SecProbe.io

Mail Stop 4561
October 28, 2015

Jason Lane
President, Chief Executive Officer, and Chief Financial Officer
KokiCare, Inc.
26716 Via Colina
Stevenson Ranch, CA 91381

Re: KokiCare, Inc.
Registration Statement on Form S -1
Filed October 1, 2015
  File No. 333 -207220

Dear Mr. Lane:

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 amendm ent 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. Refer to Securities Act Rul e 405.  It appears that you are a shell company based on your
limited operations and assets consisting solely of cash and cash equivalents.  Please
revise your disclosure throughout to indicate that you are a shell company.

Prospectus Cover Page

2. Please d isclose the date o n which the offering will end.  Refer to Item 501(b)(8)(iii) of
Regulation S -K.

3. Please disclose the percentage ownership of your largest shareholder.

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 2

 Prospectus Summary, page 1

4. Revise your disclosure in this section and throughout the prospectus to more clearly
convey to investors the nature of your proposed business and the status of your business
development.  Explain in greater detail the software you plan to develop, the resources
required to develop it and how you will ultimately g enerate revenue.  Also, disclose what
you have accomplished to date, what remains to be accomplished for you to develop your
business and begin generating revenue, and any material obstacles or uncertainties that
may preclude completion of product developm ent and ultimate achievement of your
business plan.

Implications of Being an Emerging Growth Company, page 1

5. We note that you have not elected to use the extended transition period for complying
with new or revised accounting standards under Section 10 2(b)(2).   Please revise to
disclose that such election is irrevocable.

Risk Factors, page 3

6. Please include a risk factor that highlights the risks to common shareholders from your
ability to issue preferred stock.

“Our independent registered public accounting firm’s substantial doubt…,”  page 3

7. Revise this risk factor to state the minimum period of time that you will be able to
conduct planned operations using currently -available capital resources.  To the extent that
a deficiency in capital resources is perceived, alert investors to the minimum additional
capital expected to be necessary to fund planned operations for a 12 -month period.

“Reporting requirements under the Exchange Act…,” page 5

8. We note the statements in this risk factor that “as a public company, we will be subject to
the reporting requirements of the Exchange Act” and that “ the Exchange Act requires,
among other things, that we file annual, quarterly, and current reports with respect to our
business and operating results.”  Please confirm to us that you intend to file a Form 8 -A
to register your common stock under the Exchange Act.  If not, revise to alert investors
that because your common stock will not be registered under the Exchange Act, you will
not be a fully reporting  company but only subject to the reporting obligations imposed by
Section 15(d) of the Exchange Act.  Explain the effect on investors of the automatic
reporting suspension under Section  15(d) of the Exchange Act, as well as the
inapplicability of the proxy  rules and Section 16 of the Exchange Act.  Consider
including this information in a separate risk factor.

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 3

 Description of Business

Overview, page 8

9. You disclose in the second sentence that you are in the discovery and planning phase of
your business.  Under the “Marketing and Sales” caption, however, you state that you are
in the design phase of the software application.  Please reconcile.

10. Please expand your disc ussion here or in your MD&A to disclose the steps and
challenges remaining until your product is ready for commercialization.  Provide a
detailed description of the actions and timing of your planned operations over the next 12
months.  Provide an anticipa ted timeline and discuss each step you plan to take toward
generating revenues and your anticipated funding source for each step.  You should
disclose specific cost estimates and financing plans.  In this regard, discuss the
approximate amount of funds tha t you will need to raise until you achieve profitability
and any discussions you have had with funding sources, including any specific steps you
have taken to date to seek additional equity or obtain credit facilities.

Website, page 8

11. Please disclose th e date you anticipate your website will be operational.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 10

12. Please disclose the terms of the note payable you mention on page F-10 and file any
related agreements as exhibits.

13. Based on your current available capital reserves, please disclose the amount of time that
you can remain operational.

Involvement in Certain Legal Proceedings , page 12

14. We note your disclosure concerning involvement in certain legal proceedings during the
past five years.  Please revise your disclosure to reflect involvement in certain legal
proceedings during the past ten years.  Refer to Item 401(f) of Regulation S -K.

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 4

 Summary Compensation Table

Employme nt Agreements, page 13

15. You disclose on page 12 that Mr. Lane is currently employed by ClearStructure Financial
Technology.  Please disclose the maximum number of hours that Mr. Lane expects
dedicate to your business each week.  Include a risk factor, if a ppropriate.

Transactions with Related Persons, Promoters and Certain Control Persons, page 14

16. Please disclose the note payable issued to a relative of Mr. Lane or advise.  Refer to
Instruction b  of Item 404(a) in Regulation S -K.

Signatures, page II -3

17. We note that Mr. Lane did not sign the registration statement in the capacity of a
controller or principal accounting officer.  Please revise in accordance with Instruction 2
under the “Signatures” caption of Form S -1.

Item 16.   Exhibits and Financial Statement Schedules

Exhibit 3.1

18. Please file as an exhibit a copy of the articles of incorporation in the proper searchable
format.  Likewise, file a searchable copy of exhibit 3.2.  We refer you to Rules 301 and
304 of Regulation  S-T.

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 comp any 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.

Notwithstanding our comments, in the event you request acceleration of the ef fective date
of the pending registration statement, 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 respect
to the filing;

Jason Lane
KokiCare, Inc.
October 28 , 2015
Page 5

  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 adequac y and accuracy of the disclosure in the filing; and

 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 St ates.

Please refer to Rule 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 acceleration are aware of their respect ive responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any a mendment prior to the requested effective date of the
registration statement.

You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Kathleen Collins,
Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments on  the
financial statements and related matters.  Please contact Gabriel Eckstein, Staff Attorney, at
(202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3456 with any other questions.
If you require further assistance, you may contact Barbara C . Jacobs, Assistant Director, at (202)
551-3730.

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
 Staff Attorney
Office of Information
        Technologies and Services