United States securities and exchange commission logo





                             May 2, 2024

       Weihong Du
       Chief Executive Officer
       Transit Pro Tech Inc.
       100 N. Barranca, Street, Suite 460
       Covina, California 91791

                                                        Re: Transit Pro Tech
Inc.
                                                            Registration
Statement on Form 10-12G
                                                            Filed April 4, 2024
                                                            File No. 000-56650

       Dear Weihong Du:

                                                        We have reviewed your
filing and have the following comments.

              Please respond to this letter 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 a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Registration Statement on Form 10-12G

       Business, page 4

   1.                                                   Please clearly identify
the relevant geographic markets in which you and your subsidiaries
                                                        intend to operate.
Refer to Item 101(h)(4)(i) of Regulation S-K.
   2.                                                   We note that the
company   s business plans include operations in China. Please revise to
                                                        provide a more complete
discussion regarding the need for Chinese government approval
                                                        of your principal
products and services. To the extent you have not yet received such
                                                        approval, discuss the
status of the approval within the government approval process. We
                                                        note at the bottom of
page 5 that Transit Pro Tech Inc. does "not intend to abandon the
                                                        Chinese railway
market." Refer to Item 101(h)(4)(viii) of Regulation S-K for guidance.
       Business, page 5

   3.                                                   We note that Messrs. Du
and Xie are involved in Shenzhen Beyebe Internet Technology
                                                        Co. Limited, which is
identified as a distributor of over 1,000 products in China. Please
                                                        revise to clearly
disclose the place of incorporation of Shenzhen Beyebe Internet
 Weihong Du
FirstName
Transit ProLastNameWeihong   Du
            Tech Inc.
Comapany
May  2, 2024NameTransit Pro Tech Inc.
May 2,
Page 2 2024 Page 2
FirstName LastName
         Technology Co. Limited, the product market in which it operates, a
more complete
         discussion regarding Messrs. Du and Xie's involvement with the
company, including
         whether one or both maintains voting or operational control of the
company, and revise
         your risk factor disclosure to provide a more robust discussion
regarding the potential
         conflict of interest. In addition, since the agreements were not
negotiated on an arms-
         length basis, please provide a more complete disclosure regarding the
fact that the terms
         of the agreements may not be as beneficial to the company as if they
had been negotiated
         at arm's length.
Employees, page 7

4.       We note that you have 10 full-time employees and that many operate
remotely. Please
         revise to clarify whether your employees are located in the United
States. To the
         extent they are not, revise to discuss the geographic location of your
employees or tell us
         why it is not material.
Plan of Operation, page 19

5.       Revise to identify and discuss the current status of negotiations with
the "strategic
         customer" for which you are conducting pilot research and developing
the first batch of 30
         key phase points. Please reconcile this information with the
information on page 9 which
         provides that the company has "not yet . . . attracted any customers."
6.       Your disclosure provides that the company was formed    for the
purpose of marketing
         [y]our products primarily to railway operators in the United States
and other countries
         outside of China." However, it appears that your principal operations
will take place in
         China as your sole material agreement is with a Chinese operating
company that has been
         granted the right "to market and distribute in mainland China products
incorporating
         [y]our technologies.    Please reconcile this apparent inconsistency.
Security Ownership of Certain Beneficial Owners and Management, page 24

7.       Given the substantial voting power of class B shares, please revise
your beneficial
         ownership table to add a column disclosing the aggregate voting power
held by each
         person listed in the table.
Directors and Executive Officers, page 25

8.       Please describe the business experience during the past five years of
each director and
         executive officer, including: each person's principal occupations and
employment during
         the past five years; the name and principal business of any
corporation or other
         organization in which such occupations and employment were carried on;
and whether
         such corporation or organization is a parent, subsidiary or other
affiliate of the Company.
         In addition, for each director or person nominated or chosen to become
a director, briefly
 Weihong Du
Transit Pro Tech Inc.
May 2, 2024
Page 3
         discuss the specific experience, qualifications, attributes or skills
that led to the conclusion
         that the person should serve as a director for the Company. Refer to
Item 401 of
         Regulation S-K.
Related Party Transactions, page 27

9.       We note that you have entered into various agreements and transactions
with Beyebe
         Technology AI and Shenzhen Beyebe Internet Technology Co. Limited.
Please revise to
         more clearly discuss the relationship between these entities. In
addition, consider revising
         here or elsewhere as appropriate provide an organizational chart that
clarifies the
         ownership structure, country of incorporation and common control for
each of these
         entities.
10.      Please revise your disclosure regarding related party transactions to
provide information
         pursuant to the threshold set in Item 404(d)(1) of Regulation S-K
applicable to smaller
         reporting companies, where the amount involved exceeds the lesser of
$120,000 or one
         percent of the average of the smaller reporting company's total assets
at year end for the
         last two completed fiscal years.
General

11.    Please revise your disclosure where appropriate to identify each
director
       and officer residing outside the United States and provide their place
of residence. To the
       extent any of your officers or directors are in Hong Kong or China,
please add a
       separately captioned enforceability of civil liabilities section,
addressing:
           an investor's ability to effect service of process within the United
States on directors
           and officers in China or Hong Kong;
           an investor's ability to enforce judgments obtained in U.S. courts
against such
           directors and officers based on the civil liability provisions of
the U.S. federal
           securities laws; an investor's ability to enforce in China or Hong
Kong judgments of
           U.S. courts based on the civil liability provisions of the U.S.
federal securities laws;
           and
           an investor's ability to bring an original action in a court in
China or Hong Kong to
           enforce liabilities against directors and officers based on the U.S.
federal securities
FirstName LastNameWeihong
           laws.                 Du
Comapany
           IfNameTransit     Pro Tech
              your disclosure        Inc.on an opinion of counsel, name counsel
in the prospectus
                               is based
           and  file
May 2, 2024 Page 3   as an exhibit counsel's consent to be named and the use of
its opinion.
FirstName LastName
 Weihong Du
FirstName
Transit ProLastNameWeihong   Du
            Tech Inc.
Comapany
May  2, 2024NameTransit Pro Tech Inc.
May 2,
Page 4 2024 Page 4
FirstName LastName
        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.

        Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Matthew Derby at
202-551-3334
with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology