SecProbe.io

February 14, 2025
Marilu Brassington
Interim Chief Accounting Officer
Scepter Holdings, Inc. NV
2278 Monitor St
Dallas, Texas 75207
Re:Scepter Holdings, Inc. NV
Registration Statement on Form 10-12G
Filed September 18, 2024
File No. 000-56689
Dear Marilu Brassington:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Steven Davis

CORRESP
1
filename1.htm

February
12, 2025

Division
of Corporation Finance

Office
of Trade and Services

United
States Securities and Exchange Commission

Washington,
DC 20549

    RE:
    Scepter
    Holdings, Inc. NV

    Amendment
    No. 3 to Registration Statement on Form 10

    Filed
    January 30, 2025

Dear
Ladies and Gentlemen:

Scepter
Holdings, Inc. NV (the “Company”) is submitting this letter in response to your comments received on February 10, 2025 with
regard to the above referenced filing. The Company is filing Amendment No. 4 to the Registration Statement on Form 10 (the “Amendment”)
contemporaneously with this letter. This response will follow the lineal order of your letter and each specific area addressed, utilizing
the text of your letter as the primary guide.

Amendment
No. 3 to Registration Statement on Form 10

Item
1. Business, page 5

    1.
    We
note your revised disclosure in response to prior comment 6. Please revise Item 1 to state, as you do on page F-8, that the “Adapti
platform is an AI system that was designed to create a proprietary ‘data fingerprint’ for client products data and
even the entire company by utilizing third party AI such as ChatGPT, OpenAI or Google AI tools.”.

Response:
The Company has revised its disclosure in the Amendment as requested on Item 1 pages 5.

Statements
of Changes in Stockholders’ Deficit, page F-6

    2.
    We
    note your response to prior comment 12. Please further clarify why the number of shares of common stock in 2023 did not change
    as a result of the correction.

Response:
The number of shares did change as the balance was adjusted to correct the outstanding shares reported from the transfer agent who had
not recorded all of the convertible debt conversions at the transfer agent. The volume of convertible debt conversions also created
a rounding error that needed to be corrected which the Company has recorded when tying out to the debt conversions to equity. The
correct number of shares are reported in the Company’s equity statement and financial statements.

I
hope the foregoing addresses the Staff’s concerns. Should you require additional information, feel free to contact the undersigned
at 805-338-1578 or via email at marilu@scepterbrandscom.

Sincerely,

Marilu Brassington

    1

February 10, 2025
Marilu Brassington
Interim Chief Accounting Officer
Scepter Holdings, Inc. NV
2278 Monitor St
Dallas, Texas 75207
Re:Scepter Holdings, Inc. NV
Amendment No. 3 to Registration Statement on Form 10
Filed January 30, 2025
File No. 000-53336
Dear Marilu Brassington:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10
Item 1. Business, page 5
1.We note your revised disclosure in response to prior comment 6. Please revise Item 1
to state, as you do on page F-8, that the "Adapti platform is an AI system that was
designed to create a proprietary ‘data fingerprint’ for client products data and even the
entire company by utilizing third party AI such as ChatGPT, OpenAI or Google AI
tools."
Statements of Changes in Stockholders' Deficit, page F-6
2.We note your response to prior comment 12.  Please further clarify why the number of
shares of common stock in 2023 did not change as a result of the correction.

February 10, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Valeria Franks at 202-551-7705 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Steven Davis

CORRESP
1
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 January
30,  2025

Division
of Corporation Finance

Office
of Trade and Services

United
States Securities and Exchange Commission

Washington,
DC 20549

  RE:
  Amendment No. 2 to Registration Statement on Form 10

  Filed December 26, 2024

File
No. 000-53336

Dear
Ladies and Gentlemen:

Scepter
Holdings, Inc. NV (the “Company”) is submitting this letter in response to your comments received on January 23, 2025 with
regard to the above referenced filing. The Company is filing Amendment No. 3 to the Registration Statement on Form 10 (the “Amendment”)
contemporaneously with this letter. This response will follow the lineal order of your letter and each specific area addressed, utilizing
the text of your letter as the primary guide.

Amendment
No. 2 to Registration Statement on Form 10

Item
1. Business, page 5

 1. Please
                                            discuss here and in your risk factors, your auditor’s going concern opinion and acknowledge
                                            your losses for the financial periods contained in the registration statement.

Response:
The Company has revised its disclosure in the Amendment as requested on pages 6 and 12.

 2. We
                                            note your disclosure that “[t]he Company manages the sales and brand development of
                                            high-performance consumer packaged goods.” However, it appears that to date, the only
                                            products you have sold are Dermacia branded cosmetics. Please revise to clearly identify
                                            the principal products or services currently sold and identify their relevant markets. Additionally,
                                            please clearly distinguish between current versus aspirational products and services. Refer
                                            to Item 101 of Regulation S-K.

Response:
The Company has revised its disclosure in the Amendment as requested on page 5.

 3. Please
                                            revise to include all of the information required by Item 101(h)(4) of Regulation S-K. Specifically,
                                            and, to the extent applicable, please include a more detailed discussion of:

 ● Your
                                            dependence on any major customers;

 ● any
                                            patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts,
                                            including duration;

 ● the
                                            need for any government approval of principal products or services and if you have not yet
                                            received that approval, discuss the status of the approval within the government approval
                                            process; and

 ● the
                                            effect of existing or probable governmental regulations on your business.

Response:
The Company sells directly to individuals and accordingly does not have any major customers or patents, trademarks, licenses or other
intellectual property agreements. The Company’s products and services are manufactured by a third party that is responsible for
compliance with any manufacturing regulations or permits. The Company does not anticipate any existing or probable governmental regulations
that would impact its business at this time.

 4. We
                                            note various references to your “desired demographics” throughout the registration
                                            statement. Please revise to provide additional detail regarding the demographics to which
                                            you market the Dermacia products.

Response:
The Company has revised its disclosure in the Amendment as requested on pages 5, F-8, and F-35.

 5. We
                                            note your disclosure that Adapti matches products “with influencers best positioned
                                            to succeed in promotion” and “leverages AI to determine which influencers will
                                            generate the most attention - in specifically curated audiences - to produce the most positive
                                            ROI on client spend.” Please provide the basis for such statements or characterize
                                            them as management’s belief. In this regard, we note that Adapti has not yet generated
                                            any revenues and you have not yet incorporated its functionalities into your business.

Response:
The Company has revised its disclosure in the Amendment as requested on pages 5, F-8, and F-35.

 6. Please
                                            revise to provide a more detailed discussion regarding the specific data points or types
                                            of data Adapti collects and utilizes. In addition, please clarify whether your AI or machine
                                            learning models use outside data sources, such as publicly available datasets, or if they
                                            are closed-loop systems. Lastly, please provide your definition of “artificial intelligence”
                                            in the context of your business.

Response:
The Company has revised its disclosure in the Amendment as requested on pages 5, F-8, and F-38.

Recent
Transactions, page 5

 7. We
                                            note your current report on Form 8-K filed December 4, 2024 indicates that you entered into
                                            a Letter of Intent to acquire Matchpoint Connection, LLC. Please revise here to discuss the
                                            planned acquisition of Matchpoint Connection and file the Letter of Intent as an exhibit
                                            to the registration statement or tell us why you believe you are not required to do so. Refer
                                            to Item 601(b)(10) of Regulation S-K.

Response:
The Company has revised its disclosure in the Amendment as requested on pages 3, 5, and 7. The Company has additionally filed the Letter
of Intent as Exhibit 10.03   to the Amendment.

    2

Item
4. Security Ownership of Certain Beneficial Owners and Management, page 17

 8. Please
                                            update the information in this section as of the most recent practicable date and revise
                                            the disclosure in the “Residential Address” column to provide a business, mailing
                                            or residence address. Refer to Item 403 of Regulation S-K.

Response:
The Company has revised its disclosure in the Amendment as requested on page 17.

Item
7. Certain Relationships and Related Transactions, and Director Independence, page 19

 9. Please
                                            disclose the outstanding balance of loans by Stuff International and Market Group International
                                            as of the most recent practicable date. Refer to Item 404 of Regulation S-K.

Response:
The Company has revised its disclosure in the Amendment as requested on page 19.

Item
10. Recent Sales of Unregistered Securities, page 20

 10. Please
                                            correct the reference here to “Note 9 entitled ‘Stockholders Equity.’”
                                            In this regard, it appears the reference should be to Note 10, which is captioned “Stockholders’
                                            Deficit.”

Response:
The Company has revised its disclosure in the Amendment as requested on page 20.

Scepter
Holdings, Inc. Balance Sheet, page F-4

 11. Please
                                            revise the stockholders’ deficit section to disclose the number of shares authorized,
                                            issued and outstanding for preferred stock and common stock. This comment also applies to
                                            the unaudited condensed balance sheet marilu@scepterbrands as of September 30, 2024.

Response:
The Company has determined this information is already contained in the disclosure under the heading Stockholder’s Deficit on pages
F-4 and F-31.

Scepter
Holdings, Inc. Statements of Changes in Stockholders’ Deficit, page F-6

 12. Please
                                            expand your description of the activity included in the equity re-classification line on
                                            your statements of changes in stockholders’ deficit for all periods presented.

Response:
The adjustment is due to convertible debt conversions where the share price utilized for conversion was in 5th and 6th
decimal points that created a rounding error that was different from the transfer agent. To adjust the numbers from the transfer
agent and to provide the correct outstanding stockholders deficit, additional paid in capital and common stock as of and for the year
ended December 31, 2023, we had to disclose the adjustment to reconcile the correct numbers outstanding. Due to timing in 2023, the Company
had to reconcile the difference to the difference to the transfer agent numbers. The numbers as disclosed and reported are correct.

 For
2024, the adjustment on a net basis is zero but the Company reported it on a gross basis so investors could see the non-cash transaction
for settling accounts payable for common stock. The transaction is disclosed as a non-cash transaction on page F-7 and we have revised
the disclosure in Note 6 Accounts Payable and Accrued Liabilities to ensure that the change in accounts payable and accrued liabilities
is clearer so that the investors can appropriately track the change in balance.

I
hope the foregoing addresses the Staff’s concerns. Should you require additional information, feel free to contact the undersigned
at 805-338-1578 or via email at.com.

Sincerely,

/s/ Marilu Brassington

Marilu Brassington

Interim Chief Accounting Officer

    3

January 23, 2025
Marilu Brassington
Interim Chief Accounting Officer
Scepter Holdings, Inc. NV
2278 Monitor St
Dallas, Texas 75207
Re:Scepter Holdings, Inc. NV
Amendment No. 2 to Registration Statement on Form 10
Filed December 26, 2024
File No. 000-53336
Dear Marilu Brassington:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10
Item 1. Business, page 5
1.Please discuss here and in your risk factors, your auditor’s going concern opinion and
acknowledge your losses for the financial periods contained in the registration
statement.
2.We note your disclosure that "[t]he Company manages the sales and brand
development of high-performance consumer packaged goods." However, it appears
that to date, the only products you have sold are Dermacia branded cosmetics. Please
revise to clearly identify the principal products or services currently sold and identify
their relevant markets. Additionally, please clearly distinguish between current
versus aspirational products and services. Refer to Item 101 of Regulation S-K.
Please revise to include all of the information required by Item 101(h)(4) of
Regulation S-K. Specifically, and, to the extent applicable, please include a more
detailed discussion of:
•your dependence on any major customers;3.

January 23, 2025
Page 2
•any patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration;
•the need for any government approval of principal products or services and if you
have not yet received that approval, discuss the status of the approval within the
government approval process; and
•the effect of existing or probable governmental regulations on your business.
4.We note various references to your "desired demographics" throughout the
registration statement. Please revise to provide additional detail regarding the
demographics to which you market the Dermacia products.
5.We note your disclosure that Adapti matches products "with influencers best
positioned to succeed in promotion" and "leverages AI to determine which influencers
will generate the most attention - in specifically curated audiences - to produce the
most positive ROI on client spend." Please provide the basis for such statements or
characterize them as management's belief. In this regard, we note that Adapti has not
yet generated any revenues and you have not yet incorporated its functionalities into
your business.
6.Please revise to provide a more detailed discussion regarding the specific data points
or types of data Adapti collects and utilizes. In addition, please clarify whether your
AI or machine learning models use outside data sources, such as publicly available
datasets, or if they are closed-loop systems. Lastly, please provide your definition of
“artificial intelligence” in the context of your business.
Recent Transactions, page 5
7.We note your current report on Form 8-K filed December 4, 2024 indicates that you
entered into a Letter of Intent to acquire Matchpoint Connection, LLC. Please revise
here to discuss the planned acquisition of Matchpoint Connection and file the Letter
of Intent as an exhibit to the registration statement or tell us why you believe you are
not required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 17
8.Please update the information in this section as of the most recent practicable date and
revise the disclosure in the "Residential Address" column to provide a business,
mailing or residence address. Refer to Item 403 of Regulation S-K.
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 19
9.Please disclose the outstanding balance of the loans by Stuff International and Market
Group International as of the most recent practicable date. Refer to Item 404 of
Regulation S-K.
Item 10. Recent Sales of Unregistered Securities, page 20
10.Please correct the reference here to "Note 9 entitled 'Stockholders Equity.'" In this
regard, it appears the reference should be to Note 10, which is captioned
"Stockholders' Deficit."

January 23, 2025
Page 3
Scepter Holdings, Inc.
Balance Sheet, page F-4
11.Please revise the stockholders’ deficit section to disclose the number of shares
authorized, issued and outstanding for preferred stock and common stock. This
comment also applies to the unaudited condensed balance sheet as of September 30,
2024.
Scepter Holdings, Inc.
Statements of Changes in Stockholders' Deficit, page F-6
12.Please expand your description of the activity included in the equity re-classification
line on your statements of changes in stockholders' deficit for all periods presented.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Valeria Franks at 202-551-7705 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Steven Davis

December 16, 2024
Marilu Brassington
Interim Chief Accounting Officer
Scepter Holdings, Inc. NV
2278 Monitor St
Dallas, Texas 75207
Re:Scepter Holdings, Inc. NV
Registration Statement on Form 10
Filed October 31, 2024
File No. 000-56689
Dear Marilu Brassington:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Exchange Act of 1934,
the rules and regulations thereunder and the requirements of the form.  More specifically,
•The financial statements are incomplete as no interim financial statements have been
included. Refer  to Refer to Part 210.3-01(e) of Regulation S-X and  Item 13 of Form 10.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Steven Davis

March 14, 2011

Mr. Samuel Weiss
Chief Executive Officer , Chairman and President
Brazos International Exploration, Inc.
1660 NW 19th Avenue
Pompano Beach, Florida 33069
 Re: Brazos International Exploration, Inc.
  Form 10- K for Fiscal Year Ended March 31, 2010
Filed July 7, 2010
  Form 10- K/A for Fiscal Year Ended March 31, 2010
Filed July 16, 2010, December 14, 2010 and March 9, 2011
Form 10- Q for Fiscal Quarter Ended September 30,  2010
Filed November 19, 2010 Form 10- Q/A for Fiscal Quarter Ended September 30, 2010
Filed December 14, 2010 and March 9, 2011
  File No.  000-53336
 Dear Mr. Weiss :

We have completed our review of your filings and do not have any further comments at
this time.

Sincerely,

Ethan Horowitz
Branch Chief

COVER
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Converted by EDGARwiz

BRAZOS INTERNATIONAL EXPLORATION, INC.

2818 Fort Hamilton Parkway

Brooklyn NY 11218

February 15, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Ethan Horowitz, Branch Chief

Re:

Brazos International Exploration, Inc.

