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SEC Comment Letter for Karbon-X Corp. (KARX) (CIK 0001729637) (KARX) — Oct 11, 2018

Karbon-X Corp. (KARX) (CIK 0001729637)
Date: Oct. 11, 2018 · CIK: 0001729637 · Accession: 0000000000-18-031898

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File numbers found in text: 333-227066

Referenced dates: September 24, 2018

Date
October 10, 2018
Author
Reymund Guillermo
Form
UPLOAD
Company
Karbon-X Corp. (KARX) (CIK 0001729637)

Letter

October 10, 2018 Reymund Guillermo President Cocoluv Inc. 1390 Main Street, Suite 200 San Francisco, CA 97204 Re:Cocoluv Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 26, 2018 File No. 333-227066 Dear Mr. Guillermo: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our September 24, 2018 letter. Amendment No. 1 to Form S-1 filed September 26, 2018 Prospectus Summary, page 5 1.We note your response to comment seven in our letter dated September 24, 2018. Please revise your street address from "Market" Street to "Main" Street on page 5 if that is your correct street address to make your disclosures consistent. Our Ability to Sustain . . ., page 7 2.We note your response to comment 10 in our letter dated September 24, 2018. Please tell us the payment terms, including interest rate, fees and term, of Mr. Guillermo's loans to

FirstName LastNameReymund Guillermo Comapany NameCocoluv Inc. October 10, 2018 Page 2 FirstName LastName Reymund Guillermo Cocoluv Inc. October 10, 2018 Page 2 you. Products, page 21 3.We note your response to comment 14 in our letter dated September 24, 2018. Please revise to make the descriptions of your products consistent including on pages 17 and 21. You may contact Jenn Do, Staff Accountant at (202) 551-3743 or Al Pavot, Staff Accountant at (202) 551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Sherry Haywood, Staff Attorney at (202) 551- 3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing and Construction

Show Raw Text
October 10, 2018
Reymund Guillermo
President
Cocoluv Inc.
1390 Main Street, Suite 200
San Francisco, CA 97204
Re:Cocoluv Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 26, 2018
File No. 333-227066
Dear Mr. Guillermo:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 24, 2018 letter.
Amendment No. 1 to Form S-1 filed September 26, 2018
Prospectus Summary, page 5
1.We note your response to comment seven in our letter dated September 24, 2018.  Please
revise your street address from "Market" Street to "Main" Street on page 5 if that is your
correct street address to make your disclosures consistent.
Our Ability to Sustain . . ., page 7
2.We note your response to comment 10 in our letter dated September 24, 2018.  Please tell
us the payment terms, including interest rate, fees and term, of Mr. Guillermo's loans to

 FirstName LastNameReymund Guillermo
 Comapany NameCocoluv Inc.
 October 10, 2018 Page 2
 FirstName LastName
Reymund Guillermo
Cocoluv Inc.
October 10, 2018
Page 2
you.
Products, page 21
3.We note your response to comment 14 in our letter dated September 24, 2018.  Please
revise to make the descriptions of your products consistent including on pages 17 and 21.
            You may contact Jenn Do, Staff Accountant at (202) 551-3743 or Al Pavot, Staff
Accountant at (202) 551-3738 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction