SecProbe.io

CORRESP
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 filename1.htm

 VIA EDGAR Correspondence

 November 19, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.
Washington, D.C. 20549

 Attention:	 Jan Woo , Legal Branch Chief

 Dear Sirs/Mesdames:

 Re:

 FingerMotion, Inc. (the “Company”)

 Registration Statement on Form S-3 filed
November 14, 2025
File No. 333-291523

 Acceleration Request for Registration Statement

 FingerMotion, Inc., as the registrant of the
above-captioned registration statement, hereby respectfully requests of the United States Securities and Exchange Commission (the “ Commission ”)
that the registration statement be permitted to become effective at 4:15 p.m., Washington, D.C. time, on November 21, 2025, or as soon
thereafter as is practicable. Please advise our counsel, Michael Shannon of McMillan LLP, at telephone direct: (604) 893-7638 or email:
Michael.shannon@mcmillan.ca; of any questions you may have respecting this request.

 Yours very truly,

 FINGERMOTION, INC.

 Per:	 /s/ Martin Shen ______

 Name:	Martin Shen

 Title:	Chief Executive Officer

 (Principal Executive Officer)

United States securities and exchange commission logo
October 10, 2023
Martin Shen
Chief Executive Officer
FingerMotion, Inc.
111 Somerset Road
Level 3, Singapore 238164
Re:FingerMotion, Inc.
Form 10-K for the Fiscal Year Ended February 28, 2023
File No. 001-41187
Dear Martin Shen:
            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
Disclosure Review Program
cc:       Michael Shannon

CORRESP
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    Reply to the Attention of
    Michael Shannon

    Direct Line
    (604) 893-7638

    Direct Fax
    (604) 685-7084

    Email Address
    michael.shannon@mcmillan.ca

    Our File No.
    299657

    Date
    September 26, 2023

Via EDGAR Correspondence

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States of America

 Attention: Division of Corporation Finance

Disclosure Review Program

Dear Sirs/Mesdames:

 Re: FingerMotion, Inc.

Form 10-K for the Fiscal Year Ended February 28, 2023

SEC File No. 001-41187

We are counsel for and
write on behalf of FingerMotion, Inc. (the “Company”) in response to the Staff’s letter of September 12, 2023
(the “Second Comment Letter”) with respect to the Company’s response letter of August 28, 2023 to the Staff’s
initial letter of August 17, 2023 in relation to the Company’s annual report on Form 10-K for the fiscal year ended February 28,
2023, as originally filed with the United States Securities and Exchange Commission (the “Commission”) on May 30, 2023.

On behalf of the Company,
we provide below the Company’s item-by-item responses to the comments made in the Second Comment Letter. We confirm that the factual
information provided herein relating to the Company has been made available to us by the Company. We also confirm that paragraph numbering
used for each response hereinbelow corresponds to the paragraph numbering used in the Second Comment Letter.

    McMillan
    LLP ½ Royal Centre, 1055
    W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t
    604.689.9111 ½ f 604.685.7084

    Lawyers
    ½ Patent & Trade-mark
    Agents ½ Avocats ½
    Agents de brevets et de marques de commerce

    Vancouver
    ½ Calgary ½
    Toronto ½ Ottawa
    ½ Montréal ½
    Hong Kong ½ mcmillan.ca

  September 26, 2023

Page 2

Commission Comment:

Form 10-K for the Fiscal Year Ended February
28, 2023

Item 9C. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections, page 53

 1. We note your statement that you reviewed your stockholder register and certain public filings in connection
with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or
third party certifications such as affidavits as the basis for your submission.

Company Response:

We confirm, on behalf
of the Company, that in addition to reviewing the stockholder register and certain public filings, the Company prepared a questionnaire
for each director, officer and more than 5% beneficial owner of the Company to complete with respect to whether (i) the person is a representative
of any government entity in the People’s Republic of China (“PRC”) or Hong Kong, (ii) any directors, officers, managers
or controlling equity owners of the person are a representative of any government entity in the PRC or Hong Kong, (iii) the person is
an official of the Chinese Communist Party, (iv) any directors, officers, managers or controlling equity owners of the person are an official
of the Communist Chinese Party, (v) the person has any current or prior membership on, or affiliations with, committees of the Chinese
Communist Party, and (vi) any directors, officers, managers or controlling equity owners of the person have any current or prior membership
on, or affiliations with, committees of the Chinese Communist Party. All of the responses to the questionnaires indicated that no person
is a representative of any government entity in the PRC or Hong Kong, no person is an official of the Chinese Communist Party and no person
has any current or prior membership on, or affiliates with, committees of the Chinese Communist Party.

In addition, the Company
had its outside PRC legal counsel conduct searches on public search engines in the PRC, searches in Chinese business registration platforms,
and on the database of Thomson Reuters to search politically exposed persons, with respect to the more than 5% beneficial owners. Based
on these searches, the Company’s outside PRC legal counsel did not find any connection or results that would indicate that any more
than 5% beneficial owner of the Company is a representative of any government entity in the PRC or Hong Kong, or an official of the Chinese
Communist Party.

We confirm, on behalf
of the Company, that the Company did not rely upon any legal opinions or third party affidavits as the basis for its submission.

Commission Comment:

In order to clarify the scope of your review, please supplementally describe the
steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are
officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you
have relied upon third party certifications such as affidavits as the basis for your disclosure.

Company Response:

Please see the Company’s
response to Commission Comment #1 above.

  September 26, 2023

Page 3

On behalf of the Company,
we sincerely hope and trust that each of the foregoing is clear and satisfactory in this matter and truly responsive to the Commission’s
Second Comment Letter, which the Company has found helpful; however, should the Commission have any further comments or questions arising
from any of the same please do not hesitate to contact the writer at (604) 893-7638.

Yours truly,

/s/ Michael Shannon

Michael Shannon*

Partner

for McMillan LLP

cc:	Martin Shen

	Chief Executive Officer

	FingerMotion, Inc.

* Law Corporation

United States securities and exchange commission logo
September 12, 2023
Martin Shen
Chief Executive Officer
FingerMotion, Inc.
111 Somerset Road
Level 3, Singapore 238164
Re:FingerMotion, Inc.
Form 10-K for the Fiscal Year Ended February 28, 2023
File No. 001-41187
Dear Martin Shen:
            We have reviewed your August 28, 2023 response to our comment letter 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 28, 2023 letter.
Form 10-K for the Fiscal Year Ended February 28, 2023
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53
1.We note your statement that you reviewed your stockholder register and certain public
filings in connection with your required submission under paragraph (a). Please
supplementally describe any additional materials that were reviewed and tell us whether
you relied upon any legal opinions or third party certifications such as affidavits as the
basis for your submission.
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party

 FirstName LastNameMartin Shen
 Comapany NameFingerMotion, Inc.
 September 12, 2023 Page 2
 FirstName LastName
Martin Shen
FingerMotion, Inc.
September 12, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
            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 Austin Pattan, at (202) 551-6756 or Andrew Mew, at (202) 551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Michael Shannon

CORRESP
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    Reply to the Attention of
    Michael Shannon

    Direct Line
    (604) 893-7638

    Direct Fax
    (604) 685-7084

    Email Address
    michael.shannon@mcmillan.ca

    Our File No.
    299657

    Date
    August 28, 2022

Via EDGAR Correspondence

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States of America

 Attention: Division of Corporation Finance

Disclosure Review Program

Dear Sirs/Mesdames:

 Re: FingerMotion, Inc.

Form 10-K for the Fiscal Year Ended February 28, 2023

Filed May 30, 2023

SEC File No. 001-41187

We are counsel for and
write on behalf of FingerMotion, Inc. (the “Company”) in response to the Staff’s letter of August 17, 2023 (the
“Comment Letter”) with respect to the Company’s annual report on Form 10-K for the fiscal year ended February
28, 2023, as originally filed with the United States Securities and Exchange Commission (the “Commission”) on May 30,
2023 (the “Annual Report”).

The Comment Letter states
in material part as follows:

Form 10-K for the Fiscal Year Ended
December 31, 2022

Item 9C. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections, page 53

 1. We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section
104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on
your financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in
a foreign jurisdiction (or in Hong Kong in your case) and that the Public Company Accounting Oversight Board had determined it is unable
to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. Please provide the

    McMillan
    LLP ½ Royal Centre, 1055
    W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t
    604.689.9111 ½ f 604.685.7084

    Lawyers
    ½ Patent & Trade-mark
    Agents ½ Avocats ½
    Agents de brevets et de marques de commerce

    Vancouver
    ½ Calgary ½
    Toronto ½ Ottawa
    ½ Montréal ½
    Hong Kong ½ mcmillan.ca

August 28, 2023
Page 2

documentation required by Item 9C(a) of
Form 10-K in the EDGAR submission form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so. Refer to the Staff
Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at
https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

On behalf of the Company,
we confirm that the Company has supplementally submitted to the Commission, in EDGAR submission form “SPDSCL-HFCAA-GOV”, its
letter setting forth the information required by Item 9C(a) of Form 10-K, in relation to the Annual Report. We note that the Company’s
most recent fiscal year ended on February 28, 2023 (not December 31, 2022, as indicated in the Comment Letter).

Should the Commission have
any further comments or questions arising from any of the above response, please do not hesitate to contact the writer at (604) 893-7638.

Yours truly,

/s/ Michael Shannon

Michael Shannon

Partner

for McMillan LLP

cc:	Martin Shen

	Chief Executive Officer

	FingerMotion, Inc.

United States securities and exchange commission logo
August 17, 2023
Martin Shen
Chief Executive Officer
FingerMotion, Inc.
111 Somerset Road
Level 3, Singapore 238164
Re:FingerMotion, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-41187
Dear Martin Shen:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 9C of Form 10-K 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53
1.We note that during your fiscal year 2022 you were identified by the Commission
pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 10-K, a registered public accounting firm that has a
branch or office that is located in a foreign jurisdiction (or in Hong Kong in your case)
and that the Public Company Accounting Oversight Board had determined it is unable to
inspect or investigate completely because of a position taken by an authority in the foreign
jurisdiction. Please provide the documentation required by Item 9C(a) of Form 10-K in
the EDGAR submission form “SPDSCL-HFCAA-GOV” or tell us why you are not
required to do so. Refer to the Staff Statement on the Holding Foreign Companies
Accountable Act and the Consolidated Appropriations Act, 2023, available on our website
at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.
            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

 FirstName LastNameMartin Shen
 Comapany NameFingerMotion, Inc.
 August 17, 2023 Page 2
 FirstName LastName
Martin Shen
FingerMotion, Inc.
August 17, 2023
Page 2
action by the staff.
             Please contact Austin Pattan at (202) 551-6756 or Andrew Mew at (202) 551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Michael Shannon

CORRESP
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    EMAIL:
        SFeldman@olshanlaw.com

        DIRECT
        DIAL: 212.451.2234

June 24, 2014

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Sandra B. Hunter, Esq., Staff Attorney

	Division of Corporation Finance

 Re: Property Management Corporation of America

Registration Statement on Form S-1 (No. 333-196503)

Ladies and Gentlemen:

On behalf of Property Management Corporation
of America (PMCA), we enclose PMCA’s request for acceleration of the above-referenced Registration Statement to 9:30 a.m.,
Eastern time, on Thursday, June 26, 2014, or as soon as possible thereafter, and acknowledgement of the statements contained in the
Commission’s letters to PMCA.

Please advise the undersigned of the effectiveness
of the Registration Statement.

    Very truly yours,

        /s/ Spencer G. Feldman

    Spencer G. Feldman

 cc: Mr. Michael T. Brigante

Chief Financial Officer

PROPERTY MANAGEMENT CORPORATION OF AMERICA

4174 Old Stockyard Road, Suite F

Marshall, Virginia 20115

June 24, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Sandra B. Hunter, Esq., Staff Attorney

	Division of Corporation Finance

 Re: Property Management Corporation of America

Registration Statement on Form S-1 (No. 333-196503)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, Property Management Corporation of America (PMCA) hereby requests that the effectiveness of the above-referenced
Registration Statement be accelerated so that it will become effective at 9:30 a.m., Eastern time, on Thursday, June 26, 2014,
or as soon as possible thereafter.

In connection with PMCA’s request
for acceleration of the effective date of the Registration Statement, PMCA acknowledges:

 · 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 PMCA from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · PMCA 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.

    Very truly yours,

    PROPERTY MANAGEMENT CORPORATION OF AMERICA

    By:

        /s/ Michael T. Brigante

    Michael T. Brigante

    Chief Financial Officer

CORRESP
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    EMAIL:
        SFeldman@olshanlaw.com

        DIRECT
        DIAL: 212.451.2234

June 19, 2014

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Sandra B. Hunter, Esq., Staff Attorney

	Division of Corporation Finance

 Re: Property Management Corporation of America (PMCA)

Registration Statement on Form S-1 (No. 333-196503)

Ladies and Gentlemen:

This letter will serve to withdraw the request
for acceleration made yesterday by our client PMCA.

Inasmuch as there must be at least 21 days
from the date the registration statement and confidential submissions are publicly filed to the anticipated date of effectiveness
of the registration statement, PMCA intends to seek acceleration of effectiveness of its registration statement at 9:30 a.m. on
Thursday, June 26, 2014, and will re-submit its request early next week.

Thank you for your assistance.

    Very truly yours,

        /s/ Spencer G. Feldman

    Spencer G. Feldman

 cc: Mr. Michael T. Brigante

Chief Financial Officer

CORRESP
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    EMAIL:
        SFeldman@olshanlaw.com

        DIRECT
        DIAL: 212.451.2234

June 18, 2014

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Sandra B. Hunter, Esq., Staff Attorney

	Division of Corporation Finance

 Re: Property Management Corporation of America

Registration Statement on Form S-1 (No. 333-196503)

Ladies and Gentlemen:

On behalf of Property Management Corporation
of America (PMCA), we enclose PMCA’s request for acceleration of the above-referenced Registration Statement to 3:00 p.m.,
Eastern time, on Friday, June 20, 2014, or as soon as possible thereafter, and acknowledgement of the statements contained in the
Commission’s letters to PMCA.

Please advise the undersigned of the effectiveness
of the Registration Statement.

    Very truly yours,

        /s/ Spencer G. Feldman

    Spencer G. Feldman

 cc: Mr. Michael T. Brigante

Chief Financial Officer

PROPERTY MANAGEMENT CORPORATION OF AMERICA

4174 Old Stockyard Road, Suite F

Marshall, Virginia 20115

June 18, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Sandra B. Hunter, Esq., Staff Attorney

	Division of Corporation Finance

 Re: Property Management Corporation of America

Registration Statement on Form S-1 (No. 333-196503)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, Property Management Corporation of America (PMCA) hereby requests that the effectiveness of the above-referenced
Registration Statement be accelerated so that it will become effective at 3:00 p.m., Eastern time, on Friday, June 20, 2014,
or as soon as possible thereafter.

In connection with PMCA’s request
for acceleration of the effective date of the Registration Statement, PMCA acknowledges:

 · 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 PMCA from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · PMCA 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.

    Very truly yours,

    PROPERTY MANAGEMENT CORPORATION OF AMERICA

    By:

        /s/ Michael T. Brigante

    Michael T. Brigante

    Chief Financial Officer

June 2 , 2014

Via E -mail
Michael Brigante
Chief Financial Officer
Property Management Corporation of America
4174 Old Stockyard Road, Suite F
Marshall, VA  20115

Re: Property Management Corporation of America
 Amendment No. 1 to Confidential Draft Registration Sta tement on Form S -1
 Submitted May 8, 2014
 CIK No. 0001602409

Dear Mr. Brigante :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information s o we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statemen t or filed registration statement,  we may have  additional
comments.

General

1. We note your response to comment 3 of our letter dated April 9, 2014.   We have referred
your analysis to the Division of Trading and Markets, and we may have further comment.

Our Customers, page 22

2. We note your response to comment 11 of our letter dated April 9, 2014 and the form of
management services agreement. We also note you indicate that you have management
services agreements with two customers. We continue to believe t hat you should file
these agreements as exhibits or tell us why you are not required to do so.
Please refer to Item 601(b)(10) of Regulation S -K.

Michael Brigante
Property Management Corporation of America
June 2 , 2014
Page 2

 Employees, page 23

3. We note your response to comment 12 of our letter dated April 9, 2014 in which you
have revised your disclosure on page 26 to indicate that C. Thomas McMillen and
Michael T. Brigante have each agreed to devote approximately 50% of their working
time to your company.  We continue to note your disclosure on page 23 that you employ
your two exec utive officers on a full -time basis.  Please revise to reconcile or explain.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guida nce we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordan ce with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, pl ease properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856  or Jennifer
Monick, S taff Accountant,  at (202) 551 -3295  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
cc: Spencer Feldman
 Olshan Frome Wolosky LLP
 Via E -mail

April 9, 2014

Via E -mail
Michael Brigante
Chief Financial Officer
Property Management Corporation of America
4174 Old Stockyard Road, Suite F
Marshall, VA  20115

Re: Property Management Corporation of America
 Confidential Draft Registration Sta tement on Form S -1
 Submitted March 14, 2014
 CIK No. 0001602409

Dear Mr. Brigante :

We have reviewed your draft 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
unde rstand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registrat ion statement,  we may have  additional
comments.
General
1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please supplementally  provide us with copies of all
written communications, as defined in Rule 405 under the Securities Act, that you , or
anyone authorized to do so on your behalf , present to potential investors in reliance on
Section 5(d) of the Securities Act, whether or not they retain copies of the
communications.   Similarly, please supplementally provide us with any research reports
about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups
Act by any broker or dealer that is participating or will participate in your offering.

Michael Brigante
Property Management Corporation of America
April 9, 2014
Page 2

 2. Please provide us with copies  of any graphics, maps, photographs, and r elated captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

3. We not e your disclosure on page 32 that C. Thomas McMillen and Michael T. Brigante
meet each of the conditions listed to conduct this offering as set forth in Rule 3a4 -1. We
also note your disclosure on page 24 that, since May  2013, Mr. McMillen has served on
the board of RCS Capital, a holding company engaged in the wholesale broker -dealer,
investment banking and capital markets business.  Please provide a detailed legal analysis
explaining how each of your executive officers meets each of the conditions set fo rth in
Rule 3a4 -1.

Prospectus Summary, page 1

4. Please revise your summary to balance your disclosure with an overview of the most
significant risks relating to your business and this offering.  For example only, please
describe briefly your auditor’s opin ion that there is substantial doubt about your ability to
continue as a going concern.  Please also revise to disclose your cumulative net loss.

5. We note your disclosure that Mr. McMillen and Mr. Brigante have ownership interests in
the two properties that  you currently manage.  Please revise your disclosure to clarify the
ownership interests that Mr. McMillen and Mr. Brigante have in these properties and
briefly describe these two properties.

Risk Factors, page 5

“We are an “emerging growth company” under the JOBS Act of 2012…,” page 10

6. We note your disclosure in this risk factor that you have elected to use the extended
transition period for complying with new or revised accounting standards under Section
102(b)(1).  Please revise this risk factor t o state that, as a result of this election, your
financial statements may not be comparable to companies that comply with public
company effective dates.  Please include a similar statement in your critical accounting
policy disclosures.

Use of Proceeds, page 13

7. Please revise your disclosure under this heading to describe what expenses are included
under “Working Capital” and to provide greater details as to the approximate amount
intended to be used for each such purpose.  Please refer to Item 504 of Reg ulation S -K.

Michael Brigante
Property Management Corporation of America
April 9, 2014
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
17

Liquidity and Capital Resourc es, page 18

8. Given your auditor’s going concern and your disclosure that you will need to raise
additional capital to carry out your business plan, please revise your disclosure to be
more specific concerning the sources of your liquidity for the next 12 months.  Please
revise to disclose an estimate of the amount of capital required to carry out your business
plan, ho w you intend to raise this additional capital and when you intend to raise it.  If
you plan to issue additional equity, you should disclose your plans to do so.  If you plan
to incur debt obligations, you should disclose whether you have identified any pot ential
lenders.

Business, page 21

9. Please expand to discuss in greater detail your company’s plan of operations for the next
12 months and whether your company has sufficient funds to support operations for the
next 12 months.  Please provide details of y our specific plan of operations, including
detailed milestones, the anticipated time frame for beginning and completing each
milestone, the estimated expenses associated with each milestone and the expected
sources of such funding.  Please explain how the company intends to meet each of the
milestones if it cannot receive funding.

10. We note your disclosure on page 21 that you expect to sign management services
agreements with other residential and commercial property owners over the next several
months.  P lease tell us the basis for your statement and revise your disclosure, as
appropriate.  For example, please tell us if you have already located property owners or if
you are currently engaged in discussions with property owners with which you expect
sign m anagement services agreements.

Our Customers, page 22

11. We note you indicate that you have management services agreements with two
customers.  Please refer to Item 601(b)(10) and file these agreements as exhibits or tell us
why you are not required to do so.

Employees, page 23

12. We note your disclosure that your executive officers are employed on a full -time basis.
We further note your disclosure on page 24 that Mr. McMillen is currently employed in
varying capacities with Washington Capital Advisors LLC,  RCS Capital and Fortress
America Acquisition Corp.  Please revise to disclose the number of hours per week that
Mr. McMillen will devote to Property Management Corporation of America.  Please also

Michael Brigante
Property Management Corporation of America
April 9, 2014
Page 4

 revise your risk factor section to disclose any conflicts that may arise as a result of
employment with several entities, as appropriate.

Management, page 24

13. Please expand your disclosure to provide the date when Mr. McMillen commenced
employment with Washington Capital Advisors LLC and the date Mr. Brigante
commenced employment with Somerset Capital Advisors.  Please refer to Item 401(e) of
Regulation S -K.

14. We note your disclosure that Mr. McMillen brings in -depth real estate industry
knowledge.  Please expand your disclosure , here or elsewhere as appropriate,  to describe
Mr. McMillen’s experience in the real estate industry.

15. We note your disclosure that prior to his position with Complete Wellness Centers, Mr.
Brigante served in a variety of senior financial positions with public and private
companies.  Please  revise to describe the senior financial positions and identify the public
and private companies with which Mr. Brigante was employed.

Legal Proceedings, page 25

16. We note your disclosure under this heading that no officer or director has been involved
in any bankruptcy petition filed against any business of which such person was an
executive officer at the time of bankruptcy or within two years prior to that time.  We
further note your disclosure on page 24 that Mr. McMillen was Chairman and Co -Chief
Execu tive of Secure America Acquisition Corporation (now Ultimate Escapes, Inc.) from
October 2007 to October 2009 and then a director and Vice Chairman when the company
filed for Chapter 11 bankruptcy protection in September 2010.  Please refer to Item
401(f) of Regulation S -K and revise your disclosure accordingly.

Certain Relationships and Related Party Transactions, page 30

17. We no te your disclosure on page 14 that Mr. McMillen and Mr. Brigante  received
9,000,000 shares of common stock valued at a price of $0.0001 per share, or $900 in
total.  Please revise to disclose under this heading.  Please also revise to disclose how the
purchase price of $0.0001 per share was determined.

Part II.  Infor mation Not Required in Prospectus, page II -1

Item 16. Exhibits and Financial Statement Schedules, page II -2

18. Please file all required exhibits as promptly as possible.  In addition, we note the exhibit
list includes “form of” agreements.  Please advise us  if you do not intend on filing final,
executed agreements prior to effectiveness of the registration statement.

Michael Brigante
Property Management Corporation of America
April 9, 2014
Page 5

19. Please refer to Item 601 of Regulation S -K and file your Certificate of Incorporation as
well as an executed copy of the Secured Promissory No te from Property Management
Corporation of America to C. Thomas McMillen.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing revie w correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspond ence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Shannon Sobotka, Staff Accountant, at (202) 55 1-3856  or Jennifer
Monick, Staff Accountant,  at (202) 551 -3295  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3401  with any ot her questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
cc: Spencer Feldman
 Olshan Frome Wolosky LLP
 Via E -mail