government deems that the contractual…operations., page 29

14. Please disclose whether you believe you will be able to demonstrate a positive track record and experience in providing value-added telecommunications services in the event you must acquire a 50% or greater beneficial ownership in Sheng Ying Xin Management Consulting Co., Ltd. Please also disclose the governmental authorities that you will need to seek approval from and the relevant approval process time frame. Please update your disclosures on page 29 as appropriate.

In response to the Staff’s comments, we have included the following disclosure in the said risk factor:

“Accordingly, under current and applicable PRC laws, it is possible that we acquire up to 50% equity interests in Sheng Ying Xin., However, if we were to acquire more than 50% of the equity interests in Sheng Ying Xin, Sheng Ying Xin will lose its ICP License. Under current PRC laws, any foreign-invested entity providing value-added telecommunication services is required to demonstrate to the relevant branch of the Ministry of Industry and Information Technology (the “MIIT”), namely in our case, the Beijing Communication Administration, that its foreign investors have a positive track of, and operation experience in operating value-added telecommunication services outside the PRC. In practice, the Beijing Communication Administration makes a determination after sixty (60) days after receiving the complete set of application documents. We believe that we presently do not have the necessary experience and track record in providing value- added telecommunications services overseas and intend to take steps to build a track record and accumulate the requisite experience in anticipation that we may acquire the equity interests in Sheng Ying Xin when the restrictions on percentage of foreign ownership are eased or lifted. There is however no guarantee that we will be successful in this endeavor and if we are unsuccessful, we will not be able to acquire the equity interests in Sheng Ying Xin.”

Substantial future sales or perceived potential sales of our ADSs,…., page 41  

15. Please clarify whether you have outstanding shares underlying the outstanding 20,000,000 ADSs in addition to the referenced 20,000,000 ordinary shares outstanding.

In response to the Staff’s comment we have revised the disclosure to read as follows:

“Substantial future sales or perceived potential sales of our ordinary shares , ordinary shares or other equity or equity-linked securities in the public market could cause the price of our ordinary shares to decline significantly.

Sales of our ordinary shares or other equity or equity-linked securities in the public market, or the perception that these sales could occur, could cause the market price of our ordinary shares to decline significantly. As of December 31, 2016, we had 20,000,000 ordinary shares outstanding. All of our ordinary shares were freely transferable by persons other than our affiliates without restriction or additional registration under the Securities Act. The ordinary shares held by our affiliates are not subject to any lock-up arrangements and will be available for sale subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act, under sales plans adopted pursuant to Rule 10b5-1 or otherwise. Sale of these ordinary shares or their perceived potential sale in the public market could cause the price of our ordinary shares to decline significantly.”

Operating Metrics, page 48

16. Please expand your disclosure to discuss how the amounts of financing advised are calculated and how they reconcile to your financial statements. As appropriate, please provide the disclosures required by Rule 10(e) of Regulation S-K.

In response to the Staff’s comment, the Company has added the following disclosure:

“The amount of financing advised is calculated by summing up the financing amount indicated on the financing advisory contracts. The revenue is calculated by multiplying the service fee ratio indicated on the contract and the financing amount advised.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 62

Revenue Recognition, page 64

17. Please expand your discussion of your revenue recognition policies to discuss the timing of revenue recognition for each of your income streams, addressing when delivery of the services is considered to be provided and other revenue recognition criteria are met based on the typical contract terms. For example, for revenue relating to International Corporate Financing Advisory Services, describe the typical sequence of events as contracts are fulfilled and clarify when you recognize revenue and the method used to calculate the amount. Address material terms and conditions in your contracts, including clawback provisions or other guarantees, unusual payment terms, etc.

The following disclosure is added to the Company’s discussion on its revenue recognition policies titled “Revenue Recognition”:

“Our services include commercial payment advisory services, intermediary bank loan advisory services, and international corporate financing advisory services.

