SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Mail Stop 3561
December 6, 2005

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

      Re:	Paracap Corporation
		Amendment No. 2 to Registration Statement on Form SB-2
      Filed November 25, 2005
		File No. 333-128253

Dear Mr. Lung:

      We have reviewed your amended 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.

Registration Statement Cover Page
1. Please refer to comment 2 in our letter dated November 10,
2005.
You must include your IRS Employer Identification number.  As a
company incorporated in the United States, Nevada in your case,
you
need an Employer Identification number regardless of whether you
intend to employ any U.S. citizens.

Prospectus Cover Page
2. Your explanation of why Mr. Lung should not be considered to be
acting as a dealer does not seem address the concerns enunciated
in
comment 3 in our letter dated November 10, 2005.  Please include
your
detailed legal argument as to why Mr. Lung should not be
considered
to be engaged in the business of buying and selling securities in
Paracap for his own account.

Description of Business
Management Licensing Agreement
3. We reissue a portion of comment 10 in our letter dated November
10, 2005.   Your response letter and disclosure indicated that
this
is the first time that Beta has engaged in a venture to construct
a
liquor stores and enter into a management agreement with another
party.  Given that Beta has never engaged in this line of business
prior to the current venture, it does not seem appropriate to
indicate that Beta is in the business of constructing liquor
stores
and entering into management agreements with other parties.
Please
indicate that Beta has no prior history or experience in this
field.

Insurance
4. We note your response to comment 13 in our letter dated
November
10, 2005.   You indicate that you must have insurance coverage
prior
to beginning operations.  Your current discussion indicates that
the
costs of insurance coverage may exceed your current available cash
and that the expenses would need to be paid upfront.  Please
explain
how you intend to pay for the insurance coverage.

Management`s Discussion and Analysis or Plan of Operation
Plan of Operation for the Next Twelve Months
5. We note your response to comment 14 in our letter dated
November
10, 2005.  You disclose that you expect to pursue additional
financing to fund your cash needs prior to operations.  One of the
stated ways that you intend to obtain cash is from a short-term
loan
from your director.  Please indicate whether Mr. Lung has the
current
wherewithal to grant a loan or whether the loan would originate
from
proceeds from a distribution of shares to the public.
Additionally,
please outline how much you expect to receive from each of your
potential sources of cash.
6. We note your response to comment 15 in our letter dated
November
10, 2005.  In the bullet points in the second full paragraph of
this
section, you discuss the costs that you expect to incur before
commencing operations.  In the sixth and third to last paragraphs,
you identify the expenses for which you or Beta is responsible.
Please reconcile the disclosure throughout this section so the
identification of who is responsible for specific expenses is
consistent.

Principal and Selling Shareholders
7. Please refer to comment 17 in our letter dated November 10,
2005
in which we requested your analysis of common share issuance
pricing.
Your response indicated that the reason some shares were issued at
$0.001 per share and some shares were issued at $0.01 per share on
the same day was because the change in price was due to a verbal
agreement at noon on the day of the first issuance.  However, your
disclosure under "Sales of Unregistered Securities" indicates that
the difference in price took place on April 20, 2005.  Then, six
days
later, the price has again decreased to $0.001 per share.  On May
10,
2005, you again had shares issued the same day which increased
ten-
fold in price.  Please tell us the basis for issuing some common
shares at $0.001 per share and some common shares for $0.01 per
share
on the same day for each instance.

Financial Statements
8. Please note you will need to update your financial statements
on
December 13, 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 and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact Brian McAllister, Staff Accountant, at (202)
551-3341 or Michael Moran, Branch Chief, at (202) 551-3841 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Lisa Beth Lentini, Attorney-
Advisor,
at (202) 551-3334, Ellie Quarles, Special Counsel, at (202) 551-
3238,
or me at (202) 551-3720 with any other questions.

								Sincerely,

								H. Christopher Owings
								Assistant Director

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Eric Lung, President
Paracap Corporation
December 6, 2005
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