United States securities and exchange commission logo





                              September 22, 2022

       Liqiong (Iris) Yan
       Chief Financial Officer
       Taoping Inc.
       Unit 3102, 31/F, Citicorp Centre
       18 Whitefield Road, Hong Kong

                                                        Re: Taoping Inc.
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2021
                                                            File No. 001-35722

       Dear Ms. Yan:

              We have reviewed your filing 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 20-F for the Fiscal Year Ended December 31, 2021

       Item 3. Key Information, page 2

   1.                                                   We note your corporate
structure diagram on page 41. Please identify clearly the entity in
                                                        which public investors
own ordinary shares and the entity(ies) in which the company   s
                                                        operations are
conducted. Describe the relevant contractual agreements between the
                                                        entities and how this
type of corporate structure may affect investors and the value of their
                                                        investment, including
how and why the contractual arrangements may be less effective
                                                        than direct ownership
and that the company may incur substantial costs to enforce the
                                                        terms of the
arrangements.
   2.                                                   In your summary of risk
factors, provide a specific cross-reference to the more detailed
                                                        risk factor.
   3.                                                   We note your disclosure
on page 4 related to the permissions and approvals to offer
                                                        securities. Please
revise to discuss any permissions and approvals required to be obtained
                                                        from Chinese
authorities to operate your business. Also, if you determine no permissions
 Liqiong (Iris) Yan
FirstName  LastNameLiqiong (Iris) Yan
Taoping Inc.
Comapany 22,
September   NameTaoping
                2022     Inc.
September
Page 2     22, 2022 Page 2
FirstName LastName
         are required, provide an explanation as to whether you consulted
counsel and, if not, why
         you did not consult counsel and why you believe you do not need any
permissions or
         approvals.
Cash is transferred through our organization in the following manner, page 3

4.       Please revise to quantify the extent to which transfers, dividends or
distributions have
         been made to date between your subsidiaries.
5.       Please revise to disclose, as you do on pages 28 and 73-74, any
restrictions on foreign
         exchange and your ability to transfer cash across borders and to U.S.
investors.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-11

6.       Revise your disclosure to clarify that there are no cash flows from
cryptocurrencies
         included in net cash used in operating activities since the revenue
recognized from mining
         is a noncash activity. In this regard, please revise your statement on
page F-22 and
         elsewhere that    cryptocurrencies awarded to the Company through its
mining activities
         are included within operating activities on the accompanying
consolidated statements of
         cash flows   .
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(f) Accounts Receivable, Accounts Receivable-related parties, and Concentration
of Risk, page
F-20

7.       We note that your allowance for credit losses is approximately 63% of
third party
         accounts receivable and 98% of accounts receivable - related parties.
We also note that
         your accounts receivable balance before allowance for credit losses is
138% of your
         revenue for the year ended December 31, 2021. Please provide a
detailed, company
         specific analysis of how you determined your allowance for credit loss
balance. Your
         analysis should discuss specific accounts receivable balances, their
aging, and when you
         determined they were uncollectable. Your analysis should also note if
certain balances
         related to one or more significant customers. In addition, disclose
how you considered
         ASC 606-10-25-1(e) and ASC 606-10-55-3A through 606-10-55-3C when
determining
         revenue recognition was appropriate.
(n) Cryptocurrencies, page F-22

8.       So that we may better understand your accounting policies for
cryptocurrencies, please
         address the following:
             Revise to describe your accounting policies for disposal and
de-recognition of
             cryptocurrencies, including how you determine if you have
transferred control of
             your cryptocurrencies and how you determine gains or losses on
disposal or de-
             recognition. Refer to ASC 610-20.
 Liqiong (Iris) Yan
FirstName  LastNameLiqiong (Iris) Yan
Taoping Inc.
Comapany 22,
September   NameTaoping
                2022     Inc.
September
Page 3     22, 2022 Page 3
FirstName LastName
                Revise to clarify where you classify cryptocurrency impairment
losses on your
              statements of operations and tell us the accounting literature
you relied upon to
              support this presentation.
                Describe to us in detail your reasons for classifying gains and
losses from the sale of
              cryptocurrency outside of loss from operations and cite the
authoritative accounting
              literature that supports your presentation.
9.       Please provide us with an accounting analysis to explain why you
believe it is appropriate
         to classify cash flows from selling cryptocurrencies within investing
activities. Also tell us
         how you present the cash outflows for purchases of cryptocurrencies
and explain the basis
         for such classification. Please refer to ASC 230-10.
Revenue - Cryptocurrency mining, page F-25

10.      We note your disclosure on page 66 regarding Ethereum mining. Please
revise to
         disclose, if true, that you mine both the Bitcoin and Ethereum
blockchain. To the extent
         that your accounting policies differ depending on the type of
cryptocurrency mined, please
         also revise your accounting policies to address those differences
accordingly.
11.      You disclose on page F-25 that contracts are terminable under certain
circumstances.
         Please supplementally address the following:
             Describe the circumstances under which contracts are terminable.
             Tell us if the contracts are terminable without compensating the
other party.
             Tell us for what period each party to your contract has
enforceable rights and
             obligations and the basis for your conclusion.
             Clarify if your right or the pool operator   s right to terminate
the contract governing
             your participation in the pool is conditional.
             Summarize the material rights and obligations of each party to
your pool participation
             contracts.
12.      We note your disclosure that your performance obligation in your
contracts with mining
         pool operators is the provision of computing power. Please revise to
clarify whether you
         satisfy your performance obligation over time or at a point in time.
Please provide us with
         your analysis demonstrating how you considered ASC 606-10-25-24.
13.      You disclose that, "The transaction consideration the Company
receives, if any, is
         noncash consideration, which the Company measures at fair value using
the quoted price
         of the related cryptocurrency on the date received, which is not
materially different than
         the fair value at the contract inception or at the time the Company
has earned the award
         from the pools." In this regard, please tell us how you determined
that the fair value of
         the noncash consideration on the date received is not materially
different than the fair
         value at contract inception. Also, explain why your disclosure
addresses the difference
         between the fair value of the noncash consideration on the date
received and its fair value
         when you earn the award from the pools. Refer to ASC 606-10-32-21 to
32-24.
 Liqiong (Iris) Yan
Taoping Inc.
September 22, 2022
Page 4
14.      Please revise to clarify when you recognize revenue. We note that
revenue is recognized
         when you receive confirmation of the consideration you will receive.
However, you also
         disclose that noncash consideration is measured on the date received.
Since it appears that
         the confirmation is received prior to the receipt of the noncash
consideration, it is
         unclear how you are able to measure the amount of revenue to recognize
upon receipt of
         the confirmation. Please supplementally clarify the time periods
between successful
         placement of a block on the blockchain by the pool operator, receipt
of confirmation, and
         receipt of consideration.
15.      Please clearly disclose your reward sharing mechanism as a pool
participant. In this
         regard, clarify the extent to which you are entitled to any
compensation for computing
         power provided for a block that the pool operator is not successful in
placing. In addition,
         tell us and disclose the amount of block rewards earned separately
from the amount of any
         fees for transaction verification.
16.      We note your reference to digital asset transaction fees. Please
describe to us, in detail,
         the types of fees you are charged by the mining pool operators and how
you account for
         those fees. Please also tell us whether you receive consideration net
of these fees or if you
         make a separate payment to the mining pool operator for digital asset
transaction fees.
         Finally, describe in detail how you considered ASC 606-10-32 in
determining the
         transaction price in your contracts with mining pool operators.
6. Related Party Transactions, page F-33

17.      We note based on your disclosure on page F-20 that accounts receivable
from related
         parties increased from $12,017,651 to $16,032,134 from December 31,
2020 to December
         31, 2021. However, you only discuss $0.1 million and $27,000 of
related party revenue
         for the year ended December 31, 2021. Please clarify and revise to
disclose all of your
         related party revenue.
18.      Please disclose total gross accounts receivable from related parties
as well as total
         allowance for credit losses from related parties for each period
presented. Disclose when
         the original revenue and accounts receivable were recorded and when
you determined the
         majority of this revenue would not be collected. Confirm, if true,
that this uncollectable
         accounts receivable was from Taoping New Media Co., Ltd. (TNM) and its
affiliates, an
         entity controlled by Mr. Lin, your Chairman and Chief Executive
Officer.
10. Cryptocurrencies,
FirstName             page F-34
           LastNameLiqiong     (Iris) Yan
Comapany
19.        NameTaoping
       Please              Inc.
              revise your rollforward  to include a separate column for each
type of
       cryptocurrency
September              held,
           22, 2022 Page  4 acquired or sold during the periods presented.
FirstName LastName
 Liqiong (Iris) Yan
FirstName  LastNameLiqiong (Iris) Yan
Taoping Inc.
Comapany 22,
September   NameTaoping
                2022     Inc.
September
Page 5     22, 2022 Page 5
FirstName LastName
General

20.      We note your risk factor on page 37. Please revise to also include a
separate
         Enforceability section to address the difficulty of bringing actions
against your officers
         and directors who are located in Hong Kong and enforcing judgments
against them.
        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 Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Inessa
Kessman, Senior Staff Accountant, at (202) 551-3371 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alexandra
Barone, Staff
Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Jianghuai Lin