SecProbe.io

Mail Stop 4546
September 15, 2016

Philip Mansour
Chief Executive Officer
Alzamend Neuro, Inc.
50 W. Broadway, 3rd Floor
Salt Lake City, Utah 84101

Re: Alzamend Neuro, Inc.
Offering Statement  on Form 1-A
Filed August 19, 2016
  File No.  367-00052

Dear Mr. Mansour :

We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.

We urge all persons who are responsible for the accuracy and ad equacy of the disclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act requires.  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.

General

1. We note your certification under Item 3 of Part I that each person described in Rule 262
of Regulation A is either not disqualified under that rule or is disqualified but has
received a waiver of such disqualification.  However, we note your disclosure on page 48
of Part II that Milton C. Ault, III was suspended in 2012 from association with a FINRA
member firm for two years and is currently ineligible to apply for asso ciation with
FINRA.  Because of this suspension, it appears that the exemption under Regulation A is
unavailable pursuant to Rule 262(a)(6) of Regulation A.  Please tell us whether you have

Philip Mansour
Alzamend Neuro, Inc.
September 15, 2016
Page 2

 received, or intend to apply for, a waiver from such disqualificat ion.  Please note that we
will not continue our review of the offering statement while any person described in Rule
262 is subject to disqualification under the rule.

Part II – Offering Circular
Use of Proceeds, page 26

2. Please revise your disc losure to state whether any of the proceeds will be used to
compensate or otherwise make payments to your officers or directors.  Refer to
Instruction 2 to Item 6 of Part II of the Form 1 -A.

3. Please describe any anticipated material changes in the use of p roceeds if all of the
securities being qualified in the offering statement are not sold.   Please expand to show a
reasonable range of the use  of net proceeds assuming the sale of only certain percentages
of the securities are sold.  Refer to Instruction 3  to Item 6 of Part II of the Form 1 -A.

Management’s Discussion and Analysis of Financial Condition . . . , page 29

4. Please revise your filing to describe your plan of operation for the 12 months following
the commencement of the proposed offering, includi ng whether the proceeds from the
offering will satisfy your cash requirements for the next six months.  If this information is
not available, state the reasons for its unavailability.  Refer to Item 9(c) of Part II of the
Form 1 -A.

Plan of Distribution, p age 53

5. Please provide us with an analysis supporting your conclusions regarding the availability
of the safe harbor or Rule 3a4 -1 of the Exchange Act for the participation of your officers
and directors in your offering.

We will consider qualifying your  offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the  event you ask us to qualify your offering statement , please provide  a written
statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, qualify the
filing, it does not foreclose the Commiss ion from taking any action with respect to the
filing;

Philip Mansour
Alzamend Neuro, Inc.
September 15, 2016
Page 3

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

 the company ma y not assert staff comments and/or qualification as a defense in any
proceeding initiated by the Commissio n or any person under the federal securities laws of
the United States.

You may contact Christine Torney at 202 -551-3652 or James Rosenberg, Senior
Assistant Chief Accountant, at 202 -551-3679 if you have questions regarding comments on the
financial state ments and related matters.  Please contact Dorrie Yale at 202 -551-8776 or Erin
Jaskot, Special Counsel, at 202 -551-3442 with any other questions .

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance