SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Alfredo Papadakis
Chief Executive Officer
The Now Corporation
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: The Now Corporation
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed February 25, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended 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.

Form 1-A/A filed on February 25, 2025
Cover page

1. We note your statement on the cover page that your offering has a
minimum offering
 amount of $50,000. We also note your statements elsewhere, such as on
page 8, that
 [t]here is no minimum aggregate offering amount and no provision to
escrow or
 return investor funds if any minimum amount of units is not sold, and
a similar
 statement on page 16. Please revise your disclosure throughout the
offering circular to
 address this discrepancy. Please revise your cover page to clarify if
there are any
 arrangements to place the funds received in an escrow, trust or similar
arrangement. In
 addition, we note your cover page states that "the offering will
terminate upon
 reaching the maximum proceeds," but on page 8, you state that the
offering will
 terminate within one year and may be extended for an additional 180
days. Please
 revise your disclosure on the cover page to clearly state the
termination date for the
 offering. Refer to Item 1(e) of Part II of Form 1-A. Also see Rule
251(d)(3)(F) for
 reference.
 March 11, 2025
Page 2

Offering Circular Summary
The Company is an "emerging growth company," as defined in the Jumpstart Our
Business
Startups Act, page 5

2. We note your disclosure on page 6 that you have irrevocably opted out of
the
 extended transition period for complying with new or revised accounting
standards
 pursuant to Section 107(b) of the Act. This is contrary to your
disclosures on pages 18
 and 50. Please correct your disclosure as appropriate.
Use of Proceeds, page 57

3. Please expand your discussion to describe any anticipated material
changes in the use
 of proceeds if all of the securities being qualified on the offering
statement are not
 sold. For example, you may explain your expected use of proceeds if you
only reach
 your minimum offering amount, and at various percentages (e.g., 25%,
50%, 75%).
 Please also disclose the material terms of the indebtedness for which
you will use the
 proceeds to discharge, and whether the proceeds from the offering will
satisfy
 your cash requirements or whether you anticipate it will be necessary to
raise
 additional funds in the next six months to implement the plan of
operations. See
 Instructions 3, 4 and 6 to Item 6 of Part II of Form 1-A.
Dilution, page 58

4. Please revise your table to include dilution calculations based on
shares issued and
 outstanding, and net tangible book value as of September 30, 2024.
Additionally,
 please ensure that the net tangible book value balance as of this date
is used in lieu of
 the total liability balance we note being currently used in the table.
Description of Capital Stock, page 65

5. Please revise to provide all of the description of securities disclosure
regarding your
 preferred stock required by Item 14(a) in Part II of Form 1-A. Please
also update your
 risk factors to discuss risks relating to your issued and outstanding
preferred stock. In
 addition, we note your discussion on page 43 to your exclusive forum
provisions.
 Please revise your disclosure here to discuss the exclusive forum
provisions, and
 disclose whether this provision applies to actions arising under the
Exchange Act. In
 this regard, we note that Section 27 of the Exchange Act creates
exclusive federal
 jurisdiction over all suits brought to enforce any duty or liability
created by
 the Exchange Act or the rules and regulations thereunder.
Financial Statements for the Nine Months Ended September 30, 2024 and December
31,
2023, Unaudited, page F-1

6. Please confirm that you are presenting in the period statements on pages
F-3 and F-4
 comparative results for the nine months ended September 30, 2023, and
not for the
 nine months ended December 31, 2023. We refer you to Part F/S(b)(5) of
Form 1-A.
Statements of Income and Retained Earnings (Deficit) for the Nine Months Ended
September
30, 2024 and December 31, 2023, Unaudited, page F-3

7. Please revise here and on page F-18 to correctly present earnings per
share and
 March 11, 2025
Page 3

 weighted average number of shares outstanding for all income statement
periods
 presented in accordance with ASC 260-10-45 and 260-10-50.
Statement of Stockholders' Equity September 30, 2024, Unaudited, page F-5

8. Please revise to present equity activity for the 9 months ended
September 30, 2024
 and 2023 only. We refer you to Part F/S(b)(5)(i) of Form 1-A. Similarly,
please revise
 your statement of stockholders equity on page F-17 to only present
equity activity for
 the fiscal years ended December 31, 2023 and 2022.
Note 2. Summary of Significant Accounting Practices, page F-6

9. You disclose on page F-7 that you operate on a January 31st fiscal year
end, while
 disclosing on page F-19 of your December 31, 2023 and 2022 financial
statements
 that you operate on a December 31st year end. Please correct your
disclosure.
Note 8. Management's Discussion and Analysis (MD&A), page F-11

10. Please relocate MD&A from the interim financial statements to a separate
section
 following the Description of Business Section ending on page 62
but before the
 Our Management section beginning on page 63. Please revise MD&A to
include a
 discussion of your financial condition, changes in financial condition,
liquidity, results
 of operations, and period-over-period variances pertaining to each
financial statement
 period presented in your filing. We refer you to Item 9 of the Offering
Circular
 section of Form 1-A.
Notes to Unaudited Financial Statements, September 30, 2024
Note 7. Subsequent Events, page F-11

11. Please tell us how you considered the need to include in your filing
required historical
 financial statements of acquirees Green Rain Solar Inc. and M Love
Vintage Holdings
 Inc., and related pro forma financial schedules as required by Part
F/S(b)(7)(iii) and
 (iv) of Form 1-A.
Notes to Unaudited Financial Statements, December 31, 2023
Note 6. Other Assets and Related Debt, page F-21

12. We note your disclosures on pages F-22 and F-23 pertaining to your
respective
 acquisitions of your Monster Elixir subsidiary on February 14, 2023 and
100%
 membership interest in Sunshine Minerals Ltd. LLC on June 23, 2023.
Please
 confirm whether you accounted for these acquisitions as business
combinations or
 asset acquisitions and provide us the basis for your conclusions with
references to
 applicable ASC guidance.
Part III
Exhibit Index, page II-1

13. Please file all material agreements with your next amendment. For
example, we note
 that you have not filed the following material agreements and
outstanding convertible
 notes you have entered into:
 1. the Purchase and Sale Agreement dated August 7, 2018, between you and
Eagle
 Oil Holding Company Inc. (now Green Stream Holdings Inc.),
 March 11, 2025
Page 4

 2. the $10 million convertible note issued in the exchange for various
assets in
 connection with such Purchase and Sale Agreement with Eagle Oil
Holding
 Company Inc.,
 3. the Purchase and Sale Agreement dated January 26, 2019 between you,
Medican
 Enterprises Inc., and Eagle Oil Holding Company Inc. (now Green
Stream
 Holdings Inc.),
 4. the $20 million convertible note issued in the exchange for various
assets in
 connection with such Purchase and Sale Agreement with Medican
Enterprises
 Inc., and
 5. the Stock Purchase Agreement dated October 22, 2024, between you and
VGTel
 Inc., whereby you acquired two subsidiaries: Green Rain Solar Inc.
and M Love
 Vintage Holdings Inc.
 Please see to Item 17(6) in Part III of Form 1-A which requires that an
issuer file
 material contracts in which the issuer is a party or has a beneficial
interest as exhibits
 to the offering statement.
14. Please file a legality opinion. See Item 17(12) in Part III of Form 1-A.
 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.

 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 Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>