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                             July 3, 2022

       Brajnandan Sahay
       Chief Executive Officer
       ASI Aviation, Inc.
       11921 Freedom Drive
       Suite 550
       Reston, VA 20190

                                                        Re: ASI Aviation, Inc.
                                                            Amendment No. 1 to
Offering Statement on Form 1-A
                                                            Filed on June 22,
2022
                                                            File No. 024-11887

       Dear Mr. Sahay:

             We have reviewed your amended offering 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 amending your offering statement
and providing the
       requested information. 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 any amendment to your offering statement and the
information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
3, 2022 letter.

       Amendment No. 1 to Offering Statement on Form 1-A

       General

   1.                                                   Please revise to
include updated financial statements as required by Part F/S of Form 1-A.
                                                        Refer to paragraph (b)
of Part F/S.
 Brajnandan Sahay
FirstName   LastNameBrajnandan  Sahay
ASI Aviation,  Inc.
Comapany
July 3, 2022NameASI Aviation, Inc.
July 3,2 2022 Page 2
Page
FirstName LastName
2.       We note your response to comment 2 and reissue in part. Please refer
to Exhibit 12 and
         the assumption contained in the last bullet of the seventh paragraph
on page 2 regarding
         authorized shares. Counsel cannot assume that the company will have
sufficient
         authorized shares to complete the offering. Please have counsel remove
this inappropriate
         assumption. For guidance on assumptions, refer to Section II.B.3.a of
Staff Legal Bulletin
         No. 19.
       Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at
202-551-3680
with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:      Paul C. Levites