SecProbe.io

CORRESP
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HART
& HART, LLC

ATTORNEYS
AT LAW

1624
Washington Street

Denver,
CO 80203

    __________

    harttrinen@aol.com

    (303)
    839-0061

    Fax:
    (303) 839-5414

November
19, 2024

Eranga
Dias

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:

    Blue
    Line Holdings, Inc.

    Registration
    Statement on Form S-1, Amendment No. 2

    File
    No. 333-282317

This
office represents Blue Line Holdings, Inc. (the “Company”). Amendment No. 2 to the Company’s Registration Statement
on Form S-1 has been filed with the Commission. The following are the Company’s responses to the comments received from the staff
by letter dated November 13, 2024.

The
numbers below correspond to the paragraph numbers in the staff’s comment letter. The numbers under the “Page No.” column
indicated the page number of the Prospectus where the responses to the staff’s comments can be found.

    Page
    No.

    1.
    The wording which is the subject of this comment has been revised.
    10

    2.
                                            Information regarding Mr. Kerrigone has been revised to comply with Item 401(f) of Regulation
                                            S-K.

    11

    3.
    The three shareholders that acquired their shares after September 24, 2024, the date the Company’s Registration Statement was
    filed:

 ● had
                                            substantive pre-existing relationships with the Company; and

 ● had
                                            committed to purchase their shares in the Company prior to the time the Company’s Registration
                                            Statement was filed.

    Since
                                            the three shareholders that acquired their shares after September 24, 2024 had committed
                                            to purchase their shares in the Company prior to September 24, 2024, they could not have
                                            relied on the Company’s Registration Statement in determining whether to invest in
                                            the Company.

    4.
    Comment complied with.

    Exh.
    23.2

    1

    Page
    No.

    5.
    In an effort to assist registrants in determining whether an offering by selling shareholders may be characterized as a secondary
    offering, the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations. C&DI 612.09
    provides that “[t]he question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult
    factual one, not merely a question of who receives proceeds” and that consideration must be given to a number of factors.

    For
                                            the reasons set forth below, the Company submits that the registration and offering from
                                            time to time of the shares offered by the selling shareholders is not, and should not be
                                            considered, an indirect primary offering on behalf of the Company.

    The
    Company acknowledges the large amount of shares of common stock involved, however, the Company does not believe that the amount of
    shares being registered alone warrants re-characterizing a valid secondary offering as a primary offering. Pursuant to
    C&DI 612.09, the amount of shares being offered is only one of several factors to be considered in evaluating whether, under
    all the circumstances, a purported secondary offering is instead an indirect primary offering. Furthermore, the Staff’s own
    interpretations support the Company’s position. For example, Securities Act Compliance and Disclosure Interpretation 612.12
    describes a scenario in which a holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The
    interpretation states, in relevant part:

    A
    controlling person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity
    offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that
    is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).

    Additionally,
    Securities Act Compliance and Disclosure Interpretation 216.14, regarding the use of Form S-3 to effect a secondary offering,
    also provides:

    Secondary
    sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more
    than 50% of the issuer’s securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter
    by or on behalf of the issuer.

    The
    Company believes that these interpretive provisions make clear that a holder of more than 50% of the outstanding shares of a company’s
    common stock can effect a valid secondary offering of its shares unless other facts, beyond the mere level of ownership, indicate
    that a selling shareholder is acting as a conduit of the issuer. In these circumstances, the selling shareholders’ shares are
    being registered on a Form S-1, the form for general registrations.

    2

    Page
    No.

    Moreover,
    for this to be an indirect public offering on behalf of the Company, the selling shareholders would have to be underwriters. However,
    there is no evidence that the selling shareholders are underwriters, that is, persons which acquired shares from the issuer with
    a plan of distribution. The Company is not aware of any agreements or understandings with any person with respect to the distribution
    of the shares by the selling shareholders. As discussed in our letter to you dated October 31, 2024, there was no private or public
    market for the Company’s common stock when the selling shareholders purchased their shares from the Company and there is currently
    no private or public market for the Company’s common stock. As a result, the selling shareholders could not have purchased
    their shares with a view to distribution since there is no private or public market which the selling shareholders can use to make
    a distribution.

                                                                              In
                                            addition, we note that under Rule 100(b) of Regulation M, a “distribution” is
                                            defined as: (A)n offering of securities, whether or not subject to registration under the
                                            Securities Act, that is distinguished from ordinary trading transactions by the magnitude
                                            of the offering and the presence of special selling efforts and special selling methods.
                                            (emphasis added)

    The
    Company has not been advised, and is not otherwise aware, of any special selling efforts or selling methods that have been or will
    take place in connection with the sale of the shares by the selling shareholders. Nor is there any evidence that any of the selling
    shareholders have conducted any road shows or taken any other actions to condition or “prime” the market for their shares.
    The mere size of a potential offering does not make a proposed sale a “distribution”.

    None
    of the selling shareholders are in the business of underwriting securities. Only two of the selling shareholders, Anthony Kerrigone
    and Monarch Media, have any relationship to the Company.

    The
    circumstances by which the selling shareholders acquired their shares are as follows:

 ● Anthony
                                            Kerrigone, as the Company’s sole director, adopted a resolution issuing shares to himself;

  ● Anthony
                                            Kerrigone, as the Company’s sole director, adopted a resolution issuing shares to the
                                            other selling shareholders;

  ● All
                                            of the selling shareholders, with the exception of Monarch Media, paid cash for their shares;

  ● Monarch
                                            Media was issued shares in partial consideration for granting a license to the Company.

The
selling shareholders acquired their shares between June 13, 2024 and October 10, 2024.

    3

    Page
    No.

    Most
                                            importantly, the fact that the Company needs capital to implement its business plan, but
                                            none of the proceeds received by the selling shareholders from the sale of their shares will
                                            be given to the Company, unequivocally supports the contention that this is not an indirect
                                            primary offering.

                                                                              The
                                            totality of the facts and circumstances surrounding this offering demonstrates that the selling
                                            shareholders are not acting as a conduit in a distribution to the public. Rather, they are
                                            each acting for their own account as an investor in arms-length transactions.

    Based
    on the foregoing considerations, we believe that the selling shareholders are not acting as a conduit for the sale of shares to the
    public by the Company and that the registration of the shares for resale by the selling shareholders pursuant to the Company’s
    Registration Statement is a true secondary offering under Rule 415(a)(1)(i).

If
you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.

    Very
    Truly Yours,

    HART
    & HART, LLC

    /s/
    William T. Hart

    William
    T.  Hart

    4