For commercial payment advisory services the Company works with clients and banks to help craft effective payment solutions for clients using acceptance bills in commercial payment advisory services. After signing contracts with the client, the Company starts to identify and select appropriate banks and financial products, coordinate with banks to structure low-risk financing solutions tailored for the client’s need. Then the client prepares application materials and sends them to the bank. When approved by the bank, the client will deposit cash with the bank or purchases wealth management products sold by the bank. After this step, the bank will issue a letter of guarantee, which the client will pledge as security for the acceptance bills. The letter of guarantee is a document that the bank provides certifying itself as guarantor. Our service fee is a percentage of the amount of cash deposited with or wealth management products purchased from the bank by the client. The Company recognizes revenue after the client receives a bank credit contract from the bank and when the Company receives a contract completion confirmation from the client.

For intermediary bank loan advisory services, the Company matches SMEs with appropriate financing sources. The Company leverages its relationship with financial institutions and understanding of their products to assist the clients in obtaining the best terms of financing. The Company charges borrowers an introduction fee which is calculated at a percentage of the loan. The Company recognizes revenue after the client receives a bank credit contract from the bank and when the Company receives a contract completion confirmation from the client. The Company typically receives the contract completion confirmation when the client receives the bank financing and signs off on the contract completion confirmation. This is a necessary step before revenue is recognized.

For international corporate financing advisory services, the Company works with overseas banks to structure and provide clients with tailored financing solutions to obtain facilities from overseas banks for the clients’ offshore affiliates. After signing contracts with the client, the Company starts to identify appropriate overseas banks and domestic banks, structure financing solutions and facilitate application processes. After the client provides security to the domestic bank, the domestic bank will issue a letter of guarantee to the overseas bank. The overseas bank will provide credit to the affiliate designated by client. Our service fee is a percentage of credit granted by the overseas bank to the offshore affiliate. The Company recognizes revenue after the offshore affiliate received credit approval notice from the offshore bank and when the Company receives a contract completion confirmation from the client. The Company typically receives the contract completion confirmation when the affiliate receives the bank financing and the client signs off on the contract completion confirmation. This is a necessary step before revenue is recognized.

There is no clawback provisions or other guarantees. Full service fee are due upon the contract completion confirmation from the client.”

Results of Operations, page 65

18. Please expand your disclosure to discuss the impact of currency translations on revenue and expenses, if material .

In response to the Staff’s comments, we have included further discussion on the impact of currency translations on revenue and expenses under the heading “Impact of currency translations on revenue and expenses” in both the Company’s discussions on the “Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015” and “The Year Ended December 31, 2015 Compared to the Period from September 16, 2014 (Inception) to December 31, 2014”.

Cost of Revenue, page 67

19. Please explain how you are able to achieve your revenue reported to date with minimal associated cost of revenue or selling and administrative expenses. We note gross profit margin has been 97%. Reported income from operations was 90% and 75% of revenue for the periods ending June 30, 2016, and December 31, 2015, respectively. Provide information about the quality of, and potential variability of, your earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance. Discuss and analyze any known trends and uncertainties to provide investors with an understanding of the expectations of future performance, as seen by management. Please refer to Item 303 of Regulation S-K and SEC Release 33-8350 .

We are able to achieve our reported revenue with comparatively minimal associated cost of revenue or selling and administrative expenses because we have inherited a pool of clients which key members of our management team have cultivated over the years. Our key members have provided financial advisory services similar to our services to more than 100 small-to-medium sized enterprises since 2008 and collectively have over15 years’ experience. These clients continue to require our services.

In response to the Staff’s comment we have added the following disclosure:

“We are not content to rest on our laurels. To drive our growth in the future, we intend to incur considerable costs and expenses in expanding our business into other economically viable areas. These costs would include setting up new branches, recruiting new staff and marketing. We also expect to incur significant resources in targeting and acquiring potential companies or business that will be complementary and synergistic to our business. If we are successful in acquiring these targets in the future, there is no guarantee that the acquisition will be successful or that the target’s financial performance and profitability will be at the same level as ours and accordingly, we may be less profitable as a result of the acquisition. Additionally, we face uncertainties in growing our business to other regions that we are not familiar with. Our plans may not come into fruition and yield dividends if we are unable to penetrate and gain market share in these new markets. We foresee that our expansion plans will negatively impact our earnings and cash flow, at least for the short term. However, if we are ab le to implement our growth plan, properly manage our acquired business and companies and gain market share, we expect our earnings and cash flow to correspondingly grow. Because we have such a short operating history and we are in the midst of implementing our expansion plans, it is unlikely that our past performance will be indicative of our future performance. “

Liquidity and Capital Resources, page 71

20. Please expand your disclosure to include the amount of cash you hold in U.S. Dollars for the periods presented .

In response to the Staff’s comment, the Company has added the following disclosure:

“As of December 31, 2014, 2015 and June 30, 2016, the Company held cash in U.S. dollars of $0, $1 and $1 respectively.”

21. Disclosure in your footnotes indicates that as a result of PRC laws and regulations, your PRC subsidiary and VIE are restricted in their abilities to transfer net assets to you in the form of dividends, loans or advances. In the event that you would require cash from your subsidiary or VIE to fund operations, please expand your disclosure under this heading to describe the nature of these restrictions and how cash would be transferred to and from the subsidiary and VIE.

In response to the Staff’s comments, the Company has included the following disclosure under this heading to describe the restriction on the transfer of net assets and how cash would be transferred to and from the subsidiary and VIE:

“Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiary and VIE only from their retained earnings, if any, determined in accordance with PRC GAAP. In addition, the Company’s subsidiary and VIE in China are required to make annual appropriations of 10% of after-tax profit to a general reserve fund or statutory reserve fund until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. Paid in capital of the PRC subsidiary and VIE included in the Company’s consolidated net assets are also non-distributable for dividend purposes. As a result of these PRC laws and regulations, the Company’s PRC subsidiary and VIE are restricted in their abilities to transfer net assets to the Company in the form of dividends, loans or advances. The Company is expected to focus the operation mainly in PRC and is not expected to have significant operations outside PRC in foreseeable future, and is not expected to have significant transfer of cash to and/or from the PRC subsidiary and VIE.”

22. Please explain whether the PRC regulations allowing the payment of dividends only out of accumulated profits determined in accordance with Chinese accounting standards have limited the amount of dividends that can be paid by your subsidiary in the past and whether you expect limitations in the future. Please include quantitative disclosure to the extent practicable.

The PRC regulations allowing the payment of dividends only out of accumulated profits determined in accordance with Chinese accounting standards could limit the amount of dividends that can be paid by the Company’s subsidiary but since the subsidiary has never paid a dividend, the Company is unable to provide a quantitative disclosure to that effect. Accordingly, the Company has provided the additional disclosure:

“According to applicable PRC laws and regulations, a number of conditions must be met before any dividends of a wholly foreign owned enterprise, such as our PRC subsidiary, may be distributed. In accordance with the Implementation Rules of Wholly Foreign-Owned Enterprise Law of the PRC promulgated by the State Council, prior to the payment of any dividend, our PRC subsidiary is required to (i) reserve funds from its profit of current accounting year to make up its losses for the previous accounting years, (ii) pay the income taxes pursuant to applicable tax laws of the PRC and (iii) reserve accumulated funds to improve our PRC subsidiary’s ability to withstand operation risks. Therefore, the PRC regulations could conceivably limit the amount of dividends that can be paid by our PRC subsidiary although our PRC subsidiary has historically not paid any dividends. We believe that such limitation will exist in the future.”

Industry, page 74

Outstanding Loans of All Chinese Financial Institutions…, page 74

23. Here and in “The Proportion of Small and Medium Financial Institutions…” on page 75, please identify the specific source material of the charts from the Almanac of China’s Finance and Banking.

The Company obtained the charts on pages 79 (Outstanding Loans of All Chinese Financial Institutions and of Chinese Small and Medium Financial Institutions (1989-2011)) and 80 (The Proportion of Small and Medium Financial Institutions to Chinese Financial Institutions in terms of Outstanding Loans(1989-2011)) from Financial Reform & SMEs Development in China:Unleash Growth Potential through Innovation and Entrepreneurship, Chongyang Institute for Financial Studies, Renmin University of China (RDCY), July 30th, 2015 available to be viewed at http://carlosmagarinos.com/wp-content/uploads/2015/12/Financial-Reform-SMEs-Development-in-China.pdf. The Company has added this source to the relevant disclosures.

China’s Consumer Finance Market, page 75

24. Please identify the source material attributed to iResearch.

The iReseach report was a special report commissioned by Yirendai Ltd and references to the said report can be found at https://www.sec.gov/Archives/edgar/data/1631761/000119312515406307/d852976df1a.htm on page 2. The Company has included this source on page 83 of the Revised Draft Registration Statement under the title “Our Market Opportunity”.

Our Market Opportunity, page 78

25. Please identify the specific source material of data from the China Association for Scientific and Technological Advice and the National Bureau of Statistics.

The Company obtained the information about the growth of Chinese consulting industry from China’s Financial Information Industry Association’s website: http://www.dypzw.com/news/5316. The Company has added this source to the relevant disclosure in the Revised Draft Registration Statement.

Business, page 80

26. We note your disclosure that you intend to transition your financial advisory services to Beijing Yingxin. Please disclose any regulatory implications associated with this transition.

We have been advised that there are no PRC regulations limiting the transition of our financial advisory services to Beijing Yingxin and have added disclosure to that effect in the relevant section.

PRC Enterprise Income Tax, page 101

27. Please remove reference in the last sentence of the second paragraph in this section to Alibaba Group and its subsidiaries.

The reference in the last sentence of the second paragraph has been removed.

Management, page 106

Directors and Executive Officers, page 106

28. We note your disclosure that Mr. Jianxin Lin serves as a director and officer in Shishi City Sheng Qi Textile Trading Co., Ltd and Sheng Qi Investment Co. Ltd. We also note your disclosure that Ms. Lu Sun serves as Secretary of the board of directors of Shineco, Inc. Please revise to disclose the number of hours per week that that each of your executive officer and directors will devote to your business. Please consider any appropriate risk factor disclosures.

Mr. Lin current spends 30 hours a week serving as the Company’s Chief Executive Officer and director. Ms. Sun has since left her position as Secretary to the board of directors of Shineco, Inc. since 2015 and has been with the Company on a full-time basis since December 2015. She currently spends 40 hours a week as Chief Financial Officer of the Company.

In response to the Staff’s comments, the Company has revised Mr. Lin’s and Ms. Sun’s biography as follows:

“Mr. Jianxin Lin is our founder and has served as Chairman of the board of directors and Chief Executive Officer since our inception. In 2006, Mr. Lin expanded his business practice into the textile industry and founded Shishi City Sheng Qi Textile Trading Co., Ltd and has been its Chief Executive Officer and General Manager since then. In 2011, Mr. Lin founded Nanchang Hansheng Industry & Trade Co., Ltd in Jiangxi Province, serving as its Chief Executive Officer and General Manager. He then founded Sheng Qi (Fujian) Investment Co. Ltd, in 2012 and serves as its Chief Executive Officer and General Manager of a company. In 2014, Mr. Lin founded Ding Zhi Tai Da Investment Management (Beijing) Co. Ltd (later changed its name to Sheng Ying Xin (Beijing) Management Consulting Co., Ltd on February 17, 2016) and serves as its Chief Executive Officer and General Manager. Mr. Lin received his Bachelor degree in Business Management in 2015. Mr. Lin also serves as Vice President of the Shishi Cloth Industry Association, Honorary President of Shishi Cultural Exchange Association, Executive Director of the Chamber of Commerce in Quanzhou Nanchang, and Standing Director at Jiangxi Industrial and Commercial Association. He currently devotes 30 hours a week as our Chairman and Chief Executive Officer.”

“Ms. Lu Sun has served as our Chief Financial Officer since our inception. She served as the Secretary of board of directors and Accounting Manager from 2006 to 2015 at Shineco, Inc. Ms. Sun joined our subsidiary, Ding Zhi Tai Da Investment Management (Beijing) Co. Ltd as its Chief Financial Officer in December 2015. Ms. Sun received her Bachelor degree in Finance from University of International Business and Economics in 2012. She currently devotes 40 hours a week as our Chief Financial Officer.”

Additionally, the Company has also included the following risk factor under the heading “Risks Related to Our Business and Industry”:

“Our business is dependent on the continued efforts of our senior management, some of whom have interests and responsibilities outside of our business. Apart from the possibility of a conflict of interest, if one or more of them is/are unable to devote sufficient time and effort to our business, our business may be adversely impacted.

Our business is still in its infancy and our growth is dependent on the availability and efforts of our senior management. However certain members of our management, in particular, our Chief Executive Officer and Chairman, Mr. Jianxin Lin, has commitments and responsibilities outside of our Company. Apart from the possibility of a conflict of interest, if he or any of our management is unable to provide sufficient time and effort to our business, our business may be adversely impacted.”

Employment Agreements and Indemnification Agreements, page 109

29. Please revise the third sentence of the first paragraph to state that you may terminate an executive officer’s employment without cause upon one-month advance written notice and revise to disclose the severance payments required by Section 7(a)(iii) of the form of Employment Agreement filed as exhibit 10.1.

In response to the Staff’s comments, the Company has revised the first paragraph to read as follows:

“We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon one-month advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based and in accordance with Section 7(a)(iii) of the form of Employment Agreement filed as exhibit 10.1 hereto, namely (1) a lump sum cash payment equal to 3 months of the executive officer’s base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 3 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive officer . The executive officer may resign at any time with a three-month advance written notice.”

Description of Shares Capital, page 115

30. You disclose on page 148 that you will be issuing Underwriters Warrants as additional compensation to your underwriters. Please provide here the information required by Item 10.A.4 of Form 20 -F.

In response to the Staff’s comments, we have included the following paragraph under Description of Share Capital- Shares Eligible For Future Sales on page 134:

Underwriter Warrants

In addition to cash compensation, we have agreed to issue to the underwriters and to register herein warrants to purchase up to a total of up to 1,600,000 ordinary shares (equal to 6.5% of the maximum number of ordinary shares sold in this offering) and to also register herein such underlying shares. The warrants will be exercisable at any time, and from time to time, in whole or in part, commencing 180 days from the effective date of the registration statement and expiring two (2) years from the effective date of the registration statement. The warrants are exercisable at a per share price of $6.00 (equal to 120% of the public offering price per share in the offering). The warrants are also exercisable on a cashless basis. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The underwriters (or permitted assignees under FINRA Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the offering, except as provided for in FINRA Conduct Rule 5110(g)(2). The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, subdivisions, combinations, reclassification, merger or consolidation.

Description of American Depositary Shares, page 129

Disclosure of Interests, page 133

31. Please reconcile your disclosure here, in “Shares Eligible for Future Sales” on page 138 and in “Certain Other Conditions” on page 147 that you may list ordinary shares on the New York Stock Exchange with disclosure elsewhere that you intend to apply to list your ordinary shares on the NASDAQ .

In response to the Staff’s comments, the Company has amended “Shares Eligible for Future Sales” on page 134 to clarify that the Company may list ordinary shares on the NASDAQ Global Market. We have removed the disclosure of “Certain Other Conditions”. “Disclosure of Interests” has been deleted in its entirety together with the section titled “Description of American Depositary Shares” as the Company is now offering ordinary shares instead of ADSs.

Financial Statements

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

(f) Accounts receivable, page F-9

32. Please expand your disclosure to discuss how value-added tax (“VAT”) receivable from customers is presented on your balance sheet, and quantify the amounts recorded. This also applies to your interim financial statements.

In response to the Staff’s comments, the following paragraphs have been added to NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES paragraph (f) Accounts receivable of the audited consolidated annual financial statements:

“Value-added tax (“VAT”) receivable from customers is part of the accounts receivable. When revenue is recognized, a debit to the accounts receivable including the VAT is recorded, and credit to revenue net of VAT as well as VAT payable was recorded.”

“The value-added tax receivable from customers included in the accounts receivable in the balance sheet were $275,469 as of December 31, 2015.”

Additionally, the following paragraphs have been added to NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES paragraph (d) Accounts receivable of the unaudited condensed interim financial statements:

“Value-added tax (“VAT”) receivable from customers is part of the accounts receivable. When revenue is recognized, a debit to the accounts receivable including the VAT is recorded, and credit to revenue net of VAT as well as VAT payable was recorded.”

“The value-added tax receivable from customers included in the accounts receivable in the balance sheet were $221,935 as of June 30, 2016.”

Exhibit Index, page 158

33. We note your disclosure on page 41 that certain major holders of your ordinary shares will have the right to cause you to register under the Securities Act the sale of their shares. Please file as exhibits the registration rights agreement (s) referenced.

We have removed the disclosure that certain major holders of your ordinary shares will have the right to cause the Company to register under the Securities Act the sale of their shares as the Company has now ascertained with the underwriters that it will not be conducting any concurrent private placements nor will the Company be granting any registration rights.

34. Please file as exhibits the lock-up agreements referenced on page 139.

The Company will file the lock-up agreement(s) once it or they has/have been finalized and executed by the relevant parties.

35. Please file the following as exhibits or tell us why you are not required to do so.

●          Your employee equity incentive plans as disclosed in “Any failure to comply with PRC regulations regarding our employee equity incentive plans….” on page 36;

●          Your agreement with Signature Bank;

●          Director agreements and indemnification between your company and your executive officers and directors as disclosed in “Employment Agreements and Indemnification Agreements” on page 109; and

●          Loan agreements by and between your company and Mr. Jianxin Lin.

The Company hereby responds to the Staff’s comment in the same order as follows:

● The Company presently does not have an employee equity incentive plan although it plans to institute one soon. It will file the employee incentive plan as an exhibit as soon as it is instituted. In the meantime, we have clarified in the relevant disclosures that the Company presently does not have an employee equity incentive plan.

● The Company has not executed any agreements with Signature Bank as escrow agent yet and will file such agreements as an exhibit when it has done so.

● The Company is attaching all director appointment and employment agreements between itself and its current directors and officers as Exhibits No. 10.15, 10.16 and 10.17. The Company has not entered into separate indemnification agreements and as such it has deleted the disclosure pertaining to the same. The Company will be attaching director appointment letters as and when it appoints new directors.

● The Company is filing the loan agreements between itself and Mr. Jianxin Lin as Exhibit No. 10.14.

If you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srfkllp.com , the audit engagement partner at Marcum Bernstein & Pinchuk LLP, Rong Liu by telephone at (646) 472 1879 or via email at rong.liu@marcumbp.com. Marcum Bernstein & Pinchuk LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Benjamin Tan

Benjamin Tan Esq.

cc. Marcum Bernstein & Pinchuk LLP (Eric.Hu@marcumbp.com; rong.liu@marcumbp.com)

     China Internet Financial Services Inc. (1279253890@qq.com; 3120736696@qq.com)