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Berry Only Inc.

722B Kingston Road

Toronto, Ontario M4E 1R7

November 12, 2010

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attn: Jessica Kane

Re:          Berry Only Inc.

Registration Statement on Form S-1

File No. 333-168897

Dear Ms. Kane

In response to your comment letter dated October 27, 2010 we have filed an amendment to the S-1 which was originally filed on August 17, 2010.

General

1.  You have requested that the Company address how the number of shares offered and the time that the shareholders have held their shares affect the applicability of Rule 415(a)(1)(i) to this offering.  Our analysis is provided below.  As an initial matter, however, the Company reiterates that none of the Selling Shareholders is a conduit for the Company, but rather, purchased their shares for their own account.  Each of the Selling Shareholders were immediately at market risk once their shares were purchased, and such market risk has continued through the time of filing the registration statement.

In the present case, each of the Selling Shareholders executed a Subscription Agreement for the purchase of their shares.  Paragraph 5.1 of the Subscription Agreement specifically stated that:

"(h)      "the Subscriber is purchasing the Shares as a principal (and not as an agent) for investment purposes only with no intention or view to reselling or distributing any portion or beneficial interest in the Shares and the Subscriber will be the beneficial owner of any Shares to be issued to the Subscriber if, as and when this Subscription is accepted by the Company in whole or in part;

(i)         the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

(j)         the Subscriber is familiar with the aims and objectives of the Company and the proposed use of the proceeds received by the Company from the sale of the Shares and is aware of the risk and other characteristics of his investment in the Shares including the risk that no market for the Shares may ever exist...."

A true and correct copy of the Company's Subscription Agreement, which was signed by each of the selling shareholders, is attached hereto as Exhibit "A".

The Company believes that the Investors evaluated an investment in the Company on the basis of the business purpose for the Private Placement and the funds needed accomplish the business purpose, and whether they believed that the Company’s proposed use of proceeds was rational and likely to produce appropriate investment returns.

The Number of Shares Offered

The Company acknowledges and respects the Staff's concern about abusive transaction structures, and note that the Staff's focus of concern has been primarily on market participants who engage in illegal trading activities in and around PIPE transactions (i.e. "toxic PIPE transactions"), and transactions such as “toxic convertibles” where convertible notes are issued with floating conversion prices, resulting in a conversion into a multiple (e.g., 2x, 3x, 4x or higher) of the total number of outstanding shares.   Accordingly, Staff scrutinizes offerings in which the number of shares offered constitute 30% or more of the total outstanding shares held by non-affiliates, had has created a rebuttable presumption that registration of 30% or more of the non-affiliate shares is a primary offering by the company and not a secondary offering by existing shareholders.

Because of the requirements of Rule 415, the Staff’s interpretation of Rule 415 has a dramatic and potentially disastrous impact on the ability of smaller public companies, like the Company, to raise capital and on the ability of a selling stockholder to effect the resale of its securities.  Therefore, the Staff should only recharacterize a secondary offering as being on behalf of a registrant after careful and complete review of the relevant facts and circumstances.  The availability of Rule 415 depends on whether the offering is made by bona fide selling stockholders or deemed to be made by or on behalf of the issuer. In order for the Staff to determine that the offering is in reality being made on behalf of the issuer, the Staff must conclude that the selling shareholders are essentially seeking to effect a distribution of an issuer’s shares. However, if the Staff’s concern is that a distribution is taking place, the Company respectfully submits that the number of shares being registered should be one of the less important factors in the Staff’s analysis since an inappropriate distribution of shares can take place regardless of the amount of shares.  In

addition, limiting the number of shares being registered does not affect any significant change in the circumstances of a proposed offering, the investment intent of the selling shareholders or the ability of investors to effect a distribution if, in fact, that was their intent.

In reviewing all of the circumstances in this case, the Company urges Staff to recognize that each Selling Shareholder executed a Subscription Agreement wherein the subscriber states that he or she has purchased his or her own account.  The Selling Shareholders are not acting as a conduit for the Company, and this offering should not be characterized as a primary offering, and therefore Rule 415(a)(1)(i) is applicable.

How Long the Selling Shareholders Have Held the Shares

Presumably, the longer shares are held, the less likely it is that the Selling Shareholders are acting as a mere conduit for the Company.  As noted above, Staff's concern focuses on the applicability of Rule 415 to curb "toxic PIPE transactions.  Here, the Selling Shareholders have now held their shares in excess of four months as of the date of this letter.  During such time, to the Company’s knowledge, none of the selling shareholders have sold any of their shares nor have they engaged in any derivative transaction.  This holding period is longer than the period required by the Staff for valid “PIPE” transactions.  In fact instantaneous registration is permitted under the PIPEs Interpretation (below), so any delay, even a short one, must also be permissible.  (See SEC's CDI Interpretation 116.19 (the “PIPEs Interpretation”).   Therefore, if this holding period would be appropriate if the offering was pursuant to a PIPE transaction, then it should be appropriate in a non-PIPE offering.

2.   Pursuant to Rule 419(a)(2), the term blank check company, means "a development stage company that either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies... and is issuing penny stock as defined in Rule 3a51-1 under the Securities Exchange Act of 1934."  Rule 419 does not, however, apply to offerings by start-up companies with specific business plans are not subject to Rule 419, even if operations have not commenced at the time of the offering.  See SEC Release 33-6932.

We are not a blank check company as defined by Rule 419 because, as set forth in the Registration Statement, we have a very clear business plan, which is to distribute Wireless Wipes™ in Canada. As discussed in the registration statement under “Plan of Operations” over the next 12 months the Company intends to launch its website, develop marketing materials, develop 3rd party distributor relationships develop detailed advertising strategies both online and offline. The company has secured its initial supply of Wireless Wipes since the last amendment to the registration statement. On a day-to-day basis the Company has currently being focusing its efforts on getting the initial website designed and launched. The website design is now complete and the Company is working towards getting it launched. We expect the website to be launched within the next few days. Once the initial website has been

launched we will turn our efforts to the addition of a shopping cart so that we can accept credit card payments directly on the website. Once the website is able to accept online payment the Company will focus its day-to-day efforts on marketing, in an effort to drive customers to its website. The company will also then turn its focus to the development of 3rd party distributor relationships as discussed in its plan of operations.

The Company has no current plans, arrangements, commitments or understandings to engage in a merger or acquisition with another company.

Selling Shareholders, page 9

3.   The Company recognizes that the term "in the normal course of business" does not adequately describe the shareholders' intentions.  Pursuant to section 5.1(i) of the Subscription Agreement, each Selling Shareholder represented that he or she "is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares."  Therefore, each Selling Shareholder represented that he or she would only sell his or her shares in the normal course of being an investor of the Company and not as an underwriter or in a distribution.

Item 16 – Exhibits, page 49

6.  Please note we have update our financial statements to include the three month period ended September 30, 2010.

Thank you for your comments, we await your response.

Yours truly,

/s/ David Guest

David Guest

President

Exhibit A

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

BERRY ONLY INC.

SUBSCRIPTION AGREEMENT made as of this ____ day of ______________, 2010 between Berry Only Inc., a Nevada corporation (the “Company”) and the undersigned (the “Subscriber”).

1.

Subscription

1.1          The Subscriber hereby irrevocably subscribes for and agrees to purchase (such subscription and agreement to purchase being the “Subscription”) from Berry Only Inc. (the “Company”), subject to the terms and conditions set forth herein __________ shares (the “Shares“) at the price per Share of $______ the total purchase price being $__________ (the “Subscription Proceeds”).  Subject to the terms hereof, this subscription will be effective upon its acceptance by the Company.

2.

Interpretation

2.1          In this Agreement, unless the context or subject matter otherwise requires:

(a)

“Agreement” means the agreement between the Company and the undersigned hereby constituted;

(b)

“Subscriber” means the undersigned subscriber for Shares whose name and address are set forth on page 3 hereof;

(c)

“U.S. Person” shall have the meaning ascribed thereto in Regulation S under the 1933 Act, and for the purpose of the Agreement includes any person in the United States.

2.2          In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organisations, governmental bodies and other legal or business entities of any kind whatsoever.

2.3          Any reference to currency is to the currency of the United States of America unless otherwise indicated.

2.4          In the event that any day on or before which any action is required to be taken hereunder is not a business day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a business day.  For the purposes of this Agreement, “business day” means a day which is not Saturday or Sunday or a statutory holiday in Edmonton, Alberta.

3.

Payment and Use of Subscription Proceeds

3.1          The Subscription Proceeds must accompany this Subscription and shall be paid by cheque or bank draft drawn on a Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them, or in such other manner as may be specified by the Company.  If the Subscription Proceeds are delivered to the Company’s lawyers, the Subscriber authorizes the Company’s lawyers to deliver the Subscription Proceeds to the Company on the Closing Date (as defined herein).

3.2          Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the Shares have been issued to the Subscriber at which time the Subscription Proceeds will be deemed to have been paid in full consideration for the Shares.

3.3          In the event that this Agreement is not accepted by the Company within 60 days of the delivery of an executed Agreement by the Subscriber, this Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber set forth on the signature page 3 of this Agreement.

3.4          Subject to applicable legislation, this Subscription is and shall be irrevocable except that the Subscriber shall have no obligations hereunder in the event this Subscription is not accepted for any reason.

Direction and Required Documentation

3.5          The Subscriber must complete, sign and return an executed copy of this Agreement to the Company.

3.6          The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

4.

Closing

4.1          The closing (the “Closing”) of the offering of the Shares will take place on such date (the “Closing Date”) as may be determined by the Company.

5.

Covenants, Representations and Warranties of Subscriber

5.1          The Subscriber hereby covenants, represents and warrants to and with the Company (which covenants, representations and warranties are true and correct as at the date hereof and shall survive the acceptance, if any, by the Company, of this Subscription in whole or in part) that:

(a)

the Subscriber is not a U.S. Person;

(b)

the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(c)

the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Agreement and the sale of the Shares to the Subscriber as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;

(d)

the Subscriber, if an individual, has attained the age of majority;

(e)

the Subscriber, if a corporation, partnership, unincorporated association or other entity, is legally competent to e