April 16, 2020

Lei Wang
Chief Executive Officer
Guardforce AI Co., Limited
96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi,
Bangkok 10210, Thailand

       Re: Guardforce AI Co., Limited
           Registration Statement on Form 20-F
           Filed March 20, 2020
           File No. 000-56154

Dear Ms. Wang:

       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 and any amendment you may file in response
to these
comments, we may have additional comments.

Registration Statement on Form 20-F

Item 3. Key Information
D. Risk Factors, page 3

1.    We note your disclosure on page 14 that 71% of your revenue in 2018 and
the first 6
      months of 2019 was derived from your top five customers. Please revise
your next
      amendment to include a risk factor discussing this concentration.
Corporate History and Structure, page 8

2.    Please describe the material terms of the agreements related to the
51,000 shares that are
      owned by two citizens of Thailand on behalf of Guardforce AI Technology
Limited and
      file an such agreements as exhibits to your registration statement. In
your description,
      please address more specifically how these arrangements allow the company
to maintain
      control of the operating business while complying with foreign ownership
restrictions. In
 Lei Wang
FirstName LastNameLei Wang
Guardforce AI Co., Limited
Comapany NameGuardforce AI Co., Limited
April 16, 2020
Page 16,
April 2 2020 Page 2
FirstName LastName
         addition, please address what impact the 51,000 shares being owned by
two citizens of
         Thailand has on both the voting and economic rights associated with
the underlying
         businesses. Finally, please update your risk factor disclosure to
address the specific risks
         associated with any reliance on the two citizens of Thailand or
Guardforce AI Technology
         Limited in controlling and operating your business.
3.       Please describe in greater detail how Bangkok Bank Public Company
Limited came to
         hold a minority interest in your operating company and discuss any
risks or limitations on
         your ability to manage the business as a result of this ownership
interest. Please also
         disclose who own or controls Bangkok Bank.
4.       Please update the diagram on page 9 to include the shares that you
have issued or will
         issue in connection with the VCAB merger.
Merger of VCAB Eight Corporation into Guardforce AI Co., Limited , page 9

5.       We note your disclosure on page 9 that you entered into the Merger
Agreement and
         consummated the Merger in order to increase your shareholder base to
assist you
         in satisfying the listing standards of a national securities exchange.
We further note your
         disclosure on page 33 that you intend to engage a market maker to
apply for quotation on
         an OTC market. Please expand the disclosure on page 9 to further
explain the company's
         plans for the quotation of its securities, including your expected
timing and what role you
         expect the Merger to play in these plans. Please also clarify any
plans you have to seek a
         listing on a national securities exchange and reconcile with your
plans to seek an OTC
         market quotation.
6.       Please add a section here to disclosure the material terms of your
advisory agreement with
         HFG Capital Investments. To the extent HFG helped identify VCAB as a
merger target,
         please disclose that here and describe any compensation you have paid
or will pay in
         connection with that transaction.
Competition, page 14

7.       Please identify the source of the market share information in the
chart on page 14. To the
         extent more recent market share information is available, please
update accordingly.
Government Regulation, page 15

8.       Please revise this section to describe the material laws and
regulations related to foreign
         ownership of and investment in your business and summarize the
arrangements you have
         in place to comply with these laws and regulations.
Growth Strategy, page 15

9.       Please quantify the capital necessary to execute the growth strategy
that you describe on
         page 15, the company's timetable for executing these goals, and
explain whether the
         company currently has sufficient funds to complete its plans. If the
company does not
 Lei Wang
FirstName LastNameLei Wang
Guardforce AI Co., Limited
Comapany NameGuardforce AI Co., Limited
April 16, 2020
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April 3 2020 Page 3
FirstName LastName
         currently have adequate liquidity to fund its growth strategy, explain
what additional
         sources of liquidity are available to you.
Intellectual Property, page 15

10.      Please disclose whether there are any other companies that use the the
Guardforce
         trademark as part of their business. To the extent that you are
limited in your ability to
         use the trademark only in specific jurisdictions, please disclose the
limitations on your
         ability to expand the business. In addition, please discuss the risks
to and impact on your
         business if the agreement with Guardforce Security Thailand Company
Limited is
         terminated or not renewed.
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations, page 20

11.      In the revenue discussion of your annual comparison on page 20 you
indicate that there
         were 113 orders in 2018. On page 22 you indicate in your interim
comparison that there
         were 122 orders for the first six months of 2018. Please revise your
disclosure to present
         your order information and discussion on a consistent basis given that
the annual period
         should have more orders than the interim period. In addition, revise
your disclosure to
         define an "order" and how you count them. In this regard, for example,
it is unclear
         whether an order is an individual annual contract and/or whether any
individual customer
         can have multiple orders in any given period.
12.      We noted that administrative expenses increased 32% in 2018 compared
to 2017 and 19%
         in the six months ended June 30, 2019 compared to the 6 months ended
June 30, 2018.
         Please revise your next amendment to discuss the specific categories
(i.e., staff expense,
         loan penalty charge, professional fees, etc.) contributing to these
increases and any
         material trends in the periods presented in your discussion of Results
of Operations.
Comparison of Six Months Ended June 30, 2019 and 2018 (Unaudited)
Other income, page 22

13.      Given the significance of your 2019 other income in comparison to your
net loss, please
         revise your disclosure to describe its significant components and the
reason for the
         increase in 2019.
Liquidity and Capital Resources, page 24

14.      You state here that you expect to have sufficient financial resources
to meet your financial
         obligations as and when they fall due in the coming twelve months.
Please revise this
         section to specifically address your outstanding borrowing from Profit
Raider Investment
         Limited, which is due December 31, 2020, and how you expect that
obligation to impact
         your liquidity and ability to meet your financial obligations in the
short and long term.
 Lei Wang
FirstName LastNameLei Wang
Guardforce AI Co., Limited
Comapany NameGuardforce AI Co., Limited
April 16, 2020
Page 16,
April 4 2020 Page 4
FirstName LastName
Item 6. Directors, Senior Management and Employees
E. Share Ownership, page 29

15.      Please tell us whether the shares held by Mr. Yap and Ms. Wang were
transferred from
         Guardforce AI Service Ltd. If so, please tell us:
           When the shares were transferred;
           Why the shares were transferred; and
           Your consideration for accounting for the transfer under the
guidance in paragraph
              3A of IFRS 2.
         If not, tell us how these individuals acquired their shares and why
the holdings of
         Guardforce AI Service Ltd. fell from 32% at June 30, 2019 as disclosed
in the chart on
         page F-8 to its current holdings of 22%.
Major Shareholders and Related Party Transactions, page 30

16.      We note that Jingyi Tu is listed as a controlling shareholder of the
company in the table on
         page 30. We note from the table on page 29 that Mr. Tu has voting or
dispositive power
         over 49% of the stock. Please explain the reasons that you believe Mr.
Tu is a controlling
         shareholder.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Note 2: Significant Accounting Policies
2.7 Leases, page F-10

17.      Please revise your filing to provide the following disclosures
required by IFRS 16:
           If you applied any of the practical expedients in paragraph C3,
disclose that fact as
             required by paragraph C4;
           If you applied any of the practical expedients in paragraph C10,
disclose that fact as
             required by paragraph C13;
           The information about depreciation of the right-of-use asset,
interest expense on lease
             liabilities and the other information required by paragraph 53;
and
           The maturity analysis of the lease liability required by paragraph
58.
Note 22: Subsequent Events, page F-22

18.      Please tell us why Guardforce AI Technology Limited transferred five
million of your
         ordinary shares to Profit Raider Investments Limited. In your
response, tell us whether
         this transfer is related in any way to the extension of the loan from
Profit Raider as
         disclosed in Note 12 or if it, or any of its owners, provided you any
goods or services that
         were ultimately paid for by the transfer of these shares.
Consolidated Financial Statements
For the Years Ended December 31, 2018 and 2017, page F-23

19.      Please revise your filing to provide audited financial statements for
the year ended
         December 31, 2019. When you update your filing, include financial
statements for 2017
 Lei Wang
FirstName LastNameLei Wang
Guardforce AI Co., Limited
Comapany NameGuardforce AI Co., Limited
April 16, 2020
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April 5 2020 Page 5
FirstName LastName
         and 2018. In this regard, although you are an emerging growth company,
the
         accommodation to provide audited financial statements for only two
fiscal years relates
         only to initial public offerings. As you are not conducting an
offering, you must include
         three fiscal years in your filing. See Instruction 4 to Item 8A2 of
Form 20-F.
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
2.10 Accounts receivable and other receivables, net, page F-36

20.      Please revise your next amendment to include the following regarding
accounts
         receivable, net:
           A more detailed charge-off policy for accounts receivable specifying
how you
             determine that, "all means of collection have been exhausted and
the potential for
             recovery is considered remote," as disclosed on page F-36. In this
regard, we note
             that accounts receivable 91-180 days past due increased from
$1,576 at 12/31/17 to
             $68,980 at 12/31/18 and it is unclear if any receivables were
charged off based on the
             information presented;
           Include an aging schedule for all periods presented, annual or
interim; and
           Include a rollforward of the allowance for accounts receivable.
2.16 Impairment of long-lived assets, page F-37

21.      Your disclosed policy to assess the undiscounted cash flows against
the carrying value of
         the asset appears to comply with US GAAP. Please tell us how your
policy complies with
         the guidance in IAS 36. To the extent that your disclosed policy does
not comply with
         IFRS, please revise your policy disclosure to be consistent with the
guidance in IAS 36
         and tell us whether there were any impairments in the historical
periods presented in your
         filing under the IFRS-compliant policy.
2.19 Revenue from contracts with customers, page F-37

22.      Please tell us how you determined it is appropriate to recognize your
revenue at a point in
         time instead of over time. Refer to paragraphs 31-45 of IFRS 15. In
your response,
         describe your performance obligations and how they meet the criteria
in paragraph 38 of
         IFRS 15. Reference for us the authoritative literature you rely upon
to support your
         accounting.
23.      Please revise your filing to provide the following disclosures
required by IFRS 15 or tell
         us either how your current disclosure addresses the requirement or why
they are not
         required:
           Disaggregation of revenue under paragraph 114;
           An explanation of how the timing of satisfaction of your performance
obligations
              relates to the typical timing of payment under paragraph 117;
           An explanation of significant changes in contract assets and
contract liabilities during
              the reporting period under paragraph 118;
 Lei Wang
FirstName LastNameLei Wang
Guardforce AI Co., Limited
Comapany NameGuardforce AI Co., Limited
April 16, 2020
Page 16,
April 6 2020 Page 6
FirstName LastName
              Your significant payment terms under paragraph 119(b);
              The aggregate amount of transaction price allocated to remaining
performance
              obligations under paragraph 120(a);
              An explanation as to whether you are applying the expedient in
paragraph 121 as
              required by paragraph 122;
              The judgments and changes in judgments in applying the standard
under paragraph
              123;
              The significant judgments made in evaluating when a customer
obtains control of
              promised services under paragraph 125;
              Information about the various methods, inputs and assumptions
identified in
              paragraph 126; and
              The use of any of the practical expedients identified in
paragraph 129.
2.21 Income tax, page F-38

24.      Please revise your policy statement and disclosure in Note 14 to
remove reference to the
         use of valuation allowances. Valuation allowance are a construct of US
GAAP
         accounting. Otherwise tell us how your policy complies with the
guidance in paragraphs
         24 and 34 of IAS 12 to only record deferred tax assets to the extent
that they are probable
         of realization.
2.23 Employee benefits, page F-39

25.      Please revise your accounting and your policy disclosure for your
defined retirement
         benefit plan to record actuarial gains and losses under this plan to
other comprehensive
         income as required by paragraphs 57(d) and 120(c) of IAS 19. Otherwise
tell us why such
         an adjustment should not be made and reference for us the
authoritative literature you rely
         upon to support your accounting.
Note 4: Acquisition of Subsidiaries Under Common Control, page F-40

26.      Please tell us why it is appropriate to reflect the apparent $4.0
million write-off of loans
         receivable from entities not included in your reorganization
transaction as a capital
         distribution. Reference for us the authoritative literature you relied
upon to support your
         accounting. In your response:
           Tell us the names of the debtors underlying these loans;
           Tell us whether Mr. Tu controlled these entities;
           If Mr. Tu controlled these entities, explain why you could not
determine the
              collectibility of these loans; and
           If Mr. Tu did not control these entities, explain why these loans
were not written off
              with a charge to your statements of profit or loss.
 Lei Wang
FirstName LastNameLei Wang
Guardforce AI Co., Limited
Comapany NameGuardforce AI Co., Limited
April 16, 2020
April 7 2020 Page 7
Page 16,
FirstName LastName
Note 14: Taxation
(d) Withholding tax, page F-45

27.      You reflect withholding taxes receivables from the Thai Revenue
Department on the
         services you provided as long-term assets on your balance sheet.
Please address the
         following comments:
           Tell us when and how these withholding taxes are recovered. In your
response tell us
              whether these withholding taxes can be credit to your income
taxes;
           At the disclosed 3% withholding rate, it appears that the receivable
balances at June
              30, 2019 and December 31, 2018 represent approximately $206.6
million and $180.2
              million of service revenues, respectively. Given your current
levels of revenues,
              these amounts appear to represent multiple years of revenue. Tell
us how these
              amounts are collectible;
           Tell us why you apparently have no current portion of withholding
taxes receivables
              as demonstrated in Note 7 See paragraph 61 of IAS 1;
           Tell us why your withholding taxes receivable increased at a rate
greater than 3% of
              revenues from December 31, 2018 to June 30, 2019. In this regard,
your receivable
              increased $794 thousand during this period which at the 3% rate
would equate to
              approximately $23.8 million in revenues, an amount significantly
in excess of the
              $18.6 million recorded during the first six months of 2019;
           Revise your disclosure to provide the anticipated recovery period
for these
              receivables consistent with the guidance in paragraph 65 of IAS
1; and
           Revise your liquidity discussion beginning on page 24 to disclose
the impact of the
              extended recovery period for these receivables.
Note 15: Provision for Employee Benefits, page F-47

28.      Please revise your disclosure to provide the following or tell us why
this information is
         not required to be disclosed:
           The significant actuarial assumptions used to determine the present
value of your
              defined benefit obligation under paragraph 144 of IAS 19;
           The sensitivity analysis and related information required by
paragraph 145 of IAS 19;
              and
           The information about future cash flows required by paragraph 147 of
IAS 19.
Note 22: Subsequent Events, page F-51

29.      Please tell us your consideration for including pro forma information
in your filing for
         your merger transaction with VCAB Eight Corporation. In your response,
tell us:
           Your anticipated accounting for the transaction including reference
to the
             authoritative literature to support your position;
           The estimated fair value of the 2.6 million ordinary shares you
expect to issue in the
             transaction and how you derived that value; and
           The aggregate settlement value of all the claims derived from the
             bankruptcy proceedings that you are settling by issuing your
ordinary shares.
 Lei Wang
Guardforce AI Co., Limited
April 16, 2020
Page 8
General

30.      Please confirm your understanding that your registration statement
will automatically
         become effective 60 days after filing. Upon effectiveness, you will
become subject to the
         reporting requirements of the Securities Exchange Act of 1934. In
addition, note that we
         will continue to review your filing until all of our comments have
been addressed.
        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 Mark Brunhofer at 202-551-3638 or David Irving at
202-551-3321 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Julia Griffith at 202-551-3267 or Justin Dobbie at 202-551-3469 with
any other
questions.



FirstName LastNameLei Wang                                   Sincerely,
Comapany NameGuardforce AI Co., Limited
                                                             Division of
Corporation Finance
April 16, 2020 Page 8                                        Office of Finance
FirstName LastName