United States securities and exchange commission logo





                           April 7, 2021

       Timothy Young
       Chief Executive Officer
       SunHydrogen, Inc.
       10 E. Yanonali St.
       Suite 36
       Santa Barbara, California 93101

                                                        Re: SunHydrogen, Inc
                                                            Form 10-K for the
Fiscal Year Ended June 30, 2020
                                                            Filed September 23,
2020
                                                            File No. 000-54437

       Dear Mr. Young:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to the comment 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
       comment applies 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 for the Fiscal Year Ended June 30, 2020

       Report of Independent Registered Public Accounting Firm, page F-1

   1.                                                   Based on the
requirements of paragraphs 12 and 13 of PCAOB Auditing Standard 2415,
                                                        an appropriately titled
going concern paragraph included in an auditors' report should
                                                        immediately follow the
opinion paragraph. Please file an amendment to have your current
                                                        auditor ensure that
their audit report fully complies.
 Timothy Young
SunHydrogen, Inc.
April 7, 2021
Page 2


       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 Andi Carpenter at 202-551-3645 or Sisi Cheng at
202-551-5004 with
any questions.



FirstName LastNameTimothy Young                           Sincerely,
Comapany NameSunHydrogen, Inc.
                                                          Division of
Corporation Finance
April 7, 2021 Page 2                                      Office of
Manufacturing
FirstName LastName