SecProbe.io

September 10, 2010

David Guest Chief Executive Officer
Berry Only Inc. 722B Kingston Road
Toronto, Ontario
M4E 1R7 Canada
Re: Berry Only Inc.
Registration Statement on Form S-1 Filed August 17, 2010
  File No. 333-168897

Dear Mr. Guest:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. It appears that you intend the securities being registered to  be offered on a delayed or
continuous basis under Rule 415 of the Securities  Act.  If so, please check the Rule 415
box on the cover page of the registration statement.
2. We note that you currently have 5,950,000 shares outstanding, of which 3,000,000 are owned by your sole executive officer and director, Mr. Guest, and 2,950,000 are being
registered for resale by the selling shareholde rs.  Because of the nature and size of the
transaction being registered relative to th e number of shares outstanding, your offering
appears to be an “at the market offering of equity securities by or on behalf of the
registrant” under Rule 415(a)(4) of Regulati on C.  However, it appears that you might not
eligible to conduct an offeri ng “at the market.”  Therefor e, please advise us of the
company’s basis for determining that the tran saction is appropriately characterized as a

David Guest Berry Only Inc.
September 10, 2010 Page 2

transaction that is eligible to be made unde r Rule 415(a)(1)(i) or, alternatively, please
reduce the amount of shares bei ng registered to an amount that  is less than or equal to no
more than one-third of the amount of your outstanding securities held by non-affiliates.

Prospectus Cover Page, page 1

3. Please include the page number for the Risk  Factors section.  S ee Item 501(b)(5) of
Regulation S-K.
Summary, page 3

4. Please revise this section to disclose that you have receiv ed a going concern opinion from
your auditor.
 Risk Factors, page 5

 Because we have obligations under the Exclus ive Distribution Agreement . . . , page 5

5. We note your statement that you have an annual distribution minimum of 20,000 pouches
under the Exclusive Distribution Agreement with Wireless Wipes or the Agreement
becomes null and void.  However, in Sec tion Three of the Exclusive Distribution
Agreement we note that you have an annua l distribution minimum of 10,000 pouches.
Please reconcile this apparent inconsiste ncy or revise your disclosure accordingly
throughout the registration statement.
6. In this risk factor and an appropriate part of your Busine ss section, please disclose the
deadline for you to complete your annual distribution minimum to avoid the Agreement becoming null and void.  We note that the Agreement’s initial termination date is December 31, 2010.
Because our president owns approximately 50.42% . . . ., page 6

7. Please revise this risk factor  to clarify, if true, that Mr. Guest has, and following the
completion of the offering will continue to have, the ability to control your company.
 Evolving regulation of the Internet . . . ., page 7

8. Please revise this risk factor  to specifically address the risk to your business that you
believe evolving regulation of the Internet presen ts.  In its current form, the risk factor is
too vague.

David Guest Berry Only Inc.
September 10, 2010 Page 3

Selling Shareholders, page 9

9. On page 9, we note that the selling shareholde rs have only held their shares since June
30, 2010; however, on page 47 you state that  you completed an offering of 2,950,000
shares to 33 purchasers on March 31, 2008.  Please reconcile these statements.
Additionally, please tell us with a view towards disclosure whether the selling
shareholders purchased or received the securiti es to be resold in the ordinary course of
business, and at the time of purchase or receipt of these securities, the selling
shareholders had any agreements or understa ndings, directly or indirectly, with any
person to distribute  the securities.
 Interests of Named Experts and Counsel, page 13

10. Please revise the second paragraph of this se ction to state that the financial statements
have been included in reliance on the repor t by John Kinross-Kennedy, C.P.A., given his
authority as an expert in auditing and accounting.

Description of Business, page 14

11. The disclosure in your prospectus must be fair and balanced.  We note that throughout the
prospectus you make affirmative statements about what you will do or what will happen, but it appear that many of these statements ar e predictive in nature or depend on factors
beyond your control and thus are subject to a degree of uncerta inty that your use of the
word “will” (and similar expressions) does not convey.  See, for example, the statement
on page 14 that “[d]emand . . . will be driven by several factors” and the statement on page 20 that you “will attend major tradeshow s.”  Please revise these and similar
statements throughout the prospectus to clar ify matters that you intend to do or believe
will happen.
12. Please refer to the second paragraph on page  14.  Please tell us why the product you are
proposing to sell is “revolutionary” or revise  your disclosure accordingly.  We note from
your disclosure elsewhere in the prospectus that similar products exist.  In addition,
please revise your disclosure to explain the term “landed cost.”

13. We note the four bullet points at the bottom of page 14.  Please provide a more detailed
explanation of what you mean by “proven di stribution strategy,” “good partners,” and
“cost effective strategy.”
Need for the Product, page 15

14. We note your statement that “[c]ell phone subs cribers in the Canadian market equal 19.3
million (2007 stat).”  If available, please revise to include a more recent statistic or revise

David Guest Berry Only Inc.
September 10, 2010 Page 4

your disclosure to address the risks associat ed with relying on, a nd the limitations of,
information that is three years old.
Manufacturing and Product Fulfillment, page 16

15. We note your statement that the minimum orde r size is 400 pouches, at a cost of US
$560.  However, in Section Three of the Excl usive Distribution Agreement we note that
you have a minimum order of US $300.  Pl ease revise your disc losure accordingly
throughout the registration statement.
Customers, page 18

16. We note that you name certain distributors and retailers when discussing the types of
customers you will sell to, such as Pu rell, 360 DOTCONNECT and other cell phone
retailers in the Toronto area, Office Depot, a nd UPS.  Please tell us why you have chosen
to name these distributors and retailers.  Please clearly state whether you have entered into agreements or negotiations with these dist ributors or retailers or whether they have
approached you about distributing or selling Wireless Wipes.  Please note that you cannot
imply the existence of a relationship when one does not in fact exist.

17. Please provide a clear basis for the followi ng assertions on page 18 or revise your
disclosure accordingly.
• “Indications are that [major hygiene/sa nitizing product distributors] are very
interested in also distributing Wireless Wi pes expected to in turn will distribute
Wireless Wipes in Canada to their customers.”
• “[E]arly efforts in Canada all indicate that  these [major cell phone retailers in the
Toronto area] are very interest ed in selling Wireless Wipes.”
• “In addition, general department stores are expected to carry Wireless Wipes.”

Distribution Agreement with Wireless Wipes, page 17

18. Please revise your disclosure to describe the material terms of this agreement, such as, the
duration of the exclusivity period.  In additi on, we note your statement that “[d]istribution
will be through websites and affiliate programs,  retail sales, wholesale distribution to
resellers, and corporate/institution accounts (hos pitals, airports, etc.).  Please explain in
more detail what you mean by “affiliate programs.”  Also, please correct the pagination
on this page.

Direct Sales Strategy, page 19

19. Please tell us supplementally why you include d a picture of your t ypical sell sheet and
how it will help investors evaluate you when making investment decisions.  Alternatively, you may remove the sell sheet from the prospectus.

David Guest Berry Only Inc.
September 10, 2010 Page 5

Advertising, page 20

20. In the Other Key Strategies section, please explain in more detail what you mean by
“online search engine optimization strategy.”

Website, page 21

21. In this section, please address the following issues:
• Disclose when you expect the website to be operational.
• In the first line of the secti on, please describe the catalog in  which the product will be
included.
• In the sixth bullet point, please explain “coo,mapping features.”

In addition, please tell us whether you inte nd to use your website in connection with
this offering.  If you do, please provide us supplementally with copies of all offering materials that you intend to ma ke available through your website.

Competition, page 21

22. Please identify your principal methods of competition.  See Item 101(h)(4)(iv) of
Regulation S-K.
U.S. Experience, page 23

23. We note your statement on page 24 that “Berry Only intends to pursue this same business
model for Canada.”  Please provide a clear a nd more detailed description of the business
model Berry Only intends to pursue.
 Employees, page 24

24. Please revise this disclosure to clarify th at you currently do not conduct business and are
engaged only in development stage activities.
 Registration Rights, page 26

25. We note your statement in the last paragraph on page 26 that “[i]n the near future, in
order for us to continue with our mineral exploration program, we will need to raise
additional capital.”  However, it does not appear that you have a mineral exploration
program.  Please revise your disclosure accordingly.

David Guest Berry Only Inc.
September 10, 2010 Page 6

Financial Statements, page 27

 General

26. You disclose on page 3 that you are a devel opment stage enterprise.  As such, please
identify your financial statements as those of  a development stage enterprise.  Refer to
FASB ASC 915-205-45-4.  In addition, you should present cumulative amounts from
your inception in your statement of operations  and statement of cash flows.  See FASB
ASC 915-225-45-1 and 915-230-45-1.
 Statement of Operations and Consolidated Loss, page 30

27. In order not to imply a greater degree of pr ecision than exists, revise your presentations
of net income (loss) per share throughout th e filing to round only to the nearest cent.
 Note 2 – Summary of Significan t Accounting Policies, page 33

 Basic and Diluted Earnings Per Share, page 35

28. Please revise your disclosure to state, if true , that the reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations are for the year and period ended June 30, 2010 and 2009, instead  of the three months ended June 30,
2010 and 2009.
 Recent Accounting Pronouncements, page 35

29. You disclose that you do not anticipate the adoption of FASB ASC 165 will have an impact on your consolidated results of operations  or financial position.  You also disclose
that the adoption of SFAS 168, as reflected in  FASB ASC 105, will not have an impact
on your financial position, results of ope rations or cash flows.  Since these
pronouncements are effective for you, please revise your disclosu re to clearly state that
you adopted the pronouncements and they did not have an impact on your financial
position, results of operations or cash flows, if true.
 Note 3 – Uncertainty of Ability to Continue as a Going Concern, page 36

30. Please revise your going concern disclosure to disclose whet her there is any possibility
that you would disc ontinue operations.
 Plan of Operations, page 38

31. Please revise this section to state clearly which business setup and formation activities
you have already completed and a timefram e for when you anticipate completing the
remaining activities.  Additionally, please speci fically identify the activities and steps of

David Guest Berry Only Inc.
September 10, 2010 Page 7

the process that are included in the $30,000 budget you specify at the bottom of page 38
and when you anticipate you will need to rais e more capital to implement your business
plan.
32. We note your statements that you researched and wrote the Wireless Wipes business plan and that you developed the Wi reless Wipes website.  Please explain to us supplementally
why you were involved in these stages of Wi reless Wipes’ development.  Specifically,
please explain the nature of the relationship between you and Wireless Wipes.

33. Please discuss in more detail how you plan to develop third party dist ributor relationships
and national accounts.
 Liquidity and Capital Resources, page 39

34. Please disclose your commitments for capital  expenditures, if any, as of June 30, 2010,
including the amount of and a description of the commit ments.  In addition, please
disclose how you anticipate funding thes e commitments.  See Item 303(a)(2) of
Regulation S-K.
35. Please disclose in your liquidity section any known trends or any known demands,
commitments, events or uncertainties that wi ll result in or that are reasonably likely to
result in your liquidity increas ing or decreasing in any mate rial way.  See Item 303(a)(1)
of Regulation S-K.

36. Please revise your liquidity section to al so discuss the changes in your operating,
investing, and financing cash fl ows as depicted in your statement of cash flows.  Your
discussion should focus on the primary drivers of  and other material factors necessary to
an understanding of your cash flows and the in dicative value of hist orical cash flows.
Please refer to the SEC Inte rpretive Release No. 33-8350.
 Directors, Executive Officers, Promoters and Control Persons, page 40

37. Please provide the director information fo r Mr. Guest required by Item 401(e) of
Regulation S-K.
 Available Information, page 44

38. Please note that the Securities and Exch ange Commission’s current address is 100 F
Street, NE, Washington, DC 20549.  Please revise your disclosure accordingly.

David Guest Berry Only Inc.
September 10, 2010 Page 8

Recent Sales of Unregistered Securities, page 46

39. Please disclose the facts relied upon to make the Regulation S exemption available for the sale of 2,950,000 shares of common stock to 33 purchasers.  Please also disclose the
section of Rule 903 you relied upon since sect ion (C)(3) does not a ppear in Rule 903.

Undertakings, page 47

40. Please tell us why you have included the Rule  430B undertaking (par agraph 4(a) in your
filing), as it does not appear that the offering falls within  the scope of Rule 430B.
Alternatively, you may dele te this undertaking.
 Exhibit 5.1 – Legal Opinion of Synergen Law Group

41. Please provide us with the supplemental c onfirmation of your legal counsel that in
limiting its opinion to the General Corporat ion Law of the State of Nevada, counsel
means all statutes, including the rules and regulations underlying those provisions,
applicable judicial and re gulatory determinations, and provisions of the Nevada
Constitution that affect the interpretation of the General Corporation Law of the State of Nevada.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the fil