February 7, 2017

Mail Stop 4631

Via E-Mail
Mr. Michael Panosian
Chief Executive Officer
ToughBuilt Industries, Inc.
655 N. Central Ave., Suite 1700
Glendale, CA 91203

       Re:     ToughBuilt Industries, Inc.
               Draft Registration Statement on Form S-1
               Submitted January 11, 2017
               CIK No. 1668370

Dear Mr. Panosian:

       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.

General

1.     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.

2.     Please reconcile your disclosure that you may elect to comply with
certain reduced public
       company reporting requirements with your disclosure on page 2 regarding
the
       exemptions that you intend to utilize.
 Michael Panosian
ToughBuilt Industries, Inc.
February 7, 2017
Page 2

3.      We note your reference to a representative of the underwriters. Please
revise your
        registration statement to clarify the number of underwriters.

Prospectus Summary, page 1

4.      We note your disclosure regarding a Service Agreement between you and
Belegal
        Industrial Co., Ltd. Please file a copy of such agreement as an exhibit
to your registration
        statement. See Item 601(b)(10)(ii)(B) of Regulation S-K.

Risk Factors, page 7

5.      Please revise to include a discussion of the risks associated with your
history of liquidity
        shortages. In this regard, we note your disclosure on page 30 and on
page F-26.

We have not yet commercialized our new mobile device products . . ., page 11

6.      Please reconcile your disclosure that you do not know when or if you
will complete the
        product development with your disclosure in your Business section that
you intend to
        start selling your mobile devices in Q4 2017.

Use of Proceeds, page 24

7.      We note your reference to the repayment of debt. Please revise your
disclosure to state
        the interest rate and maturity of the indebtedness you intend to repay
with proceeds from
        this offering. See Instruction 4 to Item 504 of Regulation S-K.

8.      We note your disclosure in the Management section regarding employment
agreements
        entered into between you and your named executive officers. Please
revise your
        disclosure to specify the approximate amount of the proceeds that will
be used to pay
        salaries and bonuses payable to your named executive officers in 2017.

Dividend Policy, page 25

9.      Please revise this section to include the amount of common stock that
is subject to
        outstanding options or warrants to purchase, or securities convertible
into, your common
        stock. See Item 201(a)(2)(i) of Regulation S-K.
 Michael Panosian
ToughBuilt Industries, Inc.
February 7, 2017
Page 3

Management's Discussion and Analysis of Financial Condition . . ., page 28

10.     Please revise your disclosure throughout this section to discuss the
specific reasons for
        the changes in your operating results so that potential investors gain
better insight into
        your results, particularly for trend purposes and discerning future
prospects. By way of
        example, you state that revenues increased on both periods discussed
because of
        recurring sales orders and the introduction of new products. Please
specify what you
        mean by recurring sales orders and specify the new products that
contributed to the
        increase in your revenues. See Item 303 of Regulation S-K.

11.     We note that your disclosure regarding Other Expense and Selling,
General and
        Administrative Expenses repeats the same disclosure between periods.
Please revise to
        provide updated disclosure. We also note your disclosure that you
expect interest
        expense to decrease in 2016. Please update your disclosure to discuss
2016 results and
        your expectations for 2017.

12.     Please revise your disclosure to discuss the impact on Selling, General
and
        Administrative Expenses that you anticipate the employment agreements
with your
        named executive officers will have.

Liquidity and Capital Resources, page 30

13.     Please expand your discussion of net cash used in, and provided by,
operating activities
        to explain the underlying reasons for changes in the items that
impacted your operating
        cash flows. In this regard, we note you simply reiterate the
information that can be found
        in your statements of cash flows rather than explaining why these items
increased or
        decreased from period to period. Please revise your disclosure for all
periods presented.
        See Section IV.B of the SEC Interpretive Release No. 33-8350.

Business, page 37

14.     Please revise this section to include a discussion of the development
of the business over
        the past three years. See Item 101(h) of Regulation S-K.

15.     Please revise to include a discussion of the sources and availability
of raw materials and
        the names of principal suppliers. In this regard, we note your risk
factor disclosure on
        page 11 regarding steel. See Item 101(h)(v) of Regulation S-K.

16.     Please revise your disclosure to discuss the need for government
approval of your
        products. See Item 101(h)(4)(viii) of Regulation S-K.

17.     We note your disclosure on page 37 that features in your products have
positioned your
        line amongst the highest rated products in the professional community.
Please provide
        support for such disclosure.
 Michael Panosian
ToughBuilt Industries, Inc.
February 7, 2017
Page 4

18.     Please update your disclosure on page 40 regarding your expectations
for home
        improvement industry spending in 2016 to disclose specifics regarding
2016 spending
        and your expectations for 2017.

19.     Please reconcile your disclosure on page 40 regarding your growing
sales in the Middle
        East and Africa with your other disclosure on page 40 that you are
seeking to expand into
        those markets.

New Products:, page 41

Work Clothing Line, page 41

20.     Please revise your disclosure to discuss the technology features you
are incorporating into
        your clothing line.

Mobile Device Products, page 41

21.     Please clarify what you mean by "inelegant data."

Mobile Device Market, page 41

22.     Please provide us supplementally with a copy of the study you reference
by IDG
        Research Services with the relevant portion of the study highlighted to
ease our review of
        the material.

Employees, page 44

23.     We note your disclosure that you intend to convert all of your
independent contractors to
        employee status at the beginning of 2017. Please revise your disclosure
to provide
        updated information regarding the status of such independent
contractors.

Management, page 45

24.     Please revise this section to include a discussion of the information
required by Item
        401(f) of Regulation S-K.

25.     Please revise the biographical information for Mr. Ohri to include
specifics regarding Mr.
        Ohri's employment during the past five years. See Item 401(e) of
Regulation S-K.

Agreements with Our Named Executive Officers, page 49

26.     Please move your disclosure on page 51 regarding the employment
agreements with Mr.
        Ohri and Mr. Khachatoorian to this section.
 Michael Panosian
ToughBuilt Industries, Inc.
February 7, 2017
Page 5

Potential Payments to Messrs. Panosian and Keeler upon Termination . . ., page
50

27.     Please revise to include a discussion of similar payments to Mr. Ohri
and Mr.
        Khachatoorian.

Stock Option Plan, page 52

28.     We note your tabular disclosure that 2,000,000 shares remain available
for future
        issuance. Please reconcile such disclosure with Section 2.1 of Exhibit
4.7 which states
        that 12,000,000 are authorized for issuance under the plan. In this
regard, we also note
        your disclosure on page 58 that the maximum number of shares authorized
under the plan
        is 2,000,000.

Certain Relationships and Related Party Transactions, page 55

29.     We note your disclosure regarding services provided by Mr. Ohri, your
general counsel
        and an independent contractor. Please expand your disclosure to discuss
in more detail
        the services provided by such individuals. Please also file as an
exhibit the agreement, or
        if oral, a description of such oral agreement, that memorializes the
terms of the agreement
        for such services between the parties. See Item 601(b)(10)(ii)(A) of
Regulation S-K.

Underwriting, page 60

Lock-up Agreements, page 61

30.     Please file a copy of the form of lock-up agreement as an exhibit to
your registration
        statement.

Financial Statements, page F-1

General

31.     To the extent necessary, please update your financial statements and
financial
        information to include the year ended December 31, 2016. Refer to Rule
8-08 of
        Regulation S-X.

Balance Sheet, page F-2

32.     Please revise your updated balance sheet to reflect your deferred debt
issuance costs as a
        direct deduction from the senior secured convertible debentures. Refer
to ASC 835-30-
        45-1A and ASC 835-30-65-1.
 Michael Panosian
ToughBuilt Industries, Inc.
February 7, 2017
Page 6

Note 10   Stockholders' Equity, page F-14

33.     We note that in January 2016 you sold 1,693,500 shares of your common
stock to
        management, consultants and friends and family for $10,161. In
connection with this
        transaction, you recognized compensation expense of $599,499 which
implies a per share
        fair value of $.36. Please address the appropriateness of this fair
value in light of your
        January 2016 Private Placement in which you sold 122,167 units for
$3.00 per unit with
        each unit consisting of one share of common stock and one redeemable
Class A Warrant.

34.     Please explain the appropriateness of using a 1.1% assumed risk free
discount rate in
        your Black-Scholes option pricing model for estimating the fair value
of the warrants
        granted in connection with your January private placement.

Note 12   Subsequent Events, page F-16

35.     Please revise your footnote to disclose the actual date through which
subsequent events
        have been evaluated. Refer to ASC 855-10-50-1.

Sale of Debenture, page F-17

36.     We note that in October 2016 you consummated a debt financing whereby
an investor
        purchased $5,700,000 senior secured convertible debentures. Under the
terms of the
        debenture, you also issued 168,750 shares of Class B Convertible
Preferred Stock. With
        reference to the appropriate authoritative literature, please tell us
and ensure your updated
        financial statements fully explain how you accounted for these
securities. In addition,
        please clarify whether the conversion features associated with both the
convertible
        debentures and the Class B Convertible Preferred Shares contain an
embedded derivative
        that should be bifurcated and accounted for separately. Specifically,
address (i) the
        subsequent equity sales adjustment that may be made to the $5.00
Standard Conversion
        price related to your convertible debentures conversion price and (ii)
the "full-ratchet
        anti-dilution provisions associated with your Class B Convertible
Preferred Shares. Refer
        to ASC 815-40-15 which addresses when an instrument that meets the
definition of a
        derivative is considered indexed to the company's own stock for
purposes of applying the
        scope exception in ASC 815-10-15-74(a). Also refer to Example 9 in FASB
ASC 815-
        40-55-33 and 55-34.
 Michael Panosian
ToughBuilt Industries, Inc.
February 7, 2017
Page 7

Class B Convertible Preferred Stock, page F-17

37.     Please tell us, and ensure your updated financial statements clarify
how, you accounted
        for your October 2016 issuance of Class B Convertible Preferred Shares
and Warrants.
        Ensure you address the need to separately account for any embedded
derivatives related
        to these shares and related warrants. Specifically, tell how the
"full-ratchet" anti-dilution
        provisions were considered. Refer to ASC 815-40-15 which addresses when
an
        instrument that meets the definition of a derivative is considered
indexed to the
        company's own stock for purposes of applying the scope exception in ASC
815-10-15-
        74(a). Also refer to Example 9 in FASB ASC 815-40-55-33 and 55-34.

Notes to Financial Statements, page F-26

General

38.     You disclose on page one of your filing that your current product line
includes three
        major categories, Soft Goods, Sawhorses & Work Products and Kneepads.
Please
        disclose revenues for each type of product category pursuant to ASC
280-10-50-40.

        You may contact Tracey McKoy (Staff Accountant) at 202-551-3772 or
Jeanne Baker
(Staff Accountant) at 202-551-3691 if you have questions regarding comments on
the financial
statements and related matters. Please contact Frank Pigott (Staff Attorney) at
202-551-3570 or
me at 202-551-3397 with any other questions.


                                                              Sincerely,

                                                              /s/ Jay Ingram

                                                              Jay Ingram
                                                              Legal Branch
Chief
                                                              Office of
Manufacturing and
                                                              Construction

cc:     Henry C. W. Nisser, Esq.
        Sichenzia Ross Ference Kesner LLP