April 7, 2020

Fredi Nisan
Chief Executive Officer
GreenBox POS
8880 Rio San Diego Drive, Suite 102
San Diego, California 92108

       Re: GreenBox POS
           Form 10-K/A for the Fiscal Year Ended December 31, 2018
           Filed February 7, 2020
           File No. 1-34294

Dear Mr. Nisan:

       We have limited our review of your filing to the financial statements
and related
disclosures 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 to these comments, we may have additional
comments.

Form 10-K/A for the Fiscal Year Ended December 31, 2018

Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Settlement Processing, page 12

1.    Please show us how to reconcile the status of settlements as of December
31, 2018 to the
      amounts reported in the audited consolidated balance sheets.
Audited Statement of Consolidated Changes in Stockholders' Equity, page F-4

2.    Please include a statement of changes in stockholders' equity for the
year ended December
      31, 2017.
 Fredi Nisan
FirstName POS
GreenBox LastNameFredi Nisan
Comapany NameGreenBox POS
April 7, 2020
April 2 2020 Page 2
Page 7,
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Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9

3.       Please revise to provide the disclosures required by ASC 606-10-50.
Note 2 - Restatement, page F-11

4.       Please revise to provide the disclosures required by ASC 250.
Note 4 - Fixed Assets, page F-12

5.       Please disclose depreciation expense for each year presented. Please
refer to ASC 360-
         10-50-1. In addition, please tell us how depreciation expense is
classified in the audited
         statement of consolidated cash flows.
Note 5 - Equity Transactions
RB CAPO, page F-12

6.       Please explain to us how the RB transaction is presented in the
financial statements. In
         addition, please tell us the settlement terms agreed to in principal
disclosed in Note 12 and
         how the settlement is reflected in the financial statements.
Bucciero, page F-13

7.       We note your disclosure that the remaining cash balance of $300,000 is
stated in
         the equity section of the balance sheet as a receivable for equity
purchase. However, it
         does not appear the balance sheet includes a receivable for equity
purchase at December
         31, 2017. Please advise.
Note 8 - Income Taxes, page F-17

8.       Please tell us how the provision for income taxes is presented in the
audited statements
         of consolidated operations. Please also tell us how net deferred tax
liabilities
         are presented in the audited consolidated balance sheet and why the
change in deferred tax
         liabilities is not included in the income tax provision.
9.       We note your disclosure that a valuation allowance of $500,000 as of
December 31, 2018
         has been established against deferred tax assets related to loss
entities you cannot
         consolidate under the Federal consolidation rules. Please tell us the
entities you are
         referring to and why they are not included in your consolidated
federal income tax returns.

Note 11 - MTrac
New Exclusive Licensing Agreement: MTrac 5 Year License, page F-20

10.      We note you applied $270,000 of the $360,000 payment received in March
2018 to the
 Fredi Nisan
GreenBox POS
April 7, 2020
Page 3
         MTrac five year license, with the remaining $90,000 payment paid in
November 2018.
         Please tell us how you accounted for the remaining $90,000 payment
received in March
         2018 and the $90,000 payment received in November 2018. In addition,
please tell
         us how you ultimately accounted for such payments and the basis in
GAAP for your
         accounting.
Note 12 - Subsequent Events
C. Legal Matters, page F-21

11.      Please disclose whether you accrued a loss with respect to the RB
Capital Partners, Inc.
         and Dahan matters based on the settlement terms agreed to in
principal. In addition,
         please disclose whether you accrued a loss regarding the America 2030
Capital Limited
         and Bentley Rothchild Capital Limited matter and, if not, disclose (a)
an estimate the loss
         or range of loss if there is a reasonable basis for estimating it or
(b) that the loss cannot be
         reasonably estimated, or (3) otherwise advise.
       In closing, 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 Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at
(202) 551-
3344 with any questions.



FirstName LastNameFredi Nisan                                    Sincerely,
Comapany NameGreenBox POS
                                                                 Division of
Corporation Finance
April 7, 2020 Page 3                                             Office of
Trade & Services
FirstName LastName