SecProbe.io

December 18, 2012

Via U.S. Mail
Mr. Danny Aaron
President
Oro Capital Corporation, Inc.
23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa

Re: Oro Capital Corporation, Inc.
Registration Statement on Form S -1
Filed November 21, 2012
  File No. 333-185103

Dear Mr. Aaron :

We have reviewed your registration statement  and 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 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 amendme nt is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company, and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election un der Section 107(b) of the JOBS Act:

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that h ave different effective dates for public and private
companies until those standards apply to private companies.  Please state in your
risk factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective
dates.  Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

2. Please supp lementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whet her or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) o f the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

3. Currently it is unclear what pages and disclosure are intended to serve as your registration
statement cover page versus your pr ospectus cover page.  For commenting purposes, we
have assumed page two is your registration statement cover page and page three is your
prospectus cover page.  Please review and confirm that all required information is
included on the appropriate page.

4. Please disclose whether your sole officer and director has visited your claims, and if so,
when and for how long.  If he has not visited your claims, please add related risk factor
disclosure.

Registration Statement Cover Page

5. Please relocate the legend required by Rule 473 of Regulation C to the cover of your
registration statement.  See Item 501(a) of Regulation S -K.

6. Please provide the date of the prospectus.  See Item 501(a)(9) of Regulation S -K.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 3

 7. Please revise to disclose that the total gross pro ceeds assumes you will sell all of the
shares in the offering and that you may realize only nominal proceeds in the offering.
Also, your response to Item 13 of Form S -1 suggests $57,679 in offering -related
expenses while your cover page uses $6,000 and th e Use of Proceeds estimates expenses
at $10,000. Please present offering -related expenses consistently throughout your
document.

Prospectus Summary

8. Page seven includes Summary information that is substantially similar to the information
starting on page four.  Please include only one Summary.

9. Please remove the reference to “additional information or documents to verify or
supplement the information ...” Your prospectus should be complete in all material
respects.

10. Please revise your Summary to brief ly disclose the amount of funds necessary to
commence your exploration activities and discuss your plans in the event that the
proceeds raised are insufficient to start exploring.  In addition, please disclose your
intention to repay related party loans wi th the proceeds.

11. The disclosure on page five indicates the number of shares being registered represents
approximately 80% of the total common stock outstanding.  Later, on page 42 you
suggest that the shares being registered represent 50%.  Please advise how these figures
were calculated and ensure consistency throughout.

12. Please provide us with the basis of management’s belief “that there may be quantities of
diamond bearing kimberlite bodies within the parcel based on a report from Duncan, Bain
& Associa tes …” or remove the statement.

Risk Factors, page 8

13. Please substantially revise your risk factors to eliminate generic risk factors that would
apply to any company and appropriately tailor the discussion to your company and
offering.  For example we not e references to Peru when you do not have any operations
there, while you do not mention your existing indebtedness or the going -concern opinion
received from your auditor.

Management’s Discussion and Analysis and Plan of Operation, page 14

14. Please provid e a management’s discussion and analysis that meets the requirements of
Item 303 of Regulation S -K.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 4

 15. Considering your minimal cash and liquidity as of July 31, 2012, please revise to
disclose the cash requirements for the next twelve months and how you pla n to fund
your operations for next twelve months as required by Item 303(a) of Regulation S -
K, including any ramifications if such plans are not realized.

Use of Proceeds, page 14

16. Please present your use of proceeds information assuming you raise various amounts,
such as 25%, 50% and 75%.  Also, please explain the order of priority of your use of
proceeds, particularly as it relates to the repayment of loans and the commencement of
exploration activities.

17. Please clarify why you include offering ex penses of $15,000 in your use of net proceeds
on page 15 instead of adding it to the 10,000 in offering expenses on page 14.

18. Please disclose the material terms associated with the loan being repaid.  See Instruction
4 to Item 504 of Regulation S -K.

Dilut ion, page 16

19. Please present your dilution assuming you raise various amounts, such as 25%, 50%, and
75%.

20. Please clarify the references to capital contributions on page 17.  Also, please reconcile
the reference to “Number of shares after offering held by public investors” with the size
of your offering.

21. We note your disclosure that upon completion of the offering, the pro forma net
tangible book value will be $26,206 or $ .004 per share.   Based on the net proceeds
from the offering of $30,000 as disclose d on page 14, it appears to us your net
tangible book value after the offering would be $16,000 or $0.00 per share.   Please
revise or advise.

Plan of Distribution; Terms of the Offering, page 17

22. On page 20 you state you will not accept any money until the registration statement is
declared effective.  To the extent you maintain this disclosure, please ensure it mirrors the
language in Section 5 of the Securities Act which addresses sales of securities and not
simply accepting money.

23. Please file a copy of the subscription agreement referred to on page 20.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 5

 Description of Business, page 20

24. Please revise to address Item 101(h)( 4)(xii) of Regulation S -K.  Also, please revise to
state the approximate number of hours per week Mr. Aaron works for the registrant and
clarify any material challenges and related practices in light of the apparent South
African base for Canadian operatio ns.

Claim Information and Property Ownership, Page 25

25. We note you are subject to permitting requirements of the Saskatchewan Environment
and Resource Management .  Please provide a short summary of the permits and/or
operational plans required to perform  exploration and/or mining activities on your
properties.  Please define your reclamation and closure obligations and requirements.

26. Please provide a description of all interests in your properties, including the terms of all
underlying agreements and roya lties, such as the royalty due Duncan Bain as part of the
purchase agreement..

History, page 29

27. We note your disclosure in this section , refer ring to reserves associated with other
mineral properties that exist in the proximity of your property.  Such di sclosure may
cause investors to infer that your property also has commercial mineralization, because of
its proximity to these properties.  Please describe only geology, history, or exploration
results that are directly related to the properties that your company has the right to
explore or mine.  Accordingly, we believe that you should remove information about any
reserves, prospects, adjacent or analogous properties, deposits, occurrences, or
exploration activities by other companies operating in or near your properties and instead
focus the disclosure solely on your company’s property.

Conclusions and Recommendations, page 36

28. We recommend that a brief description of the QA/QC protocols be provided to inform
readers regarding sample preparation, controls , custody, assay precision and accuracy as
it relates to your exploration plans.  This would apply to exploration and operational
analytical procedures.

29. Please disclose that you purchased your claim from Duncan Bain and disclose the
material terms of your  agreement, including your obligation to pay royalties and the
residual interests in favor of Mr. Bain.

30. Please provide updated disclosure for the data under “Our Industry” and revise to clearly
disclose the source of the data.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 6

 31. Please revise your Use of Proceeds to reflect the $3,072 annual assessment payable to the
Saskatchewan government.

32. Please disclose the timeframe of each phase of your exploration program and discuss
when exploration will begin.

Directors and Officers, page 39

33. Please provide the disclosure required by Item 401 of Regulation in necessary detail.  We
note, for example, you refer to Mr. Aaron’s “roles with several companies” without
disclosing his roles, the companies, or the dates which Mr. Aaron was associated with the
company.

34. Please clarify whether you have any employment agreements with named executive
officers.  In this respect we note the reference on page 40 to “any other employment
agreements.”

35. Please include the disclosure required by Item 404 of Regulation S -K.  In this r espect we
note the $15,000 due to a director reflected on your balance sheet and footnote six to your
financial statements.

Description of Capital Stock, page 42

36. On page 42 you refer investors to your Articles, Bylaws, and the applicable statutes of the
State of Nevada for a more complete description.  Please revise to indicate you have
summarized all material provisions of your Articles, Bylaws and the State of Nevada.

Interest of Named Experts and Counsel, page 43

37. Please update to reflect that Charles  Barkley, not JPF Securities, LLC, is passing upon
the validity of the securities being issued.

Financial Statements

General

38. Please provide a currently dated consent from your independent accountant for
amendments over 30 days and note the updating requirements of Article 8 -08 of
Regulation S -X.

Report of Independent Registered Public Accounting Firm, Page F -1

39. Please note th at for exploration stage entities, auditor association with the cumulative
data since inception is required in annual reports.   Please advise your auditor to

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 7

 revise the scope and opinion paragraphs of their audit report to opine upon the
cumulative period from inception (December 29, 2010) through July 31, 2012 in
addition to the annual periods already included.

Summary of Significant Accounting Policies, Page F -6

40. We note you refer to company as being in the development stage.  The terms
development and  production have very specific meanings within Industry Guide 7 (see
www.sec.gov/about/forms/industryguides.pdf ).  These words/terms reference the development
stage when companies are engage d in preparing reserves for production, and the
production stage when companies are engaged in commercial -scale, profit -oriented
extraction of minerals.  Since you do not disclose any reserves as defined by Guide 7,
please remove the terms develop, develop ment or production throughout your document,
and replace this terminology, as needed, with the terms such as explore or exploration.
This includes the use of the terms in the Financial Statement head notes and footnotes,
please see Instruction 1 to paragr aph (a) of Industry Guide 7.

Part II

41. Please provide the information required by Item 701 of Regulation S -K.

42. Please provide the undertakings required by Item 512 of Regulation S -K in the exact
form specified in the rule.  In this respect we note you refer to yourself as a small
business issuer throughout the undertakings.

Exhibits

Exhibit 5.1

43. We note the assumption that the company “will keep authorized and reserved a sufficient
number of shares of Common Stock to satisfy its obligations.”  Please remove this
assumption, or advise us why it is appropriate.

44. Please correct the text of your sentence “Based u pon and subject to the foregoing …” In
this respect it is unclear why the full consideration for each share has been paid as of
November 21, 2012.  Similarly, “will, are” is also unclear.

45. Please revise to reference the state law governing your opinion.

46. Please revise the index to reflect that exhibit 5.1 is the opinion and not merely a consent.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 8

 Exhibit 23.2

47. Please remove the technical report attached as exhibit 23.2 and file an appropriate
consent from Mr. Bain.  Industry Guide 7 specifically prohibits  technical studies being
attached to or included in registration statements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 and
all applicable Securities  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.

Notwith standing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission