SecProbe.io

CORRESP
 1
 filename1.htm

 GREEN RAIN ENERGY HOLDINGS, INC.

 8549 Wilshire Blvd., Suite 1216

 Beverly Hills, CA 90211

 August 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Green Rain Energy Holdings, Inc.
 Request for Qualification

 Offering Statement on Form 1-A

 File No. 024-12568

 Ladies and Gentlemen:

 Green Rain Energy Holdings, Inc., a Wyoming corporation,
respectfully requests that the Securities and Exchange Commission issue a qualification order with regard to the Offering Statement on
Form 1-A (File No. 024-12568), as amended, pursuant to Rule 252(g) of the Securities Act of 1933, as amended, for the qualification to
be issued as of 5:00 p.m., Eastern time on August 15, 2025, or as soon as practicable thereafter.

 Very truly yours,

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 Title:
 President and Chief Executive Officer

CORRESP
 1
 filename1.htm

 August 8, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re: Green Rain Energy Holdings, Inc.

 Amendment No. 11 to Offering Statement on Form
 1-A

 Filed July 23, 2025

 File No. 024-12568

 To Whom It May Concern:

 Green Rain
Energy Holdings, Inc. (the "Company" or "we") hereby transmits its response to the comment letter received from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission, dated August 6, 2025 regarding the Company's
Amendments No. 8 to its Offering Statement on Form 1-A filed on July 23, 2025 (the " Offering Statement "). For the Staff's
convenience, we have repeated below the Staff's comments and have followed each comment with the Company's response.

 Additionally,
please note that on August 8, 2025, the Company filed Amendment No. 12 to the Offering Statement to address the comments of the Staff.

 Amendments No. 11 to Offering Statement
on Form 1-A

 Statement of Stockholders' Equity,
Unaudited, page F-5

 1. We note your response to Comment 3. Please revise to
only present statements of stockholders' equity for the fiscal years ended December 31, 2023 and 2024.

 Response: The Company acknowledges the Staff's
comment and has revised the statements of stockholders equity to comply with fiscal years ended December 31, 2023 and 2024.

 Earnings (Net Loss) Per Share Calculations, page F-6

 2. We note your response to prior comment 4. Please
revise to also present the calculation of loss per share for the fiscal year ended December 31, 2023.

 Response: The Company acknowledges the Staff's
comment and has revised the calculation of loss per share to include fiscal year ended December 31, 2023.

   1

 Notes to Unaudited Financial Statements

 Note 2. Summary of Significant Accounting Practices,
page F-8

 3. Please restore the accounting policy disclosures for property,
plant, and equipment; fair value; and convertible notes that were included in your prior amendment.

 Response: The Company acknowledges the Staff's
comment and has restored the accounting policy for property, plant, and equipment; fair value; and convertible notes that were included
in our prior amendment.

 Green Rain Energy Holdings
Inc. (the "Company") respectfully requests that the above-referenced Offering Statement on Form 1-A be declared qualified
by the Securities and Exchange Commission, effective at 3:00PM Eastern Time on Tuesday, August 12, 2025, or as soon thereafter as is practicable.

 Please be advised that the
State of Colorado is prepared to qualify or register the offering, more particularly we are in receipt of the written communication from
the Department of Regulatory Agencies Division of Securities of the State of Colorado, that the offering is "Effective or Cleared
for Sale" in the State of Colorado. The effective date is March 25, 2025 and the File# is 2025-23-754.

 We thank the Staff for its
review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel at pcampitiello@lucbro.com
or by telephone at (732) 395-4517.

 Very truly yours,

 GREEN RAIN ENERGY HOLDINGS, INC/

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 Title:
 Chief Executive Officer

   2

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<TEXT>
 August 6, 2025

Alfredo Papadakis
Chief Executive Officer
Green Rain Energy Holdings Inc.
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: Green Rain Energy Holdings Inc.
 Amendment No. 11 to Offering Statement on Form 1-A
 Filed July 23, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our July 18,
2025 letter.

Amendment No. 11 to Offering Statement on Form 1-A
Statement of Stockholders' Equity, Unaudited, page F-5

1. We note your response to prior comment 3. Please revise to only present
statements of
 stockholders equity for the fiscal years ended December 31, 2023 and
2024.
Earnings (Net Loss) Per Share Calculations, page F-6

2. We note your response to prior comment 4. Please revise to also present
the
 calculation of loss per share for the fiscal year ended December 31,
2023.
Notes to Unaudited Financial Statements
Note 2. Summary of Significant Accounting Practices, page F-8

3. Please restore the accounting policy disclosures for property, plant,
and equipment;
 August 6, 2025
Page 2

 fair value; and convertible notes that were included in your prior
amendment.
 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 GREEN RAIN ENERGY
HOLDINGS INC.

 July 23, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re: Green Rain Energy Holdings, Inc.

 Amendment No. 9 to Offering Statement
on Form 1-A

 Filed July 3, 2025

 Amendment No. 10 to Offering Statement
on Form 1-A

 Filed July 10, 2025

 File No. 024-12568

 To Whom It May Concern:

 Green Rain
Energy Holdings, Inc. (the "Company" or "we") hereby transmits its response to the comment letter received from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission, dated July 18, 2025 regarding the Company's
Amendments No. 8 to its Offering Statement on Form 1-A filed on July 3, 2025 (the " Offering Statement "). For the Staff's
convenience, we have repeated below the Staff's comments and have followed each comment with the Company's response.

 Additionally,
please note that on July 23, 2025, the Company filed Amendment No. 10 to the Offering Statement to further address the comments of the
Staff.

 Amendments No. 9 to Offering Statement
on Form 1-A

 Description of Indebtedness, page
54

 1. We note your revised disclosures in response to comment 1, and note that some of the loans you have
indicated are not in default have maturity dates that are in the past, as your disclosures on pages 54 and 55 show that such debt have
maturity dates beginning on April 1, 2025. Please update your disclosure
to clarify the aggregate amounts of promissory notes that are in default and not in default as of June 30, 2025.

 Response: The Company acknowledges the Staff's
comment and has revised the disclosures on pages 54 and 55 of the Offering Statement to clarify the status of its outstanding convertible
promissory notes as of June 30, 2025. Specifically, the Company has distinguished between:

 • Convertible notes in default: Notes with original maturity dates prior to June 30, 2025, that had not been repaid or formally extended
by that date are classified as in default. As of June 30, 2025, the aggregate outstanding balance of such notes, including accrued interest,
was $29,327,001.78.

 • Convertible notes not in default: Notes with maturity dates after June 30, 2025, or that had been extended pursuant to mutual agreement
with the noteholders, are classified as not in default. As of June 30, 2025, the aggregate outstanding balance of such notes, including
accrued interest, was $4,104,841.00.

 The total outstanding balance of all convertible promissory
notes as of June 30, 2025, was therefore $33,431,842.78.

 The convertible note table and footnotes have been updated
accordingly to reflect this classification.

 1

 Balance Sheet for the Period Ended December 31, 2024 and December
31, 2023, Unaudited,

 page F-2

 2. We note your response to prior comment 3. Please address the following:

 · Revise the December 31, 2023 common stock share count caption to give effect to the 500-for-1 reverse
stock split.

 ·
 We note your common stock caption here and added disclosure on page F-7 that no changes to the $0.001
par value per common share and total additional paid-in capital reported on the balance sheet occurred from the reverse stock split. However,
total common stock balances reported on the balance sheet as of December 31, 2024 and 2023 suggest a $0.50 par value per common share
on a post-split basis. Please advise or revise.

 Response :
The Company acknowledges the Staff's comment and has revised the common stock share count caption to reflect the 500-for-1 reverse
stock split. In addition, we have revised our total common stock balances reported on the balance sheet as of December 31, 2024 in addition
to the note disclosures.

 Statement of Stockholders' Equity, Unaudited,
page F-5

 3. Revise to replace this version of the statement of stockholders' equity with
the postsplit version included on page F-5 of Amendment No. 8 to your offering statement filed June 16, 2025. Further to our previous
comment, please also ensure that all activity and balance amounts disclosed in the common share dollar amount column align with the actual
post-split par value per common share and number of shares issued.

