SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

         September  22, 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.
Amendment 1 to Registration Statement on Form S -1
Filed September 15 , 2014
  File No. 333 -197968

Dear Mr. Kallides :

We reviewed the amended registration statement  and have the comments below.

General

1. Notwithstanding the representations made to us in response to comment one in our
September 4, 2014 letter that Betafox has a specific business plan to manufacture and
sell colored flame candles and no plan, agreement, arrangement, or understanding to
engag e in a merger or acquisition with an unidentified company or companies or
other entity or person, disclosures indicate that Betafox is a shell company and also a
development stage company with minimal business operations.  In this regard, we
also note that  the company has had no revenues to date, requires a minimum of
$25,000 from this offering to implement its plan of operations for the next 12 months,
has no arrangements for additional financing, expects to suffer significant losses into
the foreseeable f uture, and there is substantial doubt about its ability to continue as a
going concern, produce any operating revenues, or ever achieve profitable operations.
Thus we continue to believe  that Betafox’s proposed business is commensurate in
scope with the u ncertainty ordinarily associated with a blank  check company and that
this offering should comply with Rule 419  of Regulation C under the Securities Act .
Please revise the registration statement  to comply with Rule 419 .

2. Please confirm to us that your fisc al year end is June 30 .

Mr. Giorgos Kallides
Betafox  Corp.
September  22, 2014
Page 2

Prospectus’ Outside Front Cover Page

3. We note your revised disclosure in response to comment seven in our letter dated
September 4, 2014.  Please revise the second row of the tabular disclosure to refer to
“Offering Expenses”  rather than “Offering Proceeds.”

Because we are considered to be a “shell company” …, we are subject to additional
disclosure requirements if we acquire or dispose of significant assets…, page 5

4. We note the disclosure that you are subject to additional disclosure requirements if
you enter into a transaction which results in a significant acquisition or disposition of
assets.  Please revise your disclosure to indicate, if true, that you have no plan,
agreement, arrangement, or understanding to engage in a  merger or acquisition with
an unidentified company or companies or other entity or person.  In this regard, we
also note the representation that you made to us in response to comment one in our
September 4, 2014 letter.

Summary Compensation Table, page 3 2

5. Please revise your tabular disclosure to provide compensation disclosure for the most
recently completed fiscal year, June 30, 2014.  In this regard, we note disclosure in
the first paragraph under “Description of Business” on page 24 stating that you
established a f iscal year by the end of June.

Security Ownership of Certain Beneficial Owners and Management, page 32

6. Please revise footnote (1) disclosure to reflect the beneficial ownership as of the most
recent practicable date.  Additionally, we note that the disclaimer included at the end
of the footnote creates unnecessary ambiguity regarding how the beneficial ownership
of a stockholder is calculated.  Please consider removing the disclaimer.

Non-cumulative Voting, page 36

7. Disclosure that present stockholders will own approximately 55% of your outstanding
shares of common stock if all of the shares of common stock being offered in this
registration statement are sold is inconsistent with revised disclosure on page 8 that
your sole director and offi cer, Mr. Giorgos Kallides, will own 37.5% of your
outstanding shares of common stock if all of the shares of common stock being
offered in this registration statement are sold.  Please reconcile the disclosures.

Mr. Giorgos Kallides
Betafox  Corp.
September  22, 2014
Page 3

Exhibit 5.1

8. Refer to comment 28 in our Sep tember 4, 2014 letter.  As requested previously,
please ask counsel to revise its opinion to consent also to being named  in the
registration statement.

Exhibit 10.3

9. The revised lease agreement filed as Exhibit 10.3 should include the signatures of the
parties and the date on which it was signed .  Please revise  and refile the exhibit
accordingly .

Exhibit 23.1

10. We note your response to comment 29 in our letter dated September 4, 2014;
however, the consent still shows the date of inception to be September 10, 2014.
Please hav e your independent registered public accountant revise its consent to
indicate that the date of inception is September 10, 2013 .

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