October 25, 2019

Michael J. Roper
Chief Executive Officer
Muscle Maker, Inc.
308 East Renfo Street, Suite 101
Burleson, Texas 76028

       Re: Muscle Maker, Inc.
           Draft Registration Statement on Form S-1
           Submitted on September 26, 2019
           CIK No. 0001701756

Dear Mr. Roper:

       We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 filed September 26, 2019

The Offering, page 6

1.     Please consistently refer to your convertible notes throughout this
prospectus and your
       selling shareholder prospectus. In this regard, you define them as the
SPA Notes and the
       April 2019 Notes here, however, elsewhere, such as in the fee table, the
selling
       shareholder prospectus and the Notes to your financial statements, you
do not use the
       same definitions. You also do not appear to have consistently described
the terms of the
       notes or, if the terms have been revised, your disclosure does not make
this clear. For
       example, you disclose here that "in the event the per share purchase
price in this offering
       or any other public offering is less than $4.00 per share" then the
conversion price will be
       adjusted for the SPA Notes and the April 2019 Notes. However, according
to the terms of
 Michael J. Roper
FirstName LastNameMichael J. Roper
Muscle Maker, Inc.
Comapany NameMuscle Maker, Inc.
October 25, 2019
October 25, 2019 Page 2
Page 2
FirstName LastName
         the 12% promissory notes filed as an exhibit and your disclosure in
the Notes to the
         Financial Statements and selling shareholder prospectus, the trigger
price appears to be
         $2.00 per share for the April 2019 Notes. We are also having trouble
reconciling the
         disclosure of the SPA Notes reflected here as compared to the exhibit,
Notes to Financial
         Statements and selling shareholder prospectus. Please revise your
disclosure to
         consistently reflect the terms of the notes.
Use of Proceeds, page 33

2.       We note your intent to "re-launch [your] franchise sales program." In
an appropriate place
         in your prospectus, please revise to explain this program and what
re-launching it entails.
         If this relates to your intended update of your Franchise Disclosure
Document, please
         enhance your disclosure to describe how you are updating the program
and why you are
         not allowing additional franchisees at this time.
Management's Discussion and Analysis, page 39

3.       We note your disclosure that comparable restaurant sales, which
reflect the change in
         year-over-year sales for restaurants in the fiscal month following 15
months of operation
         using a mid-month convention, "will affect [y]our sales growth and
will continue to be a
         critical factor affecting [y]our ability to generate profits." Please
revise to provide
         quantifiable information relating to your comparable restaurant sales
and growth or tell us
         why you do not believe this disclosure is material to investors.
Overview, page 39

4.       We note your disclosure that as of June 30, 2019, you had an
accumulated deficit of
         $27,428,281 and expect to continue to incur substantial operating and
net losses for the
         foreseeable future. Given these historical trends, please reconcile
your disclosure to
         explain how you will experience growth in profits by expanding your
restaurant base, as
         you state on pages 2 and 54, when it appears that your operating
expenses have precluded
         your ability to be profitable in the past and your disclosure suggests
that you do not expect
         these costs or losses to subside.
Liquidity and Capital Resources, page 48

5.       We note your disclosure that you "expect to have ongoing needs for
working capital in
         order to fund operations and expand operations by opening additional
corporate-owned
         restaurants. To that end, we may be required to raise additional funds
through equity or
         debt financing" and your reference to opening 18 corporate-owned
locations in
         2020. Please provide a discussion and analysis of the anticipated
amount of financing you
         intend to seek and the anticipated impact on the company's cash
position, liquidity and
         results of operations. Refer to Item 303(a) of Regulation S-K and
Section IV.B.2 of SEC
         Release No. 33-8350.
 Michael J. Roper
Muscle Maker, Inc.
October 25, 2019
Page 3
Business
Our Purchasing and Distribution, page 61

6.       We note your dependence upon a sole distributor. Please file any
agreement you have
         with Sysco as an exhibit to your registration statement or tell us why
you believe you do
         not need to do so. Refer to Item 601(b)(10) of Regulation S-K.
Summary Compensation Table
Elements of Compensation, page 72

7.       Your disclosure appears to emphasize fiscal 2017. Please revise to
discuss fiscal 2018. In
         doing so, provide a narrative description of any material factors
necessary to an
         understanding of the terms of the stock awards you granted, such as
how you arrived at
         the amounts and why you opted to issue such awards to certain
individuals. Please refer
         to Item 402(o) of Regulation S-K.
Principal Stockholders, page 81

8.       Please revise your disclosure to identify the natural person or
persons who have or shared
         voting and investment control of the shares held by Catalytic Holdings
1
         LLC and Thoroughbred Diagnostics, LLC. Please refer to Item 403 of
Regulation S-K.
General

9.       Please tell us when you intend to use your selling shareholder
prospectus, considering it
         contains several blanks that appear to be dependent upon the closing
of the company's
         primary offering. In this regard, Instruction 2 to Item 501(b)(3) of
Regulation S-K
         requires disclosure explaining the method by which the price will be
determined and
         indicating the trading market and the market price of the securities
as of the latest
         practicable date, or else the registration statement must provide a
fixed price at which the
         common stock will be sold until such a market has been established.
10.      Because the terms of the convertible notes contain conversion rates
that could
         adjust depending upon the outcome of the company's initial public
offering, please tell us
         what consideration you gave to providing additional disclosure that
explains the dilutive
         impact to investors in the public offering, depending upon
hypothetical initial public
         offering prices.
11.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameMichael J. Roper
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany NameMuscle Maker, Inc. reliance on Section 5(d) of the Securities Act,
whether or
       present to potential investors in
       not they retain copies of the communications.
October 25, 2019 Page 3
FirstName LastName
 Michael J. Roper
FirstName LastNameMichael J. Roper
Muscle Maker, Inc.
Comapany NameMuscle Maker, Inc.
October 25, 2019
Page 4
October 25, 2019 Page 4
FirstName LastName
      You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Mara
Ransom, Office Chief at 202-551-3264 with any questions.



                                                       Sincerely,

                                                       Division of Corporation
Finance
                                                       Office of Trade &
Services