SecProbe.io

February 7, 2020
Joseph Francella
Chief Executive Officer
Limitless Venture Group Inc.
121 E. 36th Street
Tulsa, OK 74106
Re:Limitless Venture Group Inc.
Amendment No. 1 to the Offering Statement on Form 1-A
Filed January 30, 2020
File No. 024-11128
Dear Mr. Francella:
            We have reviewed your amended 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.
Amendment No. 1 to the Offering Statement on Form 1-A
Distribution Spread, page 4
1.Please revise footnote four to the table to reflect that the shares are being offered pursuant
to Regulation A for Tier 1 offerings as opposed to Tier 2 offerings. Please make a similar
revision to footnote five to the table in the Use of Proceeds section.
Executive Compensation, page 33
2.We reissue comment number 5 in part. Please provide executive compensation
information for the fiscal year ended June 30, 2019. In addition, it appears that 500
million options were granted pursuant to the 2019 Stock Incentive Plan that should be
included in the Summary Compensation Table. Please revise the table to include this
information or advise us as to why you do not believe it is required.

 FirstName LastNameJoseph Francella
 Comapany NameLimitless Venture Group Inc.
 February 7, 2020 Page 2
 FirstName LastName
Joseph Francella
Limitless Venture Group Inc.
February 7, 2020
Page 2
General
3.We note your response to prior comment number 1. Please revise the disclosure
throughout the offering statement to remove references to the mandatory arbitration
provision.
            You may contact Gary Newberry at (202) 551-3761 or Daniel Gordon at (202) 551-
3486 if you have questions regarding comments on the financial statements and related
matters.  Please contact Chris Edwards at (202) 551-6761 or Mary Beth Breslin at (202) 551-
3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas C. Cook, Esq.