SecProbe.io

May 27, 2015

Jacob DiMartino
President and  Chief Executive Officer
PITOOEY!, Inc .
1042 9 S. 51st Street, Suite 225
Phoenix, Arizona 85044

Re: PITOOEY!, Inc .
 Preliminary Information  Statement on Schedule 14 C
Filed May 20, 2015
File No. 000-53991

Dear Mr. DiMartino:

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Schedule 14C is appropriate only when there is no solicitation or the solicitation is
exempt.  Accordingly, pl ease tell us the basis for your belief that an information
statement on Schedule 14C is the appropriate schedule to be filed.   In this regard, we note
that you state that the board of directors and holders of a majority of your voting shares
approved the p roposal to change your corporate name.  However, the certificate of
amendment to your articles of incorporation in Exhibit A indicates that 48.22% of
shareholders voted to approve the proposal.  In your response letter, please identify the
stockholders who  approved the proposal, the percentage of votes  they each represent and
their relationships with the company.  Please also tell us the sequence of events through
which these consents were obtained and provide an analysis as to whether such activities
constitute a solicitation, as defined in Rule 14a -1(l).

2. We note that you have not filed an annual report for the fiscal year ended December 31,
2014 or a quarterly report for the period ended March 31, 2015 and therefore are not
current with respect to y our reporting obligations.  In addition, it appears that you may

Jacob DiMartino
PITOOEY!, Inc.
May 27, 2015
Page 2

 have failed to remain current with respect to other reports, including current reports on
Form 8 -K and proxy/information statements .  Please tell us what your plans are with
respect to addres sing your delinquent filing status and revise your information statement
to address this delinquency  and to discuss any remedial steps you intend to take in this
regard.

3. It appears that Mr. DiMartino was appointed as chief executive officer in 2015, but a
current report on Form 8 -K with respect to the appointment was not filed.  Please refer to
paragraph (c) of Item 5.02 of Form 8 -K and advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Ji Shin, Attorney -Advisor, at (202) 551 -3579, or in her absence, me at
(202) 551 -3457  with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Cou nsel