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                             August 4, 2020

       Glenn H. Sherman
       President and Chief Executive Officer
       Moving iMage Technologies Inc.
       17760 Newhope Street,
       Fountain Valley, California 92075

                                                        Re: Moving iMage
Technologies Inc.
                                                            Amendment No. 5 to
                                                            Registration
Statement on Form S-1
                                                            Filed July 10, 2019
                                                            File No. 333-234159

       Dear Dr. Sherman:

             We have reviewed your amended registration 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 registration
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 registration 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
November 20, 2019 letter.

       Amendment No. 5 to Form S-1

       Summary, page 1

   1.                                                   Provide more detailed
disclosure on the Conversion, including, but not limited to, a
                                                        discussion of the
purpose of the Conversion and its significance. Discuss any material
                                                        effects on shareholders
and consider providing a chart of the structure of the company and
                                                        its subsidiaries before
and after the Conversion.
       Unaudited Pro Forma Financial Information, page 36

   2.                                                   We note that your pro
forma balance sheet at March 31, 2020 includes a column for
                                                        MITQ Holding
Consolidated. Please explain to us what this column represents and why it
 Glenn H. Sherman
Moving iMage Technologies Inc.
August 4, 2020
Page 2
      is included in the pro forma financial information. Revise your
disclosures as necessary.
Exhibits

3.    Please revise your legal opinion to reflect the additional shares you are
offering and to
      include any additional relevant updated information.
General

4.    We note that "Moving iMage Technologies, Inc.", the name you have listed
on your cover
      page of your registration statement, does not appear in an entity search
on the Delaware
      Secretary of State Division of Corporations webpage. Please confirm that
you are
      currently incorporated in the State of Delaware. Revise your disclosure
throughout your
      registration statement, as necessary.
       You may contact Eric Atallah at (202) 551-3663 or Kevin Kuhar at (202)
551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Courtney Lindsay at (202) 551-7237 or Suzanne Hayes at (202) 551-3675
with any other
questions.



                                                            Sincerely,
FirstName LastNameGlenn H. Sherman
                                                            Division of
Corporation Finance
Comapany NameMoving iMage Technologies Inc.
                                                            Office of Life
Sciences
August 4, 2020 Page 2
cc:       Thomas Poletti, Esq.
FirstName LastName