 Response : The Company acknowledges
the Staff's comment and has revised the stockholders equity statement and also aligned the balance amounts disclosed in the common
share dollar amount column to with the post split common share value and shares issued.

 Earnings (Net Loss) Per Share Calculations,
page F-6

 4. Revise to replace this version of earnings (net loss) per share calculations with the post-split version included on page F-6 of Amendment No.
8 to your offering statement filed June 16, 2025.

 Response :
The Company acknowledges the Staff's comment we have amended the earnings (net loss) per share calculations to align with the post
split version included on age F-6 of the Amendment No. 8 filed June 16, 2025 as requested.

 Notes
to Unaudited Financial Statements

 Note 4. Stockholders' Equity, page
F-10

 5. We note your disclosure of 14,646,806 common shares outstanding as of July 2, 2025. Please
 reconcile this count with the 12,246,570 number of post-split shares outstanding as of December 31, 2024, plus the 1,200,000
 additional shares (600 million on a pre-split basis) issued thus far in 2025 as disclosed in Note 7. Subsequent Events

 Response: The Company acknowledges the Staff's
comment we have reconciled the common shares outstanding as of July 2, 2025 to the number of post-split shares outstanding as of December
31, 2024.

 2

 Exhibits

 6. We note your response to comment 4 and your revised exhibits. We note that your
offering statement indicates that "[t]here is a $10,000 minimum purchase for each investor…." Please revise your subscription
agreement to include your minimum purchase amount of $10,000 in the agreement or revise your offering statement as appropriate. Additionally,
please revise your legality opinion to opine upon the 800,000,000 shares of common stock being offered by the company in your Form 1-A.

 Response:
The Company acknowledges the Staff's comment on Exhibits 4.1 and the Legal opinion and amended the minimum subscription amount in
the Subscription Agreement to align with the Offering Statement. In addition, we have amended the legal opinion to reflect the correct
amount of common shares issues as per the Offering Statement post the 500-for-1 reverse stock split.

 Green Rain Energy Holdings
Inc. (the "Company") respectfully requests that the above-referenced Offering Statement on Form 1-A be declared qualified
by the Securities and Exchange Commission, effective at 10:00 AM Eastern Time on Monday, July 30, 2025, or as soon thereafter as is practicable.

 Please be advised that the
State of Colorado is prepared to qualify or register the offering, more particularly we are in receipt of the written communication from
the Department of Regulatory Agencies Division of Securities of the State of Colorado, that the offering is "Effective or Cleared
for Sale" in the State of Colorado. The effective date is March 25, 2025 and the File# is 2025-23-754.

 We thank the Staff for its
review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel at pcampitiello@lucbro.com
or by telephone at (732) 395-4517.

 Very truly yours,

 GREEN RAIN ENERGY HOLDINGS, INC/

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 Title:
 Chief Executive Officer

 3

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<TEXT>
 July 18, 2025

Alfredo Papadakis
Chief Executive Officer
Green Rain Energy Holdings Inc.
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: Green Rain Energy Holdings Inc.
 Amendment No. 9 to Offering Statement on Form 1-A
 Filed July 3, 2025
 Amendment No. 10 to Offering Statement on Form 1-A
 Filed July 10, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our June 30,
2025 letter.

Amendment No. 9 to Offering Statement on Form 1-A
Description of Indebtedness, page 54

1. We note your revised disclosures in response to comment 1, and note that
some of the
 loans you have indicated are not in default have maturity dates that are
in the past, as
 your disclosures on pages 54 and 55 show that such debt have maturity
dates
 beginning on April 1, 2025. Please update your disclosure to clarify the
aggregate
 amounts of promissory notes that are in default and not in default as of
June 30, 2025.
 July 18, 2025
Page 2
Balance Sheet for the Period Ended December 31, 2024 and December 31, 2023,
Unaudited,
page F-2

2. We note your response to prior comment 3. Please address the following:

 Revise the December 31, 2023 common stock share count caption to
give effect to
 the 500-for-1 reverse stock split.

 We note your common stock caption here and added disclosure on
page F-7 that
 no changes to the $0.001 par value per common share and total
additional paid-in
 capital reported on the balance sheet occurred from the reverse
stock split.
 However, total common stock balances reported on the balance sheet
as of
 December 31, 2024 and 2023 suggest a $0.50 par value per common
share on a
 post-split basis. Please advise or revise.
Statement of Stockholders' Equity, Unaudited, page F-5

3. Revise to replace this version of the statement of stockholders
equity with the post-
 split version included on page F-5 of Amendment No. 8 to your offering
statement
 filed June 16, 2025. Further to our previous comment, please also ensure
that all
 activity and balance amounts disclosed in the common share dollar amount
column
 align with the actual post-split par value per common share and number
of shares
 issued.
Earnings (Net Loss) Per Share Calculations, page F-6

4. Revise to replace this version of earnings (net loss) per share
calculations with the
 post-split version included on page F-6 of Amendment No. 8 to your
offering
 statement filed June 16, 2025.
Notes to Unaudited Financial Statements
Note 4. Stockholders' Equity, page F-10

5. We note your disclosure of 14,646,806 common shares outstanding as of
July 2, 2025.
 Please reconcile this count with the 12,246,570 number of post-split
shares
 outstanding as of December 31, 2024, plus the 1,200,000 additional
shares (600
 million on a pre-split basis) issued thus far in 2025 as disclosed in
Note 7. Subsequent
 Events on page F-13.
Exhibits

6. We note your response to comment 4 and your revised exhibits. We note
that your
 offering statement indicates that [t]here is a $10,000 minimum
purchase for each
 investor . Please revise your subscription agreement to include
your minimum
 purchase amount of $10,000 in the agreement or revise your offering
statement as
 appropriate. Additionally, please revise your legality opinion to opine
upon the
 800,000,000 shares of common stock being offered by the company in your
Form 1-
 A.
 July 18, 2025
Page 3

 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 GREEN RAIN ENERGY HOLDINGS INC.

 July 3, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re:
 Green Rain Energy Holdings, Inc.

 Amendment No. 8 to Offering Statement
on Form 1-A

 Filed June 16, 2025

 File No. 024-12568

 To Whom
It May Concern:

 Green Rain
Energy Holdings, Inc. (the "Company" or "we") hereby transmits its response to the comment letter received from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission, dated June 30, 2025 regarding the Company's
Amendments No. 8 to its Offering Statement on Form 1-A filed on June 16, 2025 (the " Offering Statement "). For the
Staff's convenience, we have repeated below the Staff's comments and have followed each comment with the Company's
response.

 Additionally,
please note that on July 3, 2025, the Company filed Amendment No. 9 to the Offering Statement to further address the comments of the
Staff.

 Amendments
No. 8 to Offering Statement on Form 1-A

 Description
of Indebtedness, page 54

 1. We note your statement on page 54, that "the Company is
in default with respect to several outstanding convertible promissory notes, including … (3) certain other outstanding convertible
promissory notes with an aggregate outstanding principal of approximately $5,706,147, which mature on various dates between December
2019 through March 2026." You also state that the Company has several outstanding convertible promissory notes and that "the
majority" are in default. On page 55, you state that outstanding convertible promissory notes totaling approximately $5,706,147,
in principal, are "all currently in default." Please revise the above statements to reconcile your disclosures and to clearly
disclose the total amount of these convertible promissory notes that are currently outstanding, and the total amount that are in default,
and indicate the maturity dates for each category.

 Response :
The Company acknowledges the Staff's comment and has revised the above statements to reconcile our disclosures to ensure consistency.
We have revised the offering statement to reflect the convertible promissory notes that were not in default as well as convertible promissory
notes with an aggregate principal balance in default and respective maturity dates.

 Dilution
Table, Page 62

 2. Your dilution calculations at each offering level do not appear
to be based on an 800 million total maximum number of common shares to be issued. For example, we note. that the table discloses total
shares outstanding at the 100% offering level on a post split basis of 16,246,570 in contrast to an indicated 812,246,570 total number
of shares outstanding. Please advise.

 Response :
The Company acknowledges the Staff's comment and has revised the dilution table and related disclosures in Amendment No. 9 to clarify
that the offering consists of 800,000,000 shares of common stock on a post-split basis at an offering price of $0.025 per share. Upon
completion of the offering, the Company would have a total of 812,246,570 shares issued and outstanding on a post-split basis, including
12,246,570 shares currently outstanding and 800,000,000 shares to be issued in the offering. The prior inconsistencies resulted from
references to pre-split and post-split share quantities in different sections, which have been reconciled. All share amounts, offering
price per share, and dilution calculations are presented on a post-split basis. The 500-for-1 reverse stock split effective March 31,
2025, has been reflected consistently in all tables and disclosures.

 Financial
Statements, page F-1

 3. Revise the common stock line caption of the balance sheet on
page F-2 to give effect to the 500-for-1 reverse stock split, including the authorized and outstanding number of common shares. Also
please confirm the post-split par value amount per common share and revise as necessary the individual line-item equity balances reported
on the balance sheet and statements of stockholders' equity on page F-5 to reflect any resulting change in the total common stock par
value balance.

 Revise footnote
1 to include disclosure pertaining to the reverse stock split and effects on previously reported common share quantities and per share
amounts for each reporting period. Where applicable, please revise all footnotes that include common stock disclosures to give proper
effect to the reverse split.

 Response :
The Company acknowledges the Staff's comment and has revised the balance sheet and stockholders equity statement and earnings per
share calculations to reflect the 500-for-1 reverse stock split. In addition, we have revised Footnote 1 to disclose the reverse stock
split and all amended all other disclosures that include common stock.

 Exhibits

 4. We note that your revised filing discloses that you have changed
the name of the company, and that you have increased the number of authorized common shares to 10,000,000,000 shares in order to accommodate
the offering. We also note your statements that you are conducting a minimum offering of $10,000 and that the minimum purchase is $10,000.
Please file updated exhibits as applicable to reflect this updated information, including updated articles, form of subscription agreement,
and legality opinion.

 Response :
We have amended all Exhibits to include disclosures related to the approved name change, reverse stock split and increase of authorized
common shares. as requested.

 We thank
the Staff for its review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel
at pcampitiello@lucbro.com or by telephone at (732) 395-4517.

 Very truly yours,

 GREEN RAIN ENERGY HOLDINGS, INC/

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 Title:
 Chief Executive Officer

 2

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<TEXT>
 June 30, 2025

Alfredo Papadakis
Chief Executive Officer
Green Rain Energy Holdings Inc.
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: Green Rain Energy Holdings Inc.
 Amendment No. 8 to Offering Statement on Form 1-A
 Filed June 16, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our June 4, 2025
letter.

Amendment No. 8 to Offering Statement on Form 1-A
Description of Indebtedness, page 54

1. We note your statement on page 54, that the Company is in default
with respect to
 several outstanding convertible promissory notes, including (3)
certain other
 outstanding convertible promissory notes with an aggregate outstanding
principal of
 approximately $5,706,147, which mature on various dates between December
2019
 through March 2026." You also state that the Company has several
outstanding
 convertible promissory notes and that "the majority" are in default. On
page 55, you
 state that outstanding convertible promissory notes totaling
approximately
 $5,706,147, in principal, are "all currently in default. Please
revise the above
 statements to reconcile your disclosures and to clearly disclose the
total amount of
 these convertible promissory notes that are currently outstanding, and
the total amount
 June 30, 2025
Page 2

 that are in default, and indicate the maturity dates for each category.
Dilution, page 62

2. Your dilution calculations at each offering level do not appear to be
based on an 800
 million total maximum number of common shares to be issued. For example,
we note
 that the table discloses total shares outstanding at the 100% offering
level on a post-
 split basis of 16,246,570 in contrast to an indicated 812,246,570 total
number of
 shares outstanding. Please advise.
Financial Statements, page F-1

3. Please revise your financial statements to:

 Revise the common stock line caption of the balance sheet on page
F-2 to give
 effect to the 500-for-1 reverse stock split, including the
authorized and
 outstanding number of common shares. Also please confirm the
post-split par
 value amount per common share and revise as necessary the individual
line item
 equity balances reported on the balance sheet and statements of
stockholders'
 equity on page F-5 to reflect any resulting change in the total
common stock par
 value balance.

 Revise footnote 1 to include disclosure pertaining to the reverse
stock split and
 effects on previously reported common share quantities and per share
amounts for
 each reporting period. Where applicable, please revise all footnotes
that include
 common stock disclosures to give proper effect to the reverse split.
Exhibits

4. We note that your revised filing discloses that you have changed the
name of the
 company, and that you have increased the number of authorized common
shares to
 10,000,000,000 shares in order to accommodate the offering. We also note
your
 statements that you are conducting a minimum offering of $10,000 and
that the
 minimum purchase is $10,000. Please file updated exhibits as applicable
to reflect this
 updated information, including updated articles, form of subscription
agreement, and
 legality opinion.
 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Green Rain Energy Holdings Inc.

 (f/k/a NOW Corporation I)

 June 30, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re: Green Rain Energy
Holdings Inc.

 Amendment No. 7 to Offering Statement on Form
 1-A

 Filed May 22, 2025

 File No. 024-12568

 To Whom It May Concern:

 Green Rain Energy Holdings, Inc., (the "Company" or "we") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission, dated June 4, 2025 regarding the Company's Amendments No. 7 to its Offering Statement
on Form 1-A filed on May 22, 2025 (the " Offering Statement "). For the Staff's convenience, we have repeated below
the Staff's comments and have followed each comment with the Company's response.

 Additionally,
please note that on June 6, 2025, the Company filed Amendment No. 8 to the Offering Statement to further address the comments of the Staff.

 Amendments No. 7 to Offering Statement on Form
1-A

 Cover page

 1. We note your response to comment 1 that you have revised the Offering
Statement to reconcile the disclosures regarding the minimum offering amount. However, we note that your Offering Statement still refers
to a minimum offering amount in numerous places, including the cover page. You also continue to state that funds will not be returned
to investors if the minimum offering is not met, that proceeds will be used upon receipt, and that "funds will be immediately released
to [you] once the minimum offering amount is raised." Please note that in a minimum offering, funds are returned to the investors
if the minimum offering amount is not raised. Please revise your offering statement as appropriate to reconcile your disclosures regarding
whether your offering has a minimum offering amount.

 Response :
We have revised the Offering Statement to revise the disclosures regarding the minimum offering amount noted to be returned to investors
if no further funds are raised.

 Description of Indebtedness, page
55

 2. Please revise to disclose the maturity dates for the other outstanding
convertible promissory notes. In addition, we note your disclosures on page 55 that the Medican Note matured on December 31, 2023 and
that the Eagle Oil note matured on March 15, 2024. However, you also state here that the Medican notes matured in 2019 and 2020, and
your exhibits also indicate that these notes matured prior to 2023 and 2024.

 Response :
We have revised the Offering Statement to indicate the respective maturity dates as well as reconcile these dates throughout the Offering
Statement as well. In addition, we have updated the other outstanding convertible promissory note total.

 1

 Risk Factors

 Convertible Notes in Default, page
56

 3. We note your statement regarding the Medican and Eagle Oil convertible
promissory notes that based on preliminary discussions and internal analysis, you believe there is a "high degree of probability
that noteholders would accept a settlement of approximately $10,000 per note in satisfaction of the outstanding obligations." However,
you also acknowledge that no formal agreements have been reached and that there is no assurance that any noteholder will agree to the
proposed settlement amount. Please revise to remove the noted mitigating language from your risk factor.

 Response :
We have removed any language or reference to settlement of this debt and there is no mention of assurance that any noteholder will agree
to restructure, convert, or settle the outstanding obligations on terms favorable to the Company or at all.

 Use of Proceeds, page 61

 4. We note your response to comment 5. Please clarify whether the
proceeds from the offering will satisfy your cash requirements or whether you anticipate it will be necessary to raise additional funds
in the next six months to implement the plan of operations that you discuss on page 66. We also note that you will be using proceeds
of the offering for debt repayment. As previously stated, please describe the material terms of the debt being repaid and if the debt
to be repaid was incurred within one year, describe the use of the proceeds arising from such indebtedness. See Instruction 6 to Item
6 of Part II of Form 1-A.

 Response :
We have revised the Use of Proceeds as requested.

 We thank the Staff for its
review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel at pcampitiello@lucbro.com
or by telephone at (732) 395-4517.

 Very truly yours,

 GREEN RAIN ENERGY HOLDINGS, INC.

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 June 30, 2025
 Title:
 Chief Executive Officer

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Alfredo Papadakis
Chief Executive Officer
The Now Corporation I
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: The Now Corporation I
 Amendment No. 7 to Offering Statement on Form 1-A
 Filed May 21, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our May 14, 2025
letter.

Amendment No. 7 to Offering Statement on Form 1-A/A
Cover page

1. We note your response to comment 1 that you have revised the Offering
Statement to
 reconcile the disclosures regarding the minimum offering amount.
However, we note
 that your Offering Statement still refers to a minimum offering amount
in numerous
 places, including the cover page. You also continue to state that funds
will not be
 returned to investors if the minimum offering is not met, that proceeds
will be used
 upon receipt, and that funds will be immediately released to [you]
once the minimum
 offering amount is raised. Please note that in a minimum offering,
funds are returned
 to the investors if the minimum offering amount is not raised. Please
revise your
 offering statement as appropriate to reconcile your disclosures
regarding whether your
 offering has a minimum offering amount.
 June 4, 2025
Page 2

Description of Indebtedness, page 55

2. Please revise to disclose the maturity dates for the other outstanding
convertible
 promissory notes. In addition, we note your disclosures on page 55 that
the Medican
 Note matured on December 31, 2023 and that the Eagle Oil note matured on
March
 15, 2024. However, you also state here that the Medican notes matured in
2019 and
 2020, and your exhibits also indicate that these notes matured prior to
2023 and 2024.
 Please revise your disclosures as appropriate to reconcile your
disclosures, or advise.
Risk Factors
Convertible Notes in Default, page 56

3. We note your statement regarding the Medican and Eagle Oil convertible
promissory
 notes that based on preliminary discussions and internal analysis, you
believe there is
 a "high degree of probability that noteholders would accept a settlement
of
 approximately $10,000 per note in satisfaction of the outstanding
obligations.
 However, you also acknowledge that no formal agreements have been
reached and
 that there is no assurance that any noteholder will agree to the
proposed settlement
 amount. Please revise to remove the noted mitigating language from your
risk factor.
Use of Proceeds, page 61

4. We note your response to comment 5. Please clarify whether the proceeds
from the
 offering will satisfy your cash requirements or whether you anticipate
it will be
 necessary to raise additional funds in the next six months to implement
the plan of
 operations that you discuss on page 66. We also note that you will be
using proceeds
 of the offering for debt repayment. As previously stated, please
describe the material
 terms of the debt being repaid and if the debt to be repaid was incurred
within one
 year, describe the use of the proceeds arising from such indebtedness.
See Instruction
 6 to Item 6 of Part II of Form 1-A.
 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 THE NOW CORPORATION

 May 21, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re:
 The Now Corporation

 Amendment No. 5 to Offering Statement on Form
1-A Filed April 30, 2025

 Amendment No. 6 to Offering Statement on Form
1-A Filed May 14, 2025

 File No. 024-12568

 To Whom It May Concern:

 The Now Corporation
I, (the "Company" or "we") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission, dated May 14, 2025 regarding the Company's Amendments No. 5 and No. 6 to its Offering
Statement on Form 1-A filed on April 30, 2025 and May 14, 2025, respectively (the " Offering Statement "). For the Staff's
convenience, we have repeated below the Staff's comments and have followed each comment with the Company's response.

 Additionally,
please note that on May 21, 2025, the Company filed Amendment No. 7 to the Offering Statement to further address the comments of the Staff.

 Amendments to Offering Statement on Form 1-A

 Cover
page

 1. We note your revisions made in response to comment 1. We note that your Offering
Statement still refers to a minimum offering amount in numerous places including the cover page. However, we also note that you continue
to state that funds will not be returned to investors if the minimum offering is not met, that proceeds will be used upon receipt, and
that "funds will be immediately released to the Company once the minimum offering amount is raised." Additionally, you indicate
different amounts as the minimum offering amount in your offering statement. Please revise your offering statement as appropriate to reconcile
your disclosures regarding whether there is a minimum offering amount, and to the extent applicable, such minimum offering amount.

 Response :
We have revised the Offering Statement to reconcile the disclosures regarding the minimum offering amount.

 2. We note that you have not revised your offering table on your cover page in response
to comment 2. Please revise to clarify why your gross proceeds to the company are equal to your net proceeds for each of the minimum and
maximum offering amounts when your disclosure indicates that you have offering expenses as noted in footnote 1.

 Response :
We have revised the net proceeds to reflect the offering expenses.

 1

 Offering Circular Summary, page
4

 3. We note your response to comment 3. Please revise to indicate the current amounts
outstanding and in default for each the Medican Note, the Eagle Oil Note, and the certain other outstanding convertible promissory notes
you reference, and similarly, disclose such amounts elsewhere in your filing as appropriate.

 Response :
We have revised the Offering Statement to indicate the current amounts outstanding and in default for each the Medican Note, the Eagle
Oil Note, and the other outstanding convertible promissory notes.

 Risk Factors

 Risk Factors Relating to the Company

 We are in default under certain
convertible notes. . ., page 53

 4. We note your revised disclosure in response to comment 5. As previously stated,
please expand this risk factor to disclose the amount outstanding and in default for the Eagle Oil convertible note, and to also state
the due date for the note and describe any material default penalties associated with the note. Also indicate the total amount due on
the other certain convertible promissory notes that the company is in default under. Please revise, here or elsewhere as appropriate,
to explain the significance of the transaction in the assignment of debt agreement between Green Stream Holdings Inc. and Medican Enterprises
Inc., and the effect of such assignment on the note default status and default amounts.

 Response :
We have expanded the risk factor as requested.

 Use of Proceeds,
page 58

 5. We note your revised disclosure in response to comment 7. Please clarify whether
the proceeds from the offering will satisfy your cash requirements or whether you anticipate it will be necessary to raise additional
funds in the next six months to implement the plan of operations that you discuss on page 63. We note that your disclosure indicates that
the minimum offering amount is equal to 25% of the total offering amount, but your disclosure also states that your minimum offering amount
is only $25,000. Please revise your disclosures to reconcile. We note that you will be using proceeds of the offering for debt repayment.
Please describe the material terms of the debt being repaid and if the debt to be repaid was incurred within one year, describe the use
of the proceeds arising from such indebtedness. See Instruction 6 to Item 6 of Part II of Form 1-A.

 Response :
We have revised the Use of Proceeds as requested.

 Dilution, page 60

 6. We note your revised table in response to prior comment 8. However, please remove
both the "Key Changes to Dilution Table" section from page 60 and the prior dilution table from page 61.

 Response :
We have revised the Dilution section to remove the "Key Changes to Dilution Table" sections.

 2

 Financial Statements for the Periods Ended December
31, 2024 & December 31, 2023

 Notes to Unaudited Financial Statements

 Note 7. Subsequent Events, page F-12

 7. We note your revised disclosures on pages 66 and 68 in response to prior comment 12. You disclose having used
the acquisition method pursuant to ASC 805 in accounting for the acquisitions of 100% equity interests each in Green Rain Solar Inc. (Green
Rain) and M Love Vintage Holdings Inc. (M Love). Please provide separate acquisition accounting analyses for Green Rain and M Love showing
the allocation of purchase price to their respective identifiable assets and liabilities, and any goodwill acquired. We refer you to ASC
805-10-05-02, 805-10-25-15, and the disclosure example provided in ASC 805-10-55-41. For each balance sheet and income statement line
item of your fiscal 2024 financial statements impacted by the consolidating of Green Rain and M Love financial statement amounts, please
identify that line item and the specific Green Rain and M Love financial statement amounts included therein.

 Response : We have revised the disclosures to provide separate acquisition accounting analyses for
Green Rain and M Love, showing the allocation of the purchase price to their respective identifiable assets and liabilities, as well
as any goodwill acquired. We have also identified the relevant line items and the specific Green Rain and M Love financial statement
amounts included therein.

 8. We note that you have not responded to prior comment 13 relating to any requirement
to provide separate historical Green Rain and M Love financial statements and related pro forma financial schedules pursuant to Part F/S(b)(7)(iii)
and (iv) of Form 1- A. Please explain to us why you believe they are not required, or alternatively provide these financial statements
and related pro forma schedules separately.

 Response :
The Company has completed updated significance testing based on its FY 2023 audited financial statements as the base year. The results
are as follows:

 · Significance Test Results (FY 2023 base year):

 Asset Test

 • Green Rain Solar – 1.37%

 • M Love Vintage – 1.66%

 • Combined – 3.03%

 The 20%
threshold is not exceeded.

 Investment
Test

 • Green Rain Solar – 0.0%

 • M Love Vintage – 0.0622%.

 • Combined – 0.0622%.

 The individual
subsidiary totals do not exceed the regulatory limit of 20% and the combined total remains below the 50% threshold, which is consistent
with the requirements of Rule 8-04.

 Income Test

 • Both Green Rain Solar and M Love Vintage lacked material revenue and had no positive
pre-tax income in FY 2023

 • Accordingly, the income test is not applicable.

 3

 Purchase
Price Determination and Consideration Analysis:

 Green
Rain Solar Inc.:

 On May
14, 2024, Green Stream Holdings Inc. filed a Form 8-K disclosing the sale of Green Rain Solar to VGTL, Inc. (VGTel) in exchange for the
assumption of approximately $400,000 in liabilities. The Now Corporation was not a party to that transaction. Subsequently, VGTL entered
into a separate agreement with The Now Corporation for the transfer of ownership of Green Rain Solar. Under this secondary agreement,
The Now Corporation did not assume any of the outstanding liabilities nor provide any cash or equity consideration. The $400,000 in liabilities
remained solely with VGTL. As such, the value of consideration transferred by The Now Corporation for Investment Test purposes is nominal,
resulting in a significance percentage of 0.0%.

 M Love
Vintage Holdings Inc.:

 The investment
value for M Love Vintage Holdings Inc. was determined based on the fair value of the equity instruments issued and liabilities assumed
by The Now Corporation in connection with the acquisition. This calculation yielded a significance of 0.0622% under the Investment Test.

 Conclusion:

 Both M
Love Vintage and Green Rain Solar fall well below the 20% threshold individually under the Investment Test. Moreover, the aggregate investment
significance of all acquisitions remains below the 50% threshold outlined in Rule 8-04 of Regulation S-X. Additionally, neither the Asset
Test nor the Income Test thresholds are triggered.

 Accordingly,
separate historical financial statements for Green Rain Solar and M Love Vintage are not required. The Company respectfully submits that
its current disclosures comply with the applicable requirements of Regulation S-X and Form 1-A.

 General

 9. We note that you have filed a Form 8-K on 5/2/2025 which describes the sale of
M Love Vintage Holdings Inc. to Arowana Media Holdings Inc. Please revise your Form 1-A to address the material terms of your sale of
M Love Vintage Holdings Inc. to Arowana Media Holdings Inc. including the business reasons why you sold M Love Vintage Holdings Inc.

 Response :
We have revised the Offering Statement to include the material terms of the sale of M Love Vintage Holdings Inc. to Arowana Media Holdings
Inc., as well as the business reasons why we sold M Love Vintage Holdings Inc.

 We thank the Staff for its
review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel at pcampitiello@lucbro.com
or by telephone at (732) 395-4517.

 Very truly yours,

 THE NOW CORPORATION I

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 Title:
 Chief Executive Officer

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

Alfredo Papadakis
Chief Executive Officer
The Now Corporation I
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: The Now Corporation I
 Amendment No. 5 to Offering Statement on Form 1-A
 Filed April 30, 2025
 Amendment No. 6 to Offering Statement on Form 1-A
 Filed May 14, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statements and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our April 24,
2025 letter.

Amendments to Offering Statement on Form 1-A
Cover page

1. We note your revisions made in response to comment 1. We note that your
Offering
 Statement still refers to a minimum offering amount in numerous places
including the
 cover page. However, we also note that you continue to state that funds
will not be
 returned to investors if the minimum offering is not met, that proceeds
will be used
 upon receipt, and that funds will be immediately released to the
Company once the
 minimum offering amount is raised. Additionally, you indicate
different amounts as
 the minimum offering amount in your offering statement. Please revise
your offering
 statement as appropriate to reconcile your disclosures regarding whether
there is a
 May 14, 2025
Page 2

 minimum offering amount, and to the extent applicable, such minimum
offering
 amount.
2. We note that you have not revised your offering table on your cover page
in response
 to comment 2. Please revise to clarify why your gross proceeds to the
company are
 equal to your net proceeds for each of the minimum and maximum offering
amounts
 when your disclosure indicates that you have offering expenses as noted
in footnote 1.
Offering Circular Summary, page 4

3. We note your response to comment 3. Please revise to indicate the
current amounts
 outstanding and in default for each the Medican Note, the Eagle Oil
Note, and the
 certain other outstanding convertible promissory notes you reference,
and similarly,
 disclose such amounts elsewhere in your filing as appropriate.
Risk Factors
Risk Factors Relating to the Company
We are in default under certain convertible notes. . ., page 53

4. We note your revised disclosure in response to comment 5. As previously
stated,
 please expand this risk factor to disclose the amount outstanding and in
default for the
 Eagle Oil convertible note, and to also state the due date for the note
and describe any
 material default penalties associated with the note. Also indicate the
total amount due
 on the other certain convertible promissory notes that the company is in
default under.
 Please revise, here or elsewhere as appropriate, to explain the
significance of the
 transaction in the assignment of debt agreement between Green Stream
Holdings Inc.
 and Medican Enterprises Inc., and the effect of such assignment on the
note default
 status and default amounts.
Use of Proceeds, page 58

5. We note your revised disclosure in response to comment 7. Please clarify
whether the
 proceeds from the offering will satisfy your cash requirements or
whether you
 anticipate it will be necessary to raise additional funds in the next
six months to
 implement the plan of operations that you discuss on page 63. We note
that your
 disclosure indicates that the minimum offering amount is equal to 25% of
the total
 offering amount, but your disclosure also states that your minimum
offering amount is
 only $25,000. Please revise your disclosures to reconcile. We note that
you will be
 using proceeds of the offering for debt repayment. Please describe the
material terms
 of the debt being repaid and if the debt to be repaid was incurred
within one year,
 describe the use of the proceeds arising from such indebtedness. See
Instruction 6 to
 Item 6 of Part II of Form 1-A.
Dilution, page 60

6. We note your revised table in response to prior comment 8. However,
please remove
 both the Key Changes to Dilution Table section from page 60 and
the prior dilution
 table from page 61.
 May 14, 2025
Page 3
Financial Statements for the Periods Ended December 31, 2024 & December 31,
2023
Notes to Unaudited Financial Statements
Note 7. Subsequent Events, page F-12

7. We note your revised disclosures on pages 66 and 68 in response to prior
comment
 12. You disclose having used the acquisition method pursuant to ASC 805
in
 accounting for the acquisitions of 100% equity interests each in Green
Rain Solar Inc.
 (Green Rain) and M Love Vintage Holdings Inc. (M Love). Please provide
separate
 acquisition accounting analyses for Green Rain and M Love showing the
allocation of
 purchase price to their respective identifiable assets and liabilities,
and any goodwill
 acquired. We refer you to ASC 805-10-05-02, 805-10-25-15, and the
disclosure
 example provided in ASC 805-10-55-41. For each balance sheet and income
 statement line item of your fiscal 2024 financial statements impacted by
the
 consolidating of Green Rain and M Love financial statement amounts,
please identify
 that line item and the specific Green Rain and M Love financial
statement amounts
 included therein.
8. We note that you have not responded to prior comment 13 relating to any
requirement
 to provide separate historical Green Rain and M Love financial
statements and related
 pro forma financial schedules pursuant to Part F/S(b)(7)(iii) and (iv)
of Form 1- A.
 Please explain to us why you believe they are not required, or
alternatively provide
 these financial statements and related pro forma schedules separately.
General

9. We note that you have filed a Form 8-K on 5/2/2025 which describes the
sale of M
 Love Vintage Holdings Inc. to Arowana Media Holdings Inc. Please revise
your Form
 1-A to address the material terms of your sale of M Love Vintage
Holdings Inc. to
 Arowana Media Holdings Inc. including the business reasons why you sold
M Love
 Vintage Holdings Inc.

 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Alfredo Papadakis
Chief Executive Officer
The Now Corporation I
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: The Now Corporation I
 Amendment No. 4 to Offering Statement on Form 1-A
 Filed April 10, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our April 8,
2025 letter.

Amendment No. 4 to Offering Statement on Form 1-A
Cover page

1. We note your response to comment 2 that We have revised the Offering
Statement to
 accurately state there is no minimum offering amount," and your
statement on page 16
 that there is no minimum offering amount. However, we also note that
your Offering
 Statement refers to a minimum offering amount in numerous places
including the
 cover page, and that you state that funds will not be returned if the
minimum offering
 is not met. Please revise your offering statement as appropriate to
reconcile your
 disclosures.
2. We note you have revised your offering table to reflect a minimum
offering amount of
 $25,000. To the extent you intend to have a minimum amount in your
offering, please
 reconcile this amount with your other disclosure on the cover page and
elsewhere that
 April 24, 2025
Page 2

 you are offering 1 billion shares at an offering price of $0.00005. Also
clarify why
 your gross proceeds to the company are equal to your net proceeds for
each of the
 minimum and maximum offering amounts when your revised disclosure
indicates that
 you have offering expenses as noted in footnote 1.
Offering Circular Summary, page 4

3. We note your response to comment 5 addressing your current default on
the Medican
 and Eagle Oil convertible notes. Please revise this section to address
the defaults on
 the Medican Note and the Eagle Oil Note along with the possible
 material consequences to you.
Summary, page 15

4. It appears that since December 31, 2024 you have issued another 600
million common
 shares based on your disclosure of 6,723,284,813 common shares currently
 outstanding prior to your offering as compared to 6,123,284,813 shares
outstanding as
 of December 31, 2024. Please revise to include in the forepart of your
filing and in
 subsequent events footnote 7 on page F-12 a related discussion of the
timing, nature,
 dollar amount, and purpose of this issuance.
We may not be able to pay our indebtedness on its maturity date, placing us in
default status,
page 53

5. We note your response to comment 5. Please revise your risk factor
heading to clearly
 indicate the current default status on both the Medican and Eagle Oil
convertible
 note. Please revise your risk factor to disclose the amounts of the
Eagle Oil Note and
 the Medican Note, the due dates for each note, the total amounts due for
each note,
 and any material default penalties associated with each note. Also
indicate the amount
 of other indebtedness that may be accelerated through cross default
provisions or
 cross acceleration provisions.
Our outstanding shares of convertible preferred stock. . ., page 55

6. We note your response to comment 6 and your revised disclosures on page
55. Please
 further revise to clarify the number of shares of common stock into
which your shares
 of preferred stock are convertible or otherwise discuss the conversion
ratio, and
 to address the voting rights of the preferred stock.
Use of Proceeds, page 57

7. We note your response to comment 7, but note that the Use of Proceeds
disclosure has
 not been revised. Accordingly, we reissue the prior comment 7.
Dilution, page 59

8. In response to prior comment 8, we note no changes to the dilution
table. Please
 correct your table to include for each offering level:

 The December 31, 2024 shares outstanding of 6,123,284,813 in lieu
of the
 December 31, 2023 share count of 5,636,584,813 currently being used.
 April 24, 2025
Page 3

 The December 31, 2024 net tangible book value before offering of
$(34,703,973)
 in lieu of the $(33,175,702) amount currently being used.

 A reduction to net proceeds for the proportionate amount of the
$325,000
 estimated offering costs to be incurred, now disclosed on the cover
page.
Financial Condition and Liquidity, page 64

9. Please revise this section to clearly address the current default status
on both the
 Medican note and Eagle Oil note.
Financial Statements for the Periods Ended December 31, 2024 & December 31,
2023
Statements of Stockholders' Equity, page F-5

10. Please revise to only disclose the equity activity for the years ended
December 31,
 2023 and 2024.
Earnings (net loss) Per Share Calculations, page F-6

11. Please also include a separate calculation of loss per share for the 12
months ending
 December 31, 2023.
Notes to Unaudited Financial Statements
Note 7. Subsequent Events, page F-12

12. Please tell us how you complied with the respective purchase accounting
and
 consolidation requirements of ASC 805 and 810 relating to your October
17, 2024
 acquisitions of subsidiaries Green Rain Solar Inc. and M Love Vintage
Holdings Inc.
13. Please tell us how you considered the need to include in your filing
required separate
 historical financial statements of Green Rain Solar Inc. and M Love
Vintage Holdings
 Inc., and related pro forma financial schedules as required by Part
F/S(b)(7)(iii) and
 (iv) of Form 1-A.
Financial Statements for the Periods Ended December 31, 2023 & December 31,
2022, page
F-13

14. Please remove this separate set of financial statements and footnotes
from pages F-13
 through F-23 of your filing, as they are no longer required.
 April 24, 2025
Page 4

 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 THE
NOW CORPORATION I

 April 14, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re: The Now Corporation I

 Amendment No. 3 to Offering Statement on Form
 1-A

 Filed March 26, 2025

 File No. 024-12568

 To Whom It May Concern:

 The Now Corporation
I, (the "Company" or "we") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission, dated April 8, 2025 regarding the Company's Amendment No. 3 to its Offering Statement
on Form 1-A filed on March 26, 2025 (the " Offering Statement "). For the Staff's convenience, we have repeated
below the Staff's comments and have followed each comment with the Company's response.

 Amendment No. 3 to Offering Statement on Form 1-A
Cover page

 1. We note your added disclosure of a minimum offering generating $25,000 of proceeds,
as well as revised disclosure elsewhere in your filing confirming a $25,000 minimum offering. However, on page 7 you continue to disclose
selling 1 billion shares at minimum for $0.00005 each, equating to $50,000 in proceeds. Please correct this discrepancy.

 We have revised the Offering Statement to accurately
state there is no minimum offering amount and to disclose that there is no arrangements to place the funds received in an escrow, trust
or similar arrangement.

 2. We note your revisions made in the offering statement in response to prior comment
1, including your statement that the minimum aggregate offering amount is $25,000, but that "funds will not be returned if the minimum
offering amount is not met." We also note your statement, on page 8, that the offering proceeds will be used by you "upon receipt."
Accordingly, it does not appear that your offering has a minimum offering amount. Please revise your offering statement as appropriate
to reconcile your disclosures.

 We have revised the Offering Statement
to accurately state there is no minimum offering amount.

   1

 3. We note that there are no offering expenses relative to the number of shares being sold. Please revise
to explain the difference in the gross proceeds to the company and the net proceeds to the company at the minimum level in your offering
table, or otherwise reconcile your disclosures.

 We have revised the Offering Statement to reconcile the
disclosures to include anticipated offering expenses.

 Offering Circular

 The Company is an "emerging growth company"
as defined in the Jumpstart Our Business Startups Act, page 5

 4. We note your added disclosure here and elsewhere confirming your intention to take
advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
Accordingly, please remove on page 6 the last sentence of this section stating that you have irrevocably opted out of the extended transition
period.

 We have revised the Offering Statement
to disclose that we have elected to take advantage of the transition period under Section 107(b) of the JOBS Act.

 Risk Factors, page 19

 5. We refer to Exhibits 2.5 and 2.8 filed in response to prior comment 13 indicating
that the $10 million convertible note held by Eagle Oil Holding Company Inc. and the $20 million convertible note held by Medican Enterprises
Inc. appear to have had maturity dates in 2019 and 2020, respectively. Please revise to clarify whether these notes have been subsequently
amended, or if you are currently in default for these notes, and please update your disclosures as appropriate, including risk factor
disclosure, to disclose this information and corresponding consequences.

 We have revised the Offering Statement
to include risk factors and other disclosure related to the Company's current default on the Medican and Eagle Oil convertible notes.

 Risks Relating to our Stock, page 54

 6. We note your disclosure of the risks related to the Preferred Stock on page 67.
Please move the discussion of the risks relating to your issued and outstanding preferred stock into this Risk Factors section of the
Offering Circular and expand your risk disclosure to disclose that there are 2,500,000 shares of preferred stock outstanding, the conversion
ratio of preferred stock into common stock, and that the shares can vote on an as-converted basis.

 We have revised the Description of Capital Stock
disclosure to include the description of the Company's preferred stock; included an appropriate risk factor related to the outstanding
preferred stock; and removed the disclosure related to forum selection as the Company's charter documents do not provide for same.

   2

 Use of Proceeds, page 57

 7. We note your revisions in the Use of Proceeds section in response to prior comment
3. As previously stated, please revise to describe any anticipated material changes in the use of proceeds depending on the amounts sold
at each of the noted offering levels. For example, quantify the amounts to be used for various purposes at each noted level, and you may
consider using a tabular format. As previously stated, please revise to disclose the material terms of the indebtedness for which you
will use the proceeds to discharge. Also clarify whether the proceeds from the offering will satisfy your cash requirements or whether
you anticipate it will be necessary to raise additional funds in the next six months to implement the plan of operations that you discuss
on page 61. Finally, we note that your revised disclosure indicates that the minimum offering amount is equal to 25% of the total offering
amount, but your disclosure elsewhere states that your minimum offering amount is only $50,000. Please revise your disclosures to reconcile.
See Instructions 3, 4, 5, and 6 to Item 6 of Part II of Form 1- A.

 We have revised the discussion to disclose the requested
information.

 Dilution, page 59

 8. Pursuant to prior comment 4, please revise your table to include dilution calculations
based upon shares issued and outstanding, and net tangible book value as of December 31, 2024. Additionally, please ensure that the net
tangible book value balance as of this date is used in lieu of the total liability balance.

 The table was revised accordingly.

 No Exclusive Forum Provision, page 67

 9. We note your statement that your governing documents "do not contain an exclusive
forum provision." We also note your disclosure under the risk factor "Limitation of Liability of the President and Directors",
on page 43, that you "believe that the exclusive forum provisions apply to claims arising under the Securities Act and Exchange Act…."
Please revise your disclosure to reconcile these statements as appropriate.

 We have removed the disclosure related
to forum selection as the Company's charter documents do not provide for same.

 Financial Statements, page F-1

 10. Please update to include fiscal December 31, 2024 and 2023 financial statements
pursuant to Part F/S(b)(3)(A) and F/S(b)(4) of Form 1-A. Additionally, please ensure that these financial statements address any remaining
applicable concerns raised in our prior comments 7, 8, 10, and 11.

 The appropriate financial statements have been included.

 Part III

 Exhibit Index, page II-1

 11. We refer to our prior comment 14 and reissue. As previously stated, please file
a legality opinion. See Item 17(12) in Part III of Form 1-A.

 Counsel will provide the opinion on a subsequent amendment.

   3

 Please note that the State
of Colorado has confirmed that it is prepared to qualify the offering and the correspondence for same has been filed as Exhibit 5.1 to
the Offering Statement. There are no participants in the offering requiring FINRA approval.

 We thank the Staff for its
review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel at pcampitiello@lucbro.com
or by telephone at (732) 395-4517.

 Very truly yours,

 THE NOW CORPORATION I

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 Title:
 Chief Executive Officer

   4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Alfredo Papadakis
Chief Executive Officer
The Now Corporation I
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: The Now Corporation I
 Amendment No. 3 to Offering Statement on Form 1-A
 Filed March 26, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our March 11,
2025 letter.

Amendment No. 3 to Offering Statement on Form 1-A
Cover page

1. We note your added disclosure of a minimum offering generating $25,000
of
 proceeds, as well as revised disclosure elsewhere in your filing
confirming a $25,000
 minimum offering. However, on page 7 you continue to disclose selling 1
billion
 shares at minimum for $0.00005 each, equating to $50,000 in proceeds.
Please correct
 this discrepancy.
2. We note your revisions made in the offering statement in response to
prior comment
 1, including your statement that the minimum aggregate offering amount
is $25,000,
 but that "funds will not be returned if the minimum offering amount is
not met. We
 also note your statement, on page 8, that the offering proceeds will be
used by you
 "upon receipt." Accordingly, it does not appear that your offering has a
minimum
 April 8, 2025
Page 2

 offering amount. Please revise your offering statement as appropriate to
reconcile
 your disclosures.
3. We note that there are no offering expenses relative to the number of
shares being
 sold. Please revise to explain the difference in the gross proceeds to
the company and
 the net proceeds to the company at the minimum level in your offering
table, or
 otherwise reconcile your disclosures.
Offering Circular
The Company is an "emerging growth company" as defined in the Jumpstart Our
Business
Startups Act, page 5

4. We note your added disclosure here and elsewhere confirming your
intention to take
 advantage of the extended transition period for complying with new or
revised
 accounting standards pursuant to Section 107(b) of the Act. Accordingly,
please
 remove on page 6 the last sentence of this section stating that you have
irrevocably
 opted out of the extended transition period.
Risk Factors, page 19

5. We refer to Exhibits 2.5 and 2.8 filed in response to prior comment 13
indicating that
 the $10 million convertible note held by Eagle Oil Holding Company Inc.
and the $20
 million convertible note held by Medican Enterprises Inc. appear to have
had maturity
 dates in 2019 and 2020, respectively. Please revise to clarify whether
these notes have
 been subsequently amended, or if you are currently in default for these
notes, and
 please update your disclosures as appropriate, including risk factor
disclosure, to
 disclose this information and corresponding consequences.
Risks Relating to our Stock, page 54

6. We note your disclosure of the risks related to the Preferred Stock on
page 67. Please
 move the discussion of the risks relating to your issued and outstanding
preferred
 stock into this Risk Factors section of the Offering Circular and expand
your risk
 disclosure to disclose that there are 2,500,000 shares of preferred
stock outstanding,
 the conversion ratio of preferred stock into common stock, and that the
shares can
 vote on an as-converted basis.
Use of Proceeds, page 57

7. We note your revisions in the Use of Proceeds section in response to
prior comment 3.
 As previously stated, please revise to describe any anticipated material
changes in the
 use of proceeds depending on the amounts sold at each of the noted
offering levels.
 For example, quantify the amounts to be used for various purposes at
each noted level,
 and you may consider using a tabular format. As previously stated,
please revise to
 disclose the material terms of the indebtedness for which you will use
the proceeds to
 discharge. Also clarify whether the proceeds from the offering will
satisfy your cash
 requirements or whether you anticipate it will be necessary to raise
additional funds in
 the next six months to implement the plan of operations that you discuss
on page 61.
 Finally, we note that your revised disclosure indicates that the minimum
offering
 amount is equal to 25% of the total offering amount, but your disclosure
elsewhere
 states that your minimum offering amount is only $50,000. Please revise
your
 April 8, 2025
Page 3

 disclosures to reconcile. See Instructions 3, 4, 5, and 6 to Item 6 of
Part II of Form 1-
 A.
Dilution, page 59

8. Pursuant to prior comment 4, please revise your table to include
dilution calculations
 based upon shares issued and outstanding, and net tangible book value as
of
 December 31, 2024. Additionally, please ensure that the net tangible
book value
 balance as of this date is used in lieu of the total liability balance.
No Exclusive Forum Provision, page 67

9. We note your statement that your governing documents "do not contain an
exclusive
 forum provision. We also note your disclosure under the risk factor
 Limitation of
 Liability of the President and Directors , on page 43, that you
"believe that the
 exclusive forum provisions apply to claims arising under the Securities
Act and
 Exchange Act . Please revise your disclosure to reconcile these
statements as
 appropriate.
Financial Statements, page F-1

10. Please update to include fiscal December 31, 2024 and 2023 financial
statements
 pursuant to Part F/S(b)(3)(A) and F/S(b)(4) of Form 1-A. Additionally,
please ensure
 that these financial statements address any remaining applicable
concerns raised in
 our prior comments 7, 8, 10, and 11.
Part III
Exhibit Index, page II-1

11. We refer to our prior comment 14 and reissue. As previously stated,
please file a
 legality opinion. See Item 17(12) in Part III of Form 1-A.
 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Alfredo Papadakis
Chief Executive Officer
The Now Corporation
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: The Now Corporation
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed February 25, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments.

Form 1-A/A filed on February 25, 2025
Cover page

1. We note your statement on the cover page that your offering has a
minimum offering
 amount of $50,000. We also note your statements elsewhere, such as on
page 8, that
 [t]here is no minimum aggregate offering amount and no provision to
escrow or
 return investor funds if any minimum amount of units is not sold, and
a similar
 statement on page 16. Please revise your disclosure throughout the
offering circular to
 address this discrepancy. Please revise your cover page to clarify if
there are any
 arrangements to place the funds received in an escrow, trust or similar
arrangement. In
 addition, we note your cover page states that "the offering will
terminate upon
 reaching the maximum proceeds," but on page 8, you state that the
offering will
 terminate within one year and may be extended for an additional 180
days. Please
 revise your disclosure on the cover page to clearly state the
termination date for the
 offering. Refer to Item 1(e) of Part II of Form 1-A. Also see Rule
251(d)(3)(F) for
 reference.
 March 11, 2025
Page 2

Offering Circular Summary
The Company is an "emerging growth company," as defined in the Jumpstart Our
Business
Startups Act, page 5

2. We note your disclosure on page 6 that you have irrevocably opted out of
the
 extended transition period for complying with new or revised accounting
standards
 pursuant to Section 107(b) of the Act. This is contrary to your
disclosures on pages 18
 and 50. Please correct your disclosure as appropriate.
Use of Proceeds, page 57

3. Please expand your discussion to describe any anticipated material
changes in the use
 of proceeds if all of the securities being qualified on the offering
statement are not
 sold. For example, you may explain your expected use of proceeds if you
only reach
 your minimum offering amount, and at various percentages (e.g., 25%,
50%, 75%).
 Please also disclose the material terms of the indebtedness for which
you will use the
 proceeds to discharge, and whether the proceeds from the offering will
satisfy
 your cash requirements or whether you anticipate it will be necessary to
raise
 additional funds in the next six months to implement the plan of
operations. See
 Instructions 3, 4 and 6 to Item 6 of Part II of Form 1-A.
Dilution, page 58

4. Please revise your table to include dilution calculations based on
shares issued and
 outstanding, and net tangible book value as of September 30, 2024.
Additionally,
 please ensure that the net tangible book value balance as of this date
is used in lieu of
 the total liability balance we note being currently used in the table.
Description of Capital Stock, page 65

5. Please revise to provide all of the description of securities disclosure
regarding your
 preferred stock required by Item 14(a) in Part II of Form 1-A. Please
also update your
 risk factors to discuss risks relating to your issued and outstanding
preferred stock. In
 addition, we note your discussion on page 43 to your exclusive forum
provisions.
 Please revise your disclosure here to discuss the exclusive forum
provisions, and
 disclose whether this provision applies to actions arising under the
Exchange Act. In
 this regard, we note that Section 27 of the Exchange Act creates
exclusive federal
 jurisdiction over all suits brought to enforce any duty or liability
created by
 the Exchange Act or the rules and regulations thereunder.
Financial Statements for the Nine Months Ended September 30, 2024 and December
31,
2023, Unaudited, page F-1

6. Please confirm that you are presenting in the period statements on pages
F-3 and F-4
 comparative results for the nine months ended September 30, 2023, and
not for the
 nine months ended December 31, 2023. We refer you to Part F/S(b)(5) of
Form 1-A.
Statements of Income and Retained Earnings (Deficit) for the Nine Months Ended
September
30, 2024 and December 31, 2023, Unaudited, page F-3

7. Please revise here and on page F-18 to correctly present earnings per
share and
 March 11, 2025
Page 3

 weighted average number of shares outstanding for all income statement
periods
 presented in accordance with ASC 260-10-45 and 260-10-50.
Statement of Stockholders' Equity September 30, 2024, Unaudited, page F-5

8. Please revise to present equity activity for the 9 months ended
September 30, 2024
 and 2023 only. We refer you to Part F/S(b)(5)(i) of Form 1-A. Similarly,
please revise
 your statement of stockholders equity on page F-17 to only present
equity activity for
 the fiscal years ended December 31, 2023 and 2022.
Note 2. Summary of Significant Accounting Practices, page F-6

9. You disclose on page F-7 that you operate on a January 31st fiscal year
end, while
 disclosing on page F-19 of your December 31, 2023 and 2022 financial
statements
 that you operate on a December 31st year end. Please correct your
disclosure.
Note 8. Management's Discussion and Analysis (MD&A), page F-11

10. Please relocate MD&A from the interim financial statements to a separate
section
 following the Description of Business Section ending on page 62
but before the
 Our Management section beginning on page 63. Please revise MD&A to
include a
 discussion of your financial condition, changes in financial condition,
liquidity, results
 of operations, and period-over-period variances pertaining to each
financial statement
 period presented in your filing. We refer you to Item 9 of the Offering
Circular
 section of Form 1-A.
Notes to Unaudited Financial Statements, September 30, 2024
Note 7. Subsequent Events, page F-11

11. Please tell us how you considered the need to include in your filing
required historical
 financial statements of acquirees Green Rain Solar Inc. and M Love
Vintage Holdings
 Inc., and related pro forma financial schedules as required by Part
F/S(b)(7)(iii) and
 (iv) of Form 1-A.
Notes to Unaudited Financial Statements, December 31, 2023
Note 6. Other Assets and Related Debt, page F-21

12. We note your disclosures on pages F-22 and F-23 pertaining to your
respective
 acquisitions of your Monster Elixir subsidiary on February 14, 2023 and
100%
 membership interest in Sunshine Minerals Ltd. LLC on June 23, 2023.
Please
 confirm whether you accounted for these acquisitions as business
combinations or
 asset acquisitions and provide us the basis for your conclusions with
references to
 applicable ASC guidance.
Part III
Exhibit Index, page II-1

13. Please file all material agreements with your next amendment. For
example, we note
 that you have not filed the following material agreements and
outstanding convertible
 notes you have entered into:
 1. the Purchase and Sale Agreement dated August 7, 2018, between you and
Eagle
 Oil Holding Company Inc. (now Green Stream Holdings Inc.),
 March 11, 2025
Page 4

 2. the $10 million convertible note issued in the exchange for various
assets in
 connection with such Purchase and Sale Agreement with Eagle Oil
Holding
 Company Inc.,
 3. the Purchase and Sale Agreement dated January 26, 2019 between you,
Medican
 Enterprises Inc., and Eagle Oil Holding Company Inc. (now Green
Stream
 Holdings Inc.),
 4. the $20 million convertible note issued in the exchange for various
assets in
 connection with such Purchase and Sale Agreement with Medican
Enterprises
 Inc., and
 5. the Stock Purchase Agreement dated October 22, 2024, between you and
VGTel
 Inc., whereby you acquired two subsidiaries: Green Rain Solar Inc.
and M Love
 Vintage Holdings Inc.
 Please see to Item 17(6) in Part III of Form 1-A which requires that an
issuer file
 material contracts in which the issuer is a party or has a beneficial
interest as exhibits
 to the offering statement.
14. Please file a legality opinion. See Item 17(12) in Part III of Form 1-A.
 We will consider qualifying your offering statement at your request.
In connection
with your request, please confirm in writing that at least one state has
advised you that it is
prepared to qualify or register your offering. If a participant in your
offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us
that it has no
objections to the compensation arrangements prior to qualification.

 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 Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
</TEXT>
</DOCUMENT>

February 14, 2025
Alfredo Papadakis
Chief Executive Officer
The Now Corporation
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211
Re:The Now Corporation
Offering Statement on Form 1-A
Filed February 10, 2025
File No. 024-12568
Dear Alfredo Papadakis:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. For example, your offering
statement does not include the financial statements required for a Tier 1 offering. Please refer
to paragraph (b) of Part F/S of Form 1-A. As another example, your disclosure on the
offering statement cover page indicates that you are offering an amount that is greater than
the amount set forth in Securities Act Rule 251(a)(1) for Tier 1 offerings.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction