SecProbe.io

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Mail Stop 3561

October 11, 2005

Eric Lung, President
Paracap Corporation
5525 West Boulevard, Suite 443
Vancouver, British Columbia
Canada V6M 3W6

      Re:	Paracap Corporation
		Registration Statement on Form SB-2
      Filed September 12, 2005
		File No. 333-128253

Dear Mr. Lung:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement Cover Page
1. In your next filing, please include your IRS Employer
Identification number.

Prospectus Cover Page
2. We note that the registration statement covers the resale of a
large amount of common shares that are being offered by the sole
officer/director.  Generally, we view resale transactions by
related
parties of this amount as an offering "by or on behalf of the
issuer"
for purposes of Rule 415(a)(4) of Regulation C.  Under the rule,
equity securities offered by or on behalf of the registrant cannot
be
sold "at the market" price unless the offering satisfies the
requirements set forth in the rule.  Your offering does not appear
to
meet the requirements.  Please revise your registration statement
to
price those shares and disclose that the sole officer/director
will
conduct his offering at the fixed price for the duration of the
offering.  The prospectus should also make clear the fact that the
sole officer/director is considered an underwriter of this
offering.
Revise your prospectus accordingly, including your cover page,
summary and plan of distribution section.
3. Your disclosure indicates that you are a development stage
company
established on April 1, 2005, with no operations, no revenues and
no
significant assets.  You also indicate you have not commenced your
planned principal operations.  It therefore appears that your
proposed business may be commensurate in scope with the
uncertainty
ordinarily associated with a blank check company.  Accordingly,
please revise your disclosure throughout your registration
statement
to comply with Rule 419 of Regulation C, or provide us with an
explanation of why Rule 419 does not apply, including detailed
disclosure in your registration statement regarding your plan of
operations.

Selected Financial Data, page 6
4. Please revise the heading for your income statement to
accurately
reflect either the audited period reflected in your financial
statements or the actual period reflected in this summary of
financial information.  Note the period presently stated precedes
your incorporation date of April 1, 2005.  Also please explain the
$11,000 difference between the amount reflected in the summary of
financial data and your audited statement of operations or revise
as
applicable.

Risk Factors, page 7
5. In your risk factor section please consider disclosure
regarding
the certainty of licenses, the limited term of your agreement with
Beta and any other risks of doing business in your particular
industry (including regulatory risks related to sales of liquor)
or
country.

Plan of Distribution, page 9
6. Your plan of distribution seems to indicate that the share held
by
selling shareholders could potentially be sold under Rule 144
currently.  Please explain how the selling shareholders would
currently be able to utilize Rule 144.  You may also wish to
determine the affiliate status of the shareholders in question.
7. We note your reference to short sales.  Please advise whether
any
selling shareholders have taken or plan to take any short
positions
prior to effectiveness of this registration statement.  Short
positions prior to effectiveness are inappropriate under Section 5
of
the Securities Act.

Section 15(g) of the Exchange Act, page 11
8. While discussing accredited investors, you indicate that
accredited investors generally include institutions with assets in
excess of $8 million.  Please note that the standard for an
accredited investor institution generally includes institutions
with
assets in excess of $5 million.

Description of Business, page 12
Management Licensing Agreement, page 13
9. Please discuss fully your experience operating liquor stores.
Also, discuss whether Beta is in the business of constructing
liquor
stores and entering into management agreements with other parties.
Please discuss whether Beta provides any training.

Principal Products and Services and Their Markets, page 13
10. Please indicate whether you have any current arrangements for
financing or credit with the suppliers from which you intend to
purchase your products.
11. Please indicate what type of transportation would be necessary
for your supplies and whether you currently have available
transportation for this purpose.

Insurance, page 14
12. Please indicate whether you intend to have any insurance
coverage, either for the business or for employees.

Government Regulation, page 14
13. Your discussion does not make clear whether Paracap or Beta
will
be responsible for payment of annual license fees.  Please
clarify.
Additionally, please include a discussion of the risks of the
license
not being renewed annually.
14. Please expand your discussion to indicate whether Beta or you
are
the named owner on this liquor license.  If you are the owner
please
discuss who will retain these rights at the end of the five year
lease in the event it is not renewed.

Management`s Discussion and Analysis or Plan of Operation, page 15
Plan of Operation for the Next Twelve Months, page 15
15. Please revise your disclosure to expand why you believe your
current working capital will be sufficient to meet your cash needs
for the next twelve months.  We note your net loss of $13,542
exceeds
the $6,658 of cash on hand at your fiscal year end.  Specifically
discuss how you intend to pay for the next twelve months of
operating
costs including pre-opening costs, employee wages, liquor and
beverage inventory, supplies, fixtures and other costs expected to
be
incurred prior to your location opening for operation.  In the
event
you are required to delay the opening of your store, please
disclose
if you will be required to pay monetary penalties to Beta, a
landlord
or any other third parties and if you are required to pay any
other
form of compensation to Beta associated with this license
agreement.
16. Please expand your discussion to state if you have any
contractual obligations to repay Beta, the licensor, or any other
party, for the costs incurred to complete the construction of the
liquor store that you will manage.  Please clarify whether Beta
also
will pay all taxes and fees of the store or whether Paracap would
be
responsible for taxes and/or rent.

Management, page 17
17. Please include five full years of business experience for Mr.
Lung.  See Item 401 of Regulation S-B.

Principal and Selling Shareholders, 19
18. Please indicate the controlling shareholder of Beta
Enterprises.
Please see I.60 of the Division of Corporation Finance`s Manual of
Telephone Interpretations Manual (July 1997) and 4S of the
Regulation
S-K section of March 1999 supplement to the manual.
19. In your discussion of issuances of shares pursuant to
Regulation
S, the number of shareholders discussed is 19.  However, in the
list
of selling shareholders on the previous page, there are 30
shareholders listed.  Please explain how you issued shares in
April
through June 2005 to 19 individuals and entities, but 30
shareholders
are listed now as selling shareholders.
20. Disclose whether any selling shareholder is a registered
broker-
dealer or an affiliate of a broker-dealer.  If any selling
shareholder is a broker-dealer, disclose that it is an
"underwriter"
within the meaning of the Securities Act of 1933.  You should also
revise the plan of distribution section accordingly.
21. If the selling shareholder is an affiliate of a broker-dealer,
disclose, if true, that:

* The seller purchased in the ordinary course of business, and
* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

If these statements are not true, then the prospectus must state
that
the selling shareholder is an underwriter.
22. Please tell us the basis for issuing 10,500,000 common shares
at
$0.001 per share in April 2005 and 2,070,000 common shares in May
and
June for $0.01 per share.  Include in your response any
developments
in your business that will support an increase in value over the
two
month period and confirm that you received cash proceeds for each
of
these issuances, excluding the transaction with Beta.  If you
determine the shares issued to employees at $0.001 are below fair
value, you are required to record compensation expense for any
employee award of equity instruments below fair value.
23. We notice certain names are repeated in your list of selling
shareholders.  Please confirm that no relationships exist and no
transactions have occurred that are described in Item 404 of
Regulation S-B.  If you determine these described relationships
exist
or transactions have occurred, please revise your filing to
include
the applicable required disclosures in this Item.

Future Sales of Shares, page 21
24. You indicate that "shares purchased in this offering, which
will
be immediately resalable without restriction of any kind."  Please
note that restrictions still apply to sales by affiliates
regardless
of the effectiveness of the registration statement.  Additionally,
please note that restrictions on all securities are in place until
after effectiveness of the registration statement.

Description of Securities, page 21
Common stock, page 21
25. Please do not refer investors to review state statutes, your
articles or bylaws in this section.  Instead, explain the salient
points of the security as required.

Legal Matters, page 23
26. Please remove the term "certain" from this section.

Report of Independent Registered Public Accountants, page 25
27. Rule 2-02(a) of Regulation S-X requires the audit report of
your
independent registered public accountant to be manually signed.
Please revise your audit report to include the name and signature
of
your registered public accountant.

Balance Sheet, page 26
28. Please tell us the nature of the prepaid costs of $10,000 and
the
period in which you expect to receive these benefits and recognize
these costs into income.
29. Tell us your basis for assigning a value of $6,000 to the
license
including independent valuations and any other third party
evidence.
Also please disclose your amortization policy for this license.

Statement of Operations, page 27
30. We note you have a headquarters and executive office suite and
that you recorded office rent expense of $3,000 for the period
ended
July 31, 2005.  Please revise your filing to include an expanded
disclose of your office space arrangement.  If the arrangement is
an
operating lease please include the disclosures required by
paragraph
16(b) through (d) of SFAS No. 13 and Item 102 of Regulation S-B.

Statement of Shareholders` Equity, page 29
31. Please advise or revise your statement to separately present
the
par value and additional paid-in-capital amounts for the issuance
of
common shares in exchange for the license agreement.

Note 2 Summary of Significant Accounting Policies, page 30
Impairment of Long Lived Assets, page 31
32. Please revise your policy note so the adoptive date for SFAS
No.
144 does not precede your date of inception, April 1, 2005.

Foreign Currency Translation, page 31
33. We note your functional currency is the Canadian dollar and
your
reporting currency is the U.S. dollar.  Please tell us the amount
of
the accumulated translation adjustment on your financial
statements
as of July 31, 2005 and why you have not presented these effects
either in a separate financial statement, as a component of
stockholders` equity or in the notes to your financial statements.
See paragraph 31 of SFAS No 52.  If you believe the accumulated
translation adjustment is immaterial please tell us your basis for
immateriality and include SAB No. 99 in your consideration.
Alternatively, if you determine the accumulated translation
adjustment is material to your financial statements please revise
your financial statements to present these effects.  Please
include
the disclosures in paragraphs 30 through 32 of SFAS No. 52, as
applicable.

Note 3 License, page 32
34. We note you disclose your licensor will be paid 30% of monthly
net profits as defined by generally accepted accounting
principles.
Please expand your discussion to disclose whether you refer to
U.S.
or Canadian GAAP and if net profit is analogous to net operating
income. Include in your discussion your obligations to pay fee
arrangements in the event you record a monthly net loss or
recurring
monthly net losses.
35. The management licensing agreement with Beta provides you the
right to manage and operate a specifically identified liquor store
for a stated five year period with a five year renewal option.
Please tell us if you considered if this arrangement meets the
definition of a lease in paragraph 1 of SFAS No. 13 and EITF No.
01-
8.  Please include the criteria in both the Statement and Issue in
your detailed response. If you have determined it is a lease,
please
tell us your accounting treatment including whether you classify
the
agreement as a capital or operating lease and include the criteria
in
paragraphs 7 and 8 of SFAS No. 13.  If you determine the
arrangement
does not contain a lease, then tell us if you have evaluated
whether
it is accounted for as a derivative within the scope of FASB
Statement No. 133 or as an executory contract.

Note 8 Subsequent Event, page 34
36. Please include the omitted information as it relates to the
number of common shares registered for public distribution.

Part II
37. Please note that you need to include the sections listed in
Part
II of the Form SB-2.  Specifically, please include information to
meet the requirements of Items 511, 512, 601, 701 and 701 of
Regulation S-B.

Signatures, page 35
38. Please ensure that your signature section is identical to the
section listed in Form SB-2.

Exhibits

Exhibit 5.1 - Legality opinion
39. Your legality opinion may not assume the official capacity of
each person signing the documents on behalf of the company.  The
authority to sign is a legal conclusion and cannot be assumed.

Exhibit 23.2 Consent of Independent Registered Public Accounting
Firm
40. Please revise your independent accountant`s consent to include
the accounting firm`s signature.  You should also obtain an
updated
consent if any changes other than typographical are made to the
financial statements and if the current date is more than thirty
days
from your anticipated effective date.  The current date of your
consent is September 6, 2005.

*********

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments