Lenco Mobile Inc.

2025 First Avenue, Suite 320

Seattle, Washington 98121

February 25, 2013

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Spirgel:

This letter sets forth the responses of Lenco Mobile Inc. (the “Company”) to the comments of the Securities and Exchange Commission staff (the “Staff”) relating to the filings referenced above contained in your letter dated December 14, 2012 (the “Comment Letter”). The Company’s responses are set forth below and are numbered to correspond to the numbers of the comments in the Comment Letter.

Form 10-K for the fiscal year ended December 31, 2011

Report of Independent Registered Public Accounting Firm, pages 39 and 40

Comment No. 1

We note your predecessor auditors of your 2010 and 2009 financial statements have included, on pages 39 and 40, scope exceptions in their audit reports with regard to the adjustments to record the effects of the discontinued operations. Tell us if your successor auditor audited the adjustments to record the discontinued operations within your prior period financial statements that were audited by your predecessor auditors. If so, please have your auditor explain to us the consideration given to the guidance provided by the PCAOB Staff Questions and Answers, “Successor Auditor Audits the Adjustments to Prior-Period Financial Statements”, Questions 4 and 5.

Response No. 1

Our successor auditor informed us that they audited the adjustment to record the discontinued operations within the prior period financial statements audited by predecessor auditors and are prepared to reissue their report. That revised report will be included in an amended Form 10-K.

Note 2 – Discontinued Operations, page 51

Comment No. 2

We note from the third paragraph of page 51 that RadioLoyalty has agreed to pay you a sum of cash for your broadcast media operations based upon 3.5% of the revenues recognized by RadioLoyalty from November 1, 2011 to November 1, 2014. Refer to ASC 205-20-45-1 and explain to us your consideration of whether your retention of risk and your apparent continuing interest in future cash flows from your broadcast media operations should impact your ability to present your broadcast media operations as a discontinued operation.

Response No. 2

ASC 205-20-45-1specifies that to qualify for presentation as a discontinued operation two conditions must exist; (1) The operations and cash flows of the component have been (or will be) eliminated from the ongoing operation of the entity as a result of the disposal transaction and; (2) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. ASC Subtopic 205-20-55-3 presents a series of four questions used to evaluate whether the two above conditions are met:

As a result of the above analysis, the Company determined that RadioLoyalty was appropriately presented as discontinued operations in our consolidated financial statements.

Note 2 – Discontinued Operations, page 51

Comment No. 3

It is unclear to us how the first table on page 52 relates to your previously reported historical results of operations. For instance, we note you reported in your December 31, 2010 Form 10-K revenues for the years ended December 31, 2010 and 2009 of $8,357,331 and $9,336,791, respectively, which differ materially from the comparable disclosed amounts of $15,949,845 and $12,226,488. Please advise us and reconcile your disclosure.

Response No. 3

The amount of total revenue as reported in Form 10-K for 2011 and 2010 is the same.  The decrease in net revenues ($2,274,433 for 2010 and $1,827,353 for 2009) between the amounts reported in the Form 10-K for December 31, 2011 and 2010, is a result of the Broadcast Media business being discontinued in 2011 and reclassified from continuing operations to discontinued operations.  The following table provides a reconciliation of revenue from continuing operations between the Form 10-K filed for December 31, 2011 and Form 10-K filed for December 31, 2010

The following table provides a reconciliation of revenue from continuing operations between the Form 10-K filed for December 31, 2011 and Form 10-K filed for December 31, 2010:

Note 6 – Business Acquisitions

Acquisition of iLoop Mobile Inc., page 54

Comment No. 4

We note that you used liquidation preference as the fair value of the Series B1 and B2 preferred shares issued in the acquisition of iLoop Mobile, Inc. It is unclear to us how the net tangible assets of Lenco Mobile, Inc. at the acquisition date support such a methodology. Please advise us. Tell us how you determined that the nominal liquidation preference of your Series B1 and B2 preferred shares represent the price that would be received if the Series B1 and B2 preferred shares were sold in an orderly transaction between market participants at the measurement date.

Response No. 4

On December 27, 2011, Lenco Mobile, Inc. completed its acquisition of iLoop Mobile, Inc. for a total purchase consideration of $28,185,900. The purchase consideration is comprised of $8,771,000 of Series B-1 Preferred Shares, $5,813,000 Series B-2 Preferred Shares, $537,000 Common Stock, $1,600 Cash, $12,948,000 in Assumed Liabilities, and $115,000 of Fair Value of Options Assumed. We used a third party valuation firm to perform a valuation of iLoop Mobile Inc and the consideration provided in the acquisition as required under ASC 805.

The third party valuation determined the fair value of Series B-1 Convertible Preferred and Series B-2 Convertible Preferred which coincided with the nominal liquidation preference. To clarify the valuation, we propose the following disclosure be edited in the amended Form 10—K as follows:

The fair value of Series B1 and B2 preferred stock was determined to be of $8.8 million and $5.8 million, respectively, was determined to be the number of shares outstanding multiplied by the liquidation preference on a per share basis.

Note 6 – Business Acquisitions

Acquisition of Jetcast, Inc., page 55

Comment No. 5

Tell us the date upon which you gained control over Jetcast, Inc. and how you determined the value of the 4,001,235 unregistered common shares issued as consideration for the acquisition. Reconcile the per share value used to the trading price for your common shares on the Jetcast, Inc. acquisition date.

Response No. 5

The date we gained control over Jetcast, Inc. was September 28, 2010.

The fair value of our common shares on the acquisition date was determined by an independent appraiser. An independent appraiser determined that our shares had several characteristics that reduced the fair value of our shares below the market price on the day of the transaction. A discount was applied for (i) a restriction that prohibits the seller from reselling any of the shares until the first day of the calendar quarter following the Company’s filing with the SEC of results for the last quarter and (ii) the shares have a very low average daily trading volume that results in the shares being very illiquid.

To clarify the purchase price, we propose the following disclosure be included in the amended Form 10—K:

The transaction was valued at up to approximately $20,795,575, consisting of: (i) cash of $500,000 paid at closing; (ii) $8,780,473 million paid through the issuance of 4,001,235 shares of our common stock (valued based on the $3.08 per share closing price on the date of the acquisition, reduced by a restriction and blockage discount); (iii) up to $11,515,102 in contingent consideration (payable in cash of $3,400,000 and $8,115,102 in shares of our common stock), based upon Jetcast’s estimated revenue generation for the eighteen month period beginning on the first day of the first calendar quarter following the closing of the transaction.

Item 9A, Management’s Annual report of Assessment of Internal Control over Financial Reporting, page 73

Comment No. 6

We note that management discloses in the fourth paragraph of page 73 that it did not complete its assessment of the effectiveness of internal control over financial reporting. Please complete and provide such an assessment of the effectiveness of internal control over financial reporting and the related attestation report of your registered public accounting firm, as required by Item 308 of Regulation S-K.

Response No. 6

In our amended Form 10-K we will revise our disclosure. We have been advised by our auditors they will complete their audit of ICFR and will re-issue their report on that audit. The disclosure is suggested to be as follows with the changes in a marked up format:

We maintain disclosure controls and procedures that are designed to ensure that information that we are required to file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2011.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2011 because of certain material weaknesses in our internal controls over financial reporting identified below.

Management’s Annual Report on Assessment of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and includes those policies and procedures that:

We completed our acquisition of iLoop Mobile Inc. on December 27, 2011.  In connection with that transaction, we reorganized our board of directors and, on December 30, 2011, appointed Matthew Harris as our new Chief Executive Officer.  Chris Dukelow was appointed our new Chief Financial Officer on February 27, 2012. As a consequence of these events, our management did not complete its assessment of the effectiveness of the Company'sManagement. Management reviewed historical information, organizational structure and documentation to assess internal controls over financial reporting as of 12/31.

Notwithstanding our inability to complete an assessment of our internal control over financial reporting, the The following material weaknesses have been identified in our internal control over financial reporting as of December 31, 2011:

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a more than remote likelihood that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Accordingly, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2011, based on the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

However, since management has not completed its assessment, we cannot provide assurance that the material weaknesses described above constitute a complete list of deficiencies. Had management completed its assessment, additional internal control weaknesses as of December 31, 2011 may have been detected.  In addition, because management did not complete its assessment, our independent registered public accounting firm was unable to render an opinion on the effectiveness of our internal control over financial reporting.

Our management is in the process of identifying the steps necessary to address the material weaknesses described above, as follows:

The Company is developing the remediation plans for the material weaknesses identified above. The Company's remediation efforts are expected to continue through fiscal 2012 and into 2013.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected on a timely basis.

Form 8-K/A, dated December 23, 2011, filed February 23, 2012

Comment No. 7

Please amend to include the interim financial statements of iLoop, Inc. as required by Item 9.02(a)(1) of Form 8-K.

Response No. 7

We have revised our 8-K and will file an amendment on Form 8-K to include the separately stated interim financial statements of iLoop, Inc. as required.

As requested in the Staff’s comment letter, the Company makes the acknowledgement that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further comments or questions regarding this letter, please contact me at 206-419-1975.

Sincerely yours,

/s/ Chris Dukelow

Chris Dukelow

Chief Financial Officer

Cc: Matthew Harris, Chief Executive Officer

Christopher Stanton, General Counsel

Perkins Coie LLP

Petersen Sullivan