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 May 16, 2025

Ryan Schadel
Chief Executive Officer
Metavesco, Inc.
410 Peachtree Pkwy, Suite 4245
Cumming, GA 30041

 Re: Metavesco, Inc.
 Offering Statement on Form 1-A
 Filed April 30, 2025
 File No. 024-12608
Dear Ryan Schadel:

 We have reviewed your offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Offering Statement on Form 1-A
General

1. Regulation A is not available for the conversion of the Subject
Convertible Notes into
 Offered Shares. Please revise throughout the offering statement to
clarify that the
 Subject Convertible Notes will convert into common stock and that you
are qualifying
 the Selling Shareholders reselling shares of common stock;
alternatively, explain why
 no revision is necessary.
2. Regulation A requires that you use the upper end of your price range to
disclose the
 aggregate offering amount of this offering. Refer to Rule 253(b)(2) of
Regulation A
 (but note that the midpoint is used in Part I, Item 4 of Form 1-A).
Please revise
 throughout your offering statement to ensure that you are consistent
with your
 disclosure of the maximum offering amount.
3. Please revise throughout the offering statement, including the cover
page, to fix the
 volume of securities pursuant to Rule 253(b)(4). If more than one
subparagraph of
 Rule 251(d)(3)(i) is being used to qualify securities, please revise
your cover page to
 clearly identify each subparagraph and the amounts being qualified
pursuant to such
 May 16, 2025
Page 2

 subparagraph. Please also remove the statement on page 20 that To the
extent the
 Subject Convertible Notes are not converted into Conversion Shares, all
unissued
 Conversion Shares would be available for sale by us hereunder.
4. We note that you may be qualifying the principal amount of Subject
Convertible
 Notes convertible into common stock for resale, but have not sought to
qualify the
 interest on the Subject Convertible Notes convertible into common stock
for resale.
 Please revise or explain why no revision is necessary. Refer to Note to
Rule 251(a)
 and Rule 253(b)(4) of Regulation A.
5. Assuming you are qualifying the shares for resale, please provide your
analysis
 regarding whether the offering should be characterized as an indirect
primary offering
 by or on behalf of the issuer with the Selling Shareholders identified as
underwriters.
 In addition, clarify whether and how the Company and Ryan Schadel will
determine,
 and investors will know, if shares are being acquired from the Company or
the Selling
 Shareholders, and provide your analysis as to why this transaction is not
an indirect
 primary offering. If the Selling Shareholders are engaged in an indirect
primary
 offering, then they would be statutory underwriters under Section
2(a)(11) of the
 Securities Act of 1933, as amended, and must therefore be identified in
the offering
 statement as an underwriter. For guidance, please refer to Securities Act
Rules
 Compliance and Disclosure Interpretation 612.09.
6. We note the minimum purchase requirement solely applies to the Company
Offered
 Shares. Please provide your analysis as to whether such condition
impermissibly
 delays the offering of the Company Offered Shares. Refer to Rule
251(d)(3)(i)(F) of
 Regulation A.
7. In Item 5 of Part I, you disclose that you are offering the securities in
50 states as well
 as the District of Columbia and Puerto Rico. On page 21 of Part II, you
disclose that
 you plan to sell the Offered Shares in Colorado, Connecticut, Delaware,
Georgia, and
 New York. Please revise to correct the discrepancy.
8. The Company appears to have issued or sold unregistered securities within
the past
 year, including the Subject Convertible Notes, the sale of common stock
to Meliori
 Incorporated, Ryan Schadel, and others, and a Rule 506(b) offering as
disclosed on a
 Form D filed on September 12, 2024. Please revise Item 6 of Part I to
disclose the
 foregoing.
Cover page

9. We note your cover page disclosure that We estimate that this offering
will
 commence within two days of the SEC s qualification of the Offering
Statement
 Your disclosure appears inconsistent with the requirement of Rule
251(d)(3)(i)(F) that
 a continuous offering be commenced within two calendar days after the
qualification
 date. Please revise or explain why no revision is necessary.
Use of Proceeds, page 19

10. You disclose on page 20 that the convertible note issued to NLF Support
Services,
 LLC is convertible at the holder s election. This appears to contradict
Section 2(a)(i)
 of the Convertible Promissory Note dated March 18, 2025, which provides
for
 May 16, 2025
Page 3

 automatic conversion fifteen business days after qualification of a
Regulation A
 offering of common stock. Please correct the discrepancy.
Plan of Distribution
Procedures for Subscribing, page 21

11. We note your disclosure here that the Company has not set a maximum
period of time
 to decide whether to accept or reject a subscription or when closings
will occur. We
 also note that the Company reserves the right to terminate the offering
at any time and
 may reject subscriptions in whole or in part, for any reason or no
reason. Please
 revise your disclosure to disclose the details of your process for
accepting or rejecting
 subscriptions and the mechanics of settlement, including how soon after
receipt of a
 subscription you will accept or reject such subscription, what factors
will go into
 deciding whether to accept or reject a subscription, what factors will
go into deciding
 when to settle subscriptions, how you will inform investors of the
settlement cycle,
 and how soon after you make final determination to accept or reject a
subscription
 will that settlement occur. As it appears that you have an undetermined
time to
 process subscription requests and can reject a subscription for any
reason, an
 undetermined time to have closings, and may terminate the offering at
any time,
 please provide your analysis as to whether your offering should be
considered to be an
 impermissible delayed offering and not a continuous offering within the
meaning of
 Rule 251(d)(3)(i)(F) of Regulation A.
Advertising, Sales and Other Promotional Materials, page 22

12. We note that you intend to use additional advertising, sales and other
promotional
 materials in connection with this offering and that such materials
are not to be
 considered part of this Offering Circular. Please clarify if these
materials are the
 types of communications contemplated by Rule 255 and revise to clarify
that such
 information will be filed with the Offering Circular pursuant to Part
III, Item 17(13),
 or explain why no revision is necessary.
 We will consider qualifying your offering statement at your request.
In connection
with your request, please confirm in writing that at least one state has
advised you that it is
prepared to qualify or register your offering. If a participant in your
offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us
that it has no
objections to the compensation arrangements prior to qualification.
 May 16, 2025
Page 4

 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.

 Please contact Lulu Cheng at 202-551-3811 or David Lin at 202-551-3552
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Eric Newlan
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