SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

         September  4, 2014

Via E-mail
Mr. Giorgos Kallides
President , Treasurer, and Secretary
Betafox  Corp.
8 Nicou Georgiou, block 1, app 201
Nicosia, 1095
Cyprus

Re: Betafox Corp.
Registration Statement on Form S -1
Filed August 8 , 2014
  File No. 333 -197968

Dear Mr. Kallides :

We have reviewed your registration statement  and have the following comments.
In some of our comments  we may ask you to provide us  information so that 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 that our comments apply to
your facts and circumstances or do not believe an amend ment 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. Disclosure s indicate  that (i) you are a shell and also a development stage comp any
with nominal operatio ns since your formation in September  2013, (ii) you have
generated no revenues to date , and that you need  a minimum of $2 5,000 to
implement your plan of operations for the next 12 months, (iii) you have no
arrangements for additional financing, and (iv) you expect  significant losses into
the foreseeable future .  These and other facts suggest that your proposed business
is commensurate in scope with the uncertainty ordinarily associated with a blank
check company and that this offering  should com ply with Rule 419  of Regulation
C under the Securities Act .  Please revise the registration statement  to comply
with Rule 419  or otherwise please provide us with a detailed legal analysis which

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 2
 explains why Rule 419 does not apply to this offering .

2. We note your disclosure that you qualify as an “emerging growth company” as
defined in the Jumpstart Our Business Startups Act.  Please supplementally
provide us with copies of all written communications, as defined in Rule 405
under the Securitie s Act, that you, or anyone authorized to do so on your behalf,
will present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Registration Statement’s Facing Page

3. Mr. Scott Olson has advised us that he is not acting as your outside counsel and is
not associated with this registration statement  in any capacity .  Please remove Mr.
Olson’s name and contact information from the registration statement’s facing
page.

4. As this offering is being conducted on a continuous basis, please check the Rule
415 box on the registration statement facing page.

Prospectus’  Outside Front Cover Page

5. Revise the caption at the top of the prospectus’ outside front cover page to state
that you are offering 10 million shares of common stock and not 75 million
shares .  Please address this comment also with respect to the “Duration of the
Offering ” disclosure on page 4.

6. Limit the prospectus’ outside front cover page to one page  by re moving
information not required by Item 501 of Regulation S -K or not key to an
investment decision.

7. With respect to the aggregate proceeds of the offering, please revise to also
disclose the anticipated net proceeds from the offering assuming the sale of 25%,
50% and 75% of the shares that you are offering.  Refer to Item 501(b)(3) of
Regulation S -K.

8. Please conform the language regarding the “subject to completion” legend to the
requirements of Item 501(b)(10) of Regulation S -K.  In this regard, we note that
the phrase “HAS BEEN CLEARED OF COMMENTS AND ” in the last
paragraph  should be removed .

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 3
 Risk Factors, page 5

We have a sole director and officer, page 6

Candle Producing Companies Consist of Mostly Non -Public Companies, page 6

9. Please revise the headings of these two risk factors to describe  succinctly the risk s
result ing from the facts or uncertainties.  See Item 503(c) of Regulation S -K.  In
addition, please revise your disclosure to provide  an objective criteria for
statements such as “candle producing companies consist of mostly non -public
companies” by providing the basis upon which you are relying to make this
statement.

Because our sole officer and director own 100% of the company’s shares and will own
44% of the company’s outstanding shares…, page 9

10. Revise the caption or heading and the first sentence of this risk  factor to state that
your sole officer and director will own 37.5% of your common stock if 100% of
the 10 million  registered  shares  are sold.   Similarly, revise the first sentence of
this risk factor to state that your sole officer and director will own 4 4.4% of your
common stock if 75% of the 10 million registered shares are sold, 54.5% of your
common stock if 50% of the 10 million registered shares are sold, and 75% of
your common stock if 25% of the 10 million registered shares are sold.

Because our current president and executive officer devote limited amount of time to the
company…, page 10

11. You disclose here that your CEO devotes approximately 20 hours per week to the
company’s business, while on page three of the registration statement you
disclose that he devotes 30%  of his time and on page 33 you state that he will
devote  50% of his busine ss time to the company’s operations .  Please reconcile all
of your disclosures for consistency.

Management’s Discussion and Analysis or Plan of Operation, page 15

12. Disclosure that your sole officer and director, Mr. Giorgos K allides, has ve rbally
agreed to lend funds to pay for the registration process and to implement your
business plan or to help maintain a reporting status with the Commission in the
form of a non -secured loan for the next 12 months , is inconsistent with the terms
of the verbal agreement filed as exhibit 10.1 to the registration statement .  The
terms of that agreement indicate  that Mr. Kallides has verbally agreed to loan the
company funds necessary to complete the registration process  only.  Please
reconcile the se disclosures.

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 4
 12 Month Plan of Operation, page 16

13. In the last paragraph on page 16, please revise your disclosure to provide the basis
for your belief that you “can collect the necessary amount of money during the
next 12 months.”

14. You state that you have purchased one candle making machine with the help of
your director who lent you the money.  On page 28 under “Equipment” you
disclose that the cost of one candle making machine is $6,000 and in Note 4 to
your financial statements, you disclose that the two loans made by the director
were for a total amount of $3,631, less than what was required to purchase  one
candle making machine.  Please advise, or revise your disclosures to the extent
necessary to address this discrepancy.

Set Up and Test Candle Making Machine, page 18

15. Please confirm that the $1,000 cost to operate the machine will be for a 12 month
period, or otherwise identify the timeframe during which you will incur this cost.

Machines for Candle Production, page 21

16. In the second paragraph you state that you will start expansion in European
countries, such as Poland, Italy , Ukraine and Russia.  Please tell us why you have
selected these countries as part of your expansion plans and how you intend to
penetrate these markets.

Marketing, page 22

17. Please revise  the estimated cost of marketing expenses to reflect the total cost of
$37,400  rather t han $23,800 , which appears to reflect the estimated marketing
costs in the event that you sell 75% of the shares .

Liquidity and Capital Resources, page 24

18. We note the disclosure that you are highly dependent upon the success of the
private offerings of equity or debt securities, “as described herein.”  Delete the
phrase “as described herein.”   To the extent that you are currently conducting a
private offering or have entered into an agreement or arrangement to conduct such
an offering, please disclose.

Description of Business, page 26

19. We note the disclosure relating to the partners ready to cooperate with you.
Advise whether you have an agreement with each identified partner , and, if so,

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 5
 please disclose the material terms of these agreements and advise as to what
consideration you have given to filing the agreement  with each identified partner
as an exhibit  to the registration statement.  See Item 601(b)(10) of Regulation S -
K.  Additionally, if no agreements have been entered into, please revise your
disclosure to further expand on the intended meaning of “ready to cooperate with
[you]” statement .

Target Market, page 27

Markets, page 27

Marketing, page 27

Supplies, page 28

20. Much of the presentation throughout these subsections is subjective and does not
provide the potential investors  with an objective  understanding  of the markets you
are about to enter .  In this regard, we note conclusive statements such as “we have
clients ranging from 20 to 35 years of age ” even though you have not yet sold any
of your products .  In addition, you state that  you are focusing on cities with large
student communities, while students may not necessarily comprise a significant
portion of the buying force , or that you are counting on high demand for yo ur
products without providing objective industry data of what the current market
demand for your products is .  Furthermore, some of the disclosures throughout
these subsections indicate or suggest that you are a fully operational company,
even though currently you have minimal business operations, and have earned no
revenues.   Since you must have a reasonable basis for any assertion, belief,
opinion, or projection that you disclose , please revise your disclosures as
necessary to ensure that you correctly  reflect the current s tatus of your operations
and provide the potential investors with a clear and concise understanding of your
business.

Contract s for sale of goods with “Home and Beyond” , page 29

21. We note that the  date of the  contract here as well as in the agreement  filed as
exhibit 10.2 to the registration statement state  is December 1, 2014.  Please advise
or otherwise correct the contract date accordingly .  In addition, please revise your
disclosure to summarize the material terms of the contract only, rather than
duplicating the text of the entire contract in the prospectus  (a similar observation
is made with regard to the lease agreement disclosed on page 30) .  Your
disclosure should also indicate that no party under the agreement is obligated to
purchase or sell a certain minimum number of products  or dollar amount .

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 6
 Revenue, page 31

22. Please disclose whether the cost of shipping, and any import or tax duties would
affect the overall cost of your products .

Directors, Executive Officers, Promoter and Control Persons , page 33

23. For your sole  director, discuss briefly the specific experience, qualifications,
attributes, or skills that led to the conclusion that Mr. Kallides  should serve as a
director for the company in light of th e company’s business and structure .  See
Item 401(e)(1) of Regulation S -K.  In addition, since Mr. Kallides devotes only
30% of his time to the company’s business, please disclose whether  since 2013  he
was engaged with another business or w as employed by another company.

24. To the extent Mr. Kallides may be considered a control person or a  promoter of
the company , please expand your disclos ure to comply with all material
requirements of subparagraphs (c) and (d) of Item 404  of Regulation S -K.

Plan of Distribution; Terms of the Offering, page 37

25. Please tell us more about the manner in which the securities will be offered and
how investors will learn about the offering.  For example, will Mr. Kallides solicit
investors through direct mailings or personal contacts?  How will Mr. Kallides
identify those who might have a n interest in purchasing shares?  Please provide us
copies of any materials that Mr. Kallides intends to use.

26. Please address any applicable requirements of Regulation M for this offering.  For
guidance you may wish to refer to Staff Legal Bulletin No. 1 of the Division of
Market Regulation available on the Commission’s website.

Legal Matters, page 42

27. Please revise your disclosure to state  that Clark Corporate Law Group, LLP has
opined on the validity of the shares of common stock being offered  and not Mr.
Scott Olson .  In this regard, we note the legal opinion filed as Exhibit 5.1.  Please
also disclose  counsel’s address as required by Schedule A to the Securities Act .

Exhibit 5.1

28. Please have counsel  revised its opinion to  consent  to it being named in the
registration statement.

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 7
 Exhibit 23.1

29. Please have your independent registered public accountant revise its consent to
indicate that the date of inception is September 10, 2013 .

We urge all persons who are re sponsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 193 3 and all applicable Securities  Act rules require.  Since the company and its
management are in possessi on of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures that they have made.

Notwithstanding our comments, i f you request acceleration of the effective date of
the pending regist ration stat ement please provide  a written statement from the company
acknowledging that:

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respec t to the filing.

 The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing .

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting accelerati on are aware of their
responsibili ties under the Securities Act  and the  Securities Exchange Act  as they relate to
the proposed public offering of the s ecurities specified in the  registration statement.
Please allow adequate time  for us to review any amendment before the requested
effective date of the registration sta tement.

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 8
 You may contact Dale Welcome , Staff Accountant , at (202) 551 -3865 or W. John
Cash , Accounting Branch Chief , at (202) 551 -3768 if you have questions about
comments on the financial statements and related matters.  You may contact  Edward M.
Kelly, Senior Counsel,  at (202) 551 -3728 or Era Anagnosti , Staff Attorney , at (202) 551 -
3369 with any other questions.

Very truly yours ,

/s/ Era Anagnosti,

for Pamela A. Long
Assistant Director
cc: Via E -mail
Scott P. Doney , Esq.
Clark Corporate Law Group, LLP
3273 East Warm Springs
Las Vegas, NV 89120