Form 10-K for Fiscal Year Ended March 31, 2010

Filed July 7, 2010

Form 10-K/A for Fiscal Year Ended March 31, 2010

Filed July 16, 2010

Form 10-K/A for Fiscal Year Ended March 31, 2010

Filed July 14, 2010

Form 10-Q for Fiscal Quarter Ended September 30, 2010

Filed November 19, 2010

Form 10-Q/A for Fiscal Quarter Ended September 30, 2010

Filed December 14, 2010

File No. 000-53336

Mr. Horowitz:

The following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated January 4, 2011 (the “Comment Letter”) relating to the Form 10-K for the Fiscal Year ended March 31, 2010 (the “2010 Form 10-K”), the Form 10-K/A for the Fiscal Year ended March 31, 2010 (the “July 2010 10-K/A”), the Form 10-K/A for the Fiscal Year ended March 31, 2010 (the “December 2010 10-K/A”), the Form 10-Q for the Fiscal Quarter ended September 30, 2010 (the “September 2010 10-Q”), and the Form 10-Q/A for the Fiscal Quarter ended September 30, 2010 (the “September 2010 10-Q/A”) of Brazos International Exploration, Inc. (“Brazos” or the "Company").

The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

General

1.

In responding to our comments, please provide a written statement from the company acknowledging that:

·

The company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

·

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Response

The Company hereby acknowledges:

·

The company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The company may not assert staff comments as a defense in any proceeding initiated by the commission or any person under the federal securities laws of the United States.

Form 10-K/A for Fiscal Year Ended March 31, 2010

Item 9A (T): Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

1.

It appears that you removed management’s conclusion regarding the effectiveness of your disclosure controls and procedures from your amended Form 10-K.  Item 307 of Regulation S-K requires disclosure of the conclusions of your principal executive and principal financial officers regarding the effectiveness of your disclosure controls and procedures on a quarterly basis.  Please note that the disclosure requirements of Item 307 of Regulation S-K regarding the effectiveness of disclosure controls and procedures differ from the disclosure requirements of Item 308T of Regulation S-K regarding the effectiveness of internal controls over financial reporting.  Please confirm that you will provide management’s conclusions under both Item 307 and Item 308 of Regulation S-K in future annual reports filed under the Exchange Act.

Response

The draft of the 10-K/A is attached hereto as Exhibit A.  We have addressed both Item 307 and 308 of Regulation S-K in the 10-K/A.

Form 10-Q/A for Fiscal Quarter Ended September 30, 2010

Exhibit 32 – Certifications Pursuant to Section 906 of the Sarbanes –Oxley Act

3. It appears that the Section 906 certifications furnished with your amended Form 10-Q make reference to your “annual report…for the year ending March 31, 2010.”  Please revise to make reference to the periods covered by this filing (i.e., the quarterly period ended September 30, 2010).  Refer to Item 601(32) of Regulation S-K.

Response

We have revised to amend Exhibit 32.1 of the 10-Q/A to provide the correct certification.  A draft of the 10Q/A for September 30, 2010 is attached as Exhibit B.

**********************

Please do not hesitate to contact our attorney, Stephen Fleming, at 516-833-5034 if you have any questions or comments.  Thank you.

Very truly yours,

/s/ Samuel G. Weiss

Samuel G. Weiss, CEO

Exhibit A – 10K/A – March 31, 2010

Exhibit B – 10Q/A – September 30, 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
        January 4, 2011

Mr. Samuel Weiss
Chief Executive Officer, Chairman and President Brazos International Exploration, Inc. 1660 NW 19
th Avenue
Pompano Beach, Florida 33069
 Re: Brazos International Exploration, Inc.
  Form 10-K for Fiscal Year Ended March 31, 2010
Filed July 7, 2010
  Form 10-K/A for Fiscal Year Ended March 31, 2010
Filed July 16, 2010 Form 10-K/A for Fiscal Year Ended March 31, 2010 Filed December 14, 2010 Form 10-Q for Fiscal Quarter Ended September 30, 2010 Filed November 19, 2010 Form 10-Q/A for Fiscal Quarter Ended September 30, 2010 Filed December 14, 2010
  File No. 000-53336

Dear Mr. Weiss:
We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments appl y 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 filing and the information you provide in
response to these comments, we may have additional comments.

Mr. Samuel Weiss
Brazos International Exploration, Inc. January 4, 2011 Page 2

General
 1. In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.
 Form 10-K/A for Fiscal Year Ended March 31, 2010

 Item 9A (T): Controls & Procedures

 Management’s Report on Internal Control over Financial Reporting

 2. It appears that you removed management’s conclusion regarding the effectiveness of
your disclosure controls and procedures from your amended Form 10-K.  Item 307 of Regulation S-K requires disclosure of the conclusions of your principal executive and principal financial officers regarding the effectiveness of your disclosure controls and procedures on a quarterly basis.  Please note that the disclosure requirements of Item 307 of Regulation S-K regarding the effectiveness of disclosure controls and procedures differ from the disclosure requirements of Item 308T of Regulation S-K regarding the
effectiveness of internal controls over financial reporting.  Please confirm that you will provide management’s conclusions under bot h Item 307 and Item 308 of Regulation S-K
in future annual reports filed under the Exchange Act.
 Form 10-Q/A for Fiscal Quarter Ended September 30, 2010

 Exhibit 32 – Certifications Pursuant to Section 906 of The Sarbanes-Oxley Act

 3. It appears that the Section 906 certifications furnished with your amended Form 10-Q
make reference to your “annual report … for the year ending March 31, 2010.”  Please revise to make reference to the periods covered by this filing (i.e., the quarterly period ended September 30, 2010).  Refer to Item 601(32) of Regulation S-K.

Mr. Samuel Weiss
Brazos International Exploration, Inc. January 4, 2011 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange 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 of the disclosures they have made.
You may contact Suying Li at (202) 551-3335 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3311 with any other questions.
         S i n c e r e l y ,
Ethan Horowitz Branch Chief

CORRESP
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Form 10-K/A for Fiscal Year Ended March 31, 2010

                            Brazos International Exploration, Inc.

                            1660 NW Pompano Beach Florida 33069

December 14, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street

Washington D.C. 20549

Re: Brazos International Exploration, Inc.

Attention Suying Li

We are writing in response to your comments dated November 30, 2010

Form 10-K/A for Fiscal Year Ended March 31, 2010

Item 9A (T): Controls & Procedures

1. Management's Report on Internal Control over Financial Reporting

It does not appear that your management has performed its assessment of internal control over financial reporting as of March 31, 2010. Since you were required to file an annual report for or the prior fiscal year, it appears you are required to report on your management's assessment of internal control over financial reporting pursuant to Item )308T of Regulation S-K. Also refer to the guidance at Release 33-8934.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management report on internal control over financial reporting.

We have provided this in our amended 10K/A filed December 14, 2010

Exhibits 31 and 32

2. It does not appear that the appropriate individuals signed the certifications required by Exchange Act Rule 13a-14(a) or 15(1-14(a.) and Exchange Act Rule 13a-,4(b) or 15d-14(b), Please note that these certifications must be signed by your principal executive

officer and principal financial officer as of the filing date. Please revise. Refer to Item

601(B)(31) and Item 601 (B)(32) of Regulation S-K.

This comment also applies to the certifications filed with your Form 10-Q for the quarterly period ended September 30, 2010.

We have provided all certifications with respect our Amended 10-K and our Amended 10 -Q and are signed by the appropriate officers of the company.

Form 10-Q For Fiscal Quarter Ended September 30, 2010

Item 4T:  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

3. It appears you have provided management's conclusion regarding the effectiveness of your disclosure controls and procedures as of September 30, 2008. Please revise to provide management's conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by this report (i.e. September 30, 2010).

We have revised this section to reflect the proper date being September 30, 2010

Yours truly,

/s/ Samuel Weiss

Samuel Weiss

President , CEO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
        November 30, 2010

Mr. Samuel Weiss
Chief Executive Officer, Chairman and President Brazos International Exploration, Inc. 1660 NW 19
th Avenue
Pompano Beach, Florida 33069
 Re: Brazos International Exploration, Inc.
  Form 10-K for Fiscal Year Ended March 31, 2010
Filed July 7, 2010
  Form 10-K/A for Fiscal Year Ended March 31, 2010
Filed July 16, 2010 Form 10-Q for Fiscal Quarter Ended September 30, 2010 Filed November 19, 2010
  File No. 000-53336

Dear Mr. Weiss:
We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments appl y 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 filing and the information you provide in
response to these comments, we may have additional comments.

Mr. Samuel Weiss
Brazos International Exploration, Inc.
November 30, 2010 Page 2

Form 10-K/A for Fiscal Year Ended March 31, 2010
 Item 9A (T): Controls & Procedures

 Management’s Report on Internal Control over Financial Reporting

 1. It does not appear that your management has performed its assessment of internal control over financial reporting as of March 31, 2010.  Since you were required to file an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting pursuant to Item 308T of Regulation S-K.  Also refer to the guidance at Release 33-8934, which may be
found at http://www.sec.gov/rules/final/2008/33-8934.pdf
.  If your management has not
yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's report on internal control over financial reporting.
 Exhibits 31 and 32

2. It does not appear that the appropriate individuals signed the certifications required by Exchange Act Rule 13a-14(a) or 15d-14(a) and Exchange Act Rule 13a-14(b) or 15d-14(b).  Please note that these certifications must be signed by your principal executive officer and principal financial officer as of th e filing date.  Please revise.  Refer to Item
601(B)(31) and Item 601(B)(32) of Regulation S-K.    This comment also applies to the certifications filed with your Form 10-Q for the quarterly period ended September 30, 2010.
Form 10-Q for Fiscal Quarter Ended September 30, 2010

 Item 4T: Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 3. It appears you have provided management’s conclusion regarding the effectiveness of your disclosure controls and procedures as of September 30, 2008.  Please revise to provide management’s conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by this report (i.e., September 30, 2010).   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are

Mr. Samuel Weiss
Brazos International Exploration, Inc. November 30, 2010 Page 3

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.
 In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.   You may contact Suying Li at (202) 551-3335 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3311 with any other questions.
         S i n c e r e l y ,
Ethan Horowitz Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        September 10, 2009
  Via U.S. Mail and Facsimile (646) 415-9093

Mr. David J. Keating President Brazos International Exploration, Inc. 2819 Fort Hamilton Parkway Brooklyn, NY 11218
Re:  Brazos International Exploration, Inc.
  Item 4.01 Form 8-K
Filed August 6, 2009 Item 4.01 Form 8-K/A Filed September 4, 2009
  File No. 0-53336

Dear Mr. Keating:       We have completed our review of your Form 8-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                         /s/ Chris White                  C h r i s  W h i t e          B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549-4628

       DIVISION OF
CORPORATION FINANCE

   September 2, 2009  Via U.S. Mail and Facsimile (646) 415-9093

Mr. David J. Keating President Brazos International Exploration, Inc. 2819 Fort Hamilton Parkway Brooklyn, NY 11218
Re:  Brazos International Exploration, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2009
  Filed July 15, 2009
  Item 4.01 Form 8-K
Filed August 6, 2009
  File No. 0-53336

Dear Mr. Keating:       Your most recent Form 10-K includes financial statements audited by Moore and Associates Chartered (“Moore”).  On A ugust 27, 2009, the Public Company Accounting
Oversight Board ("PCAOB") revoked the registra tion of Moore because of violations of
PCAOB rules and auditing standards in audi ting the financial statements, PCAOB rules
and quality controls standard s, and Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 thereunder, and noncooperation with a Board investigation.  You can find
a copy of the order at: http://www.pcaobus.org/Enforcement/Disci plinary_Proceedings /2009/08-27_Moore.pdf

  As Moore is no longer registered with  the PCAOB, you may not include Moore’s
audit reports or consents in  your filings with the Commi ssion made on or after August 27,
2009.  If Moore audited a year that you are re quired to include in your filings with the
Commission, then you should engage a firm that  is registered with the PCAOB to re-
audit that year.    Please amend your Item 4.01 Form 8-K, filed August 6, 2009, to  disclose that the
PCAOB revoked the registration of Moore on August 27, 2009 because of violations of
PCAOB rules and auditing standards in audi ting the financial statements, PCAOB rules
and quality controls standard s, and Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 thereunder, and noncoope ration with a Board investigation.

Mr. David J. Keating
Brazos International Exploration, Inc. September 2, 2009 Page 2
If you are unable to obtain an Exhibit 16 letter from Moore at the time you file
your Form 8-K – or an amended Exhibit 16 letter for an amended Form 8-K – please
disclose this fact in the Form 8-K.

Once you explain Moore’s registration revoc ation in an Item 4.01 Form 8-K, you
do not need to repeat this disclo sure in your next Form 10-K.
  Any amendment to Form 8-K should be file d within four business days of receipt
of this letter.  Please advise us as to ho w you intend to address any re-audit requirements
no later than September 11, 2009.  If you have  any questions, I can be reached at 202-
551-3461.
Sincerely,
          / s /  C h r i s  W h i t e           C h r i s  W h i t e
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

EXHIBIT 23

BRAZOS INTERNATIONAL EXPLORATION, INC.

  2818 FORT HAMILTON PARKWAY, BROOKLYN, NY
                                       11218

June 25, 2008

VIA FACSIMILE AND EDGAR

Mark P. Shuman, Branch Chief - Legal

Division of
Corporation Finance

Securities and
Exchange Commission

100 F Street,
N.E.

Washington, D.C.
20549

Re:

Brazos
International Exploration Inc.

Registration
Statement on Form S-1

                          File
No. 333-151346

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as
amended (the “Act”), Brazos International
Exploration, Inc. (the “Company”) respectfully requests that the
effective date of the registration statement referred to above be accelerated so
that it will become effective at 4:00 p.m., Eastern Time, on Monday June 30,
2008, or as soon thereafter as possible.

We hereby acknowledge the following:

·

that should the Commission 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 authority, 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.

                                                                               Brazos International Exploration Inc.

By: /s/ David
Keating

Name: David
Keating

Chief Executive Officer & President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

June 12, 2008
 David Keating, Chief Executive Officer Brazos International Exploration, Inc. 2818 Fort Hamilton Parkway Brooklyn, NY 11218
Re: Brazos International Exploration
  Registration Statement on Form S-1
Filed June 2, 2008
  File No. 333-151346

Dear Mr. Keating:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David Keating
Brazos International Exploration, Inc.
June 12, 2008 Page 2  Form S-1 filed June 2, 2008

 Front Cover Page

 1. Please update the front cover page of the Form S-1 to conform to the most updated version of the form.  We note that  the form was recently modified to
include a check box to identify the company’s reporting status.

Directors, Executive Officers, Promoters and Control Persons, page 12

2. Please revise to provide more succinc tly the information required by Item
401(e)(1) of Regulation S-K.  Specificall y, rather than desc ribe in detail the
positions of the directors or officers, for each position, identify the employer and
the director’s or officer’s  position at such employer, and disclose the period
during which the officer or di rector offered services to such employer.  Also, note
that the discussion of business experience is only required to cover the last five
years.
 Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:  ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

David Keating
Brazos International Exploration, Inc. June 12, 2008 Page 3  ‚ the action of the Commission or the staff, acting pursuant to delegated authority, 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 a nd 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Kristopher Natoli at ( 202) 551-3650, Carmen Moncada-Terry at
(202) 551-3687, or, in their absence, th e undersigned at (202) 551-3745 with any
questions.

     S i n c e r e l y ,         H. Roger Schwall      A s s i s t a n t  D i r e c t o r
cc: Joseph Emas