December 21, 2018

Ban Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China

       Re: Powerbridge Technologies Co., Ltd.
           Amendment No. 2 to
           Draft Registration Statement on Form F-1
           Submitted December 10, 2018
           CIK No. 0001754323

Dear Mr. Lor:

      We have reviewed your amended 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.

Amendment No. 2 to Draft Registration Statement on Form F-1

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 53

1.     Please revise your aging of accounts receivable to separately show the
amount of current
       accounts receivable (i.e. within payment terms).
2.     We note from your aging of accounts receivable that approximately 55% of
your accounts
       receivable as of June 30, 2018 was more than 90 days past due. As part
of your
       discussion of liquidity, please disclose the amount of accounts
receivable as of June 30,
       2018 that was subsequently collected through the most recent practicable
date. In
 Ban Lor
Powerbridge Technologies Co., Ltd.
December 21, 2018
Page 2
         addition, please update your December 31, 2017 accounts receivable
collection
         disclosures to reflect the amounts collected through the most recent
practicable date.
3.       Your response to comment 9 states that generally you bill customers
"20% to 30% of total
         fee upon signing the contract, 20% to 30% of total fee upon completion
of developing,
         implementing and testing the customized applications and the remaining
30% to 50% of
         total fee is billed after the customer internally approves the project
and signs off the
         acceptance form." We also note from your response to comment 11 that
your four major
         government customers representing 59.4% of unbilled accounts
receivable as of
         December 31, 2017 were not billed as of December 31, 2017 because you
needed to
         receive full acceptance from ten national government bureaus and from
the local
         government. Using language which is similar to that provided in your
prior responses,
         please revise to more fully disclose your contract billing terms and
the multiple levels of
         acceptances and the additional performance from the Company that may
be required to
         bill the final contract amount upon completion of the project.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12

4.       We note your response to comment 9. Please disclose your typical
payment terms with
         customers (i.e., 30 days, 60 days). Tell us when the amounts included
in your accounts
         receivable balance as of December 31, 2017 were actually collected in
relation to the
         negotiated payment terms. In addition, please tell us if there are any
penalties for late
         payment.
        You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or
Melissa Walsh, Staff
Accountant, at 202-551-3224 if you have questions regarding comments on the
financial
statements and related matters. Please contact Donald Field, Attorney-Advisor,
at 202-551-3680
or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.



                                                               Sincerely,
FirstName LastNameBan Lor
                                                               Division of
Corporation Finance
Comapany NamePowerbridge Technologies Co., Ltd.
                                                               Office of
Information Technologies
December 21, 2018 Page 2                                       and Services
FirstName LastName