SecProbe.io

Mail Stop 4631
August 31, 2015

Via E -Mail
David Estus
President and Chief Executive Officer
CubeScape, Inc.
1854 Oxford Avenue
Cardiff -by-the-Sea, CA  92007

Re: CubeScape, Inc.
Registration Statement on Form S-1
Filed August 4, 2015
  File No. 333 -206068

Dear Mr. Estus :

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 amendment 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 (“the Act”), please revise your prospectus to
provide the fol lowing additional disclosures:

 Describe how and when a company may lose emerging growth company status;
 A brief description of 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
 Your election under Section 107(b) of the Act:
o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 10 7(b) of the
Act, include a statement that the election is irrevocable; or

David Estus
CubeScape, Inc.
August 31, 2015
Page 2

 o If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(2)(B) of the Act,
provide a risk factor explaini ng that this election allows you to delay the
adoption of new or revised accounting standards that have 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 MD&A.

2. Please revise the disclosure throughout your filing to state that you are currently a shell
company, as it appears from your disclosure that you have both nominal operations and
nominal assets.  See Rule 405 of Regulation C.  In addition, revise your related Rule 144
disclosure to reflect that you are a shell company.  Note that Rule 144 is not available for
the resale of securities initially issued by issuers with no operations and assets consisting
of cash and nominal other assets.  See Rule 144(i) under the Securities Act.

Use of Proceeds, page 17

3. With respect t o the aggregate proceeds of the offering, please revise to disclose the
anticipated net proceeds from the offering assuming the sale of 25%, 50%, and 75% of
the shares that you are offering and the intended disposition of those funds.  Refer to
Instruction  1 to Item 504 of Regulation S -K.

Intellectual Property, page 35

4. Please disclose the duration of your trademark .  See Item 101(h)(4)(vii) of Regulation S -
K.

Financial Statements

Note 2 – Going Concern, page F -9

5. Please revise your disclosure here and on page F -18 to provide robust disclosures
regarding the substantial doubt about your ability to continue as a going concern.
Specifically, please revise your disclosure to include:
 The possible effects of such conditions and events;
 Your evaluation of the significance of the conditions and events and the mitigating
factors;
 Whether there is any possibility that you would discon tinue operations; and
 Detailed description of your plans for dealing with the adverse effects of the
conditions and events.

David Estus
CubeScape, Inc.
August 31, 2015
Page 3

 Note 3 – Intangible Assets and Asset Purchase, page F -19

6. You present a line item in the table on page F -19 that refers to net property and
equipment.  It appears that this amount actually relates to intangible assets.  Please revise
as necessary.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Act of 193 3 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 o f the disclosures they have made.

Notwithstanding 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 Commis sion 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;

 the action of the Commission or the staff, acting pursuant to delegated autho rity, 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; 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 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 acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jeff Gordon, Staff Acc ountant at (202) 551 -3866 or, in his absence,
John Cash, Accounting Branch Chief at (202) 551 -3768 if you have questions regarding

David Estus
CubeScape, Inc.
August 31, 2015
Page 4

 comments on the financial statements and related matters.  Please contact  Sherry Haywood, Staff
Attorney at  (202) 551 -3345 or, in her absence,  me at (202) 551 -3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.