United States securities and exchange commission logo





                              January 29, 2021

       Kristin Robinson
       Chief Executive Officer
       Revival AI Inc.
       10940 S. Parker Rd., #872
       Parker, Colorado 80134

                                                        Re: Revival AI Inc.
                                                            Amendment No.1 to
Offering Statement on Form 1-A
                                                            Filed January 15,
2021
                                                            File No. 024-11362

       Dear Ms. Robinson:

             We have reviewed your amended offering 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 offering 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 offering 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
November 27, 2020 letter.

       Amendment No. 1 to Offering Statement on Form 1-A filed January 15, 2021

       Statements of Operations, page F-3

   1.                                                   Please revise this
statement and all other sections of the filing, as appropriate, to present
                                                        your loss per
share/unit amounts rounded to the nearest cent (i.e., only two decimal points)
                                                        so as not to infer a
greater level of accuracy than exits. This comment also applies to the
                                                        per share data
presented in the Dilution table.
 Kristin Robinson
FirstName
Revival AI LastNameKristin Robinson
           Inc.
Comapany
January 29,NameRevival
            2021        AI Inc.
January
Page  2 29, 2021 Page 2
FirstName LastName
Exhibits

2.       Please have your auditor revise its consent to correctly indicate that
the auditor's report is
         dated December 10, 2020, rather than September 28, 2020. Also clarify
that Revival AI
         Inc. was formerly known as Revival AI LLC. We note from page F-1 that
the audit report
         was updated, and that it also reflects the change in the company's
name.

       You may contact Beverly Singleton, Staff Accountant, at 202-551-3328 or
Martin James,
Senior Advisor, at 202-551-3671 if you have questions regarding comments on the
financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Asia Timmons-Pierce, Special Counsel, at 202-551-3754 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing
cc:      Fay Matsukage