SecProbe.io

CORRESP
 1
 filename1.htm

 March 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Helio Corporation

 Registration Statement on Form S-1

 F ile No. No. 333-284062

 Acceleration Request

 Requested Date:
 March 13, 2025

 Requested Time:
 5:00 p.m. Eastern Time (US)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), we, as underwriter, hereby join
in the request of Helio Corporation that the effective date of the Registration Statement be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Time (US), on March 13, 2025, or at such later time as the Company or its outside counsel, Byrd Law Group, may request
via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated March 7, 2025 to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as representatives of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Acting on behalf of itself and the several Underwriters

 ThinkEquity LLC

 By:
 /s/ Kevin Mangan

 Name:
 Kevin Mangan

 Title:
 Managing Director, Head of Equity Syndicate

 17 State Street, 41 st Floor

 Think Equity

 New York, NY 10004

 Member of NYSE, FINRA & SIPC

 Tel: 646-968-9355

CORRESP
 1
 filename1.htm

 HELIO CORPORATION
2448 Sixth Street
Berkeley, CA 94710
510-224-4495

 March 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:
 Helio Corporation (the " Company ")

 Registration Statement on Form S-1

 File No. 333-284062

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the
same will become effective at 5:00 P.M. (Eastern Time) on March 13, 2025 , or at such later time as the Company or its outside
counsel, Byrd Law Group, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

 At the time of effectiveness, we kindly request that you call James
S. Byrd, Esq. of the Byrd Law Group, the Company's counsel, at 407-312-4405to confirm that the Registration Statement is effective.
Thank you in advance for your time and assistance.

 Very truly yours,

 HELIO CORPORATION

 By:
 /s/ Gregory T. Delory

 Name:
 Gregory T. Delory

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 March 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Helio Corporation

 Registration Statement on Form S-1

 File No. 333-284062

 Withdrawal of Prior Acceleration Request

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on March 10, 2025, in which we requested the acceleration
of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m., Eastern Time (US), on March 11, 2025. We
are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw
our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

 Very truly yours,

 ThinkEquity LLC

 By:
 /s/ Kevin Mangan

 Name:
 Kevin Mangan

 Title:
 Managing Director,
Head of Equity Syndicate

 Think Equity

 17 State Street, 41 st Floor

 Member of NYSE, FINRA & SIPC

 New York, NY 10004

 309232907v2

 Tel: 646-968-9355

CORRESP
 1
 filename1.htm

 HELIO CORPORATION
2448 Sixth Street
Berkeley, CA 94710
510-224-4495

 March11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:
 Withdrawal of Acceleration Request

 Helio Corporation (the " Company ")

 Registration Statement on Form S-1

 File No. 333-284062

 Ladies and Gentlemen:

 On behalf of Helio Corporation (the "Company"),
this letter will serve to withdraw the Company's request for acceleration of the above-referenced Registration Statement filed as
correspondence via Edgar on Monday, March 10 2025.

 The Company is no longer requesting that such
Registration Statement be declared effective at 5:00 p.m., Eastern Time, on Tuesday, March 11, 2025, and we hereby formally withdraw our
request for acceleration of the effective date.

 Thank you in advance for your time and assistance.

 Very truly yours,

 HELIO CORPORATION

 By:
 /s/ Gregory T. Delory

 Name:
 Gregory T. Delory

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 HELIO CORPORATION
2448 Sixth Street
Berkeley, CA 94710
510-224-4495

 March 10, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Helio Corporation (the " Company ")

 Registration Statement on Form S-1

 File No. 333-284062

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the
same will become effective at 5:00 P.M. (Eastern Time) on March 11, 2025 , or at such later time as the Company or its outside counsel, Byrd Law Group, may request via a telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission.

 At the time of effectiveness, we kindly request that you call Philip
Magri, Esq. of the Byrd Law Group, the Company's counsel, at 954-303-8027 to confirm that the Registration Statement is effective.
Thank you in advance for your time and assistance.

 Very truly yours,

 HELIO CORPORATION

 By:
 /s/ Gregory T. Delory

 Name:
 Gregory T. Delory

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 March 10, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Helio Corporation

 Registration Statement on Form S-1

 F ile No. No. 333-284062

 Acceleration Request

 Requested Date:
 March 11, 2025

 Requested Time:
 5:00 p.m. Eastern Time (US)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), we, as underwriter, hereby join
in the request of Helio Corporation that the effective date of the Registration Statement be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Time (US), on March 11, 2025, or at such later time as the Company or its outside counsel, Byrd Law Group, may request
via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated February 21, 2025 to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as representatives of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Acting on behalf of itself and the several Underwriters

 ThinkEquity LLC

 By:
 /s/ Kevin Mangan

 Name:
 Kevin Mangan

 Title:
 Managing Director, Head of Equity Syndicate

 17 State Street, 41 st Floor

 Think Equity
 New York, NY 10004

 Member of NYSE, FINRA & SIPC
 Tel: 646-968-9355

CORRESP
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HELIO CORPORATION

2448 Sixth Street

Berkeley, CA 94710

(510) 224-4495

March 7, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Kevin Stertzel, Melissa Gilmore, Bradley Ecker, Evan Ewing

    Re:
    Helio Corp /FL/

    Amendment No. 4 to Registration Statement on Form S-1

    Filed on March 6, 2025

    File No. 333-284062

Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,

We are in receipt of your comment letter dated
March 7, 2025 in the above referenced matter. This letter and a publicly filed revised version of the Registration Statement (the “Registration
Statement”) are being submitted with the Securities and Exchange Commission (the “Commission”) via EDGAR
concurrently.

Our response is set forth in ordinary type beneath
the corresponding comment raised by the staff of the Commission (“Staff”) in its letter, which comment is set out
in bold type.

Form S-1 filed March 6, 2025

General

    1.

    Please revise the legal opinion to address the legality the Units.
    Refer to Section

    II.B.1.h of Staff Legal Bulletin No. 19.

RESPONSE:

We respectfully acknowledge the Staff’s
comment and have amended the legal opinion to address the legality of the Units.

    2.
    We note the updated risk factor on page 23 regarding the exclusive forum provision in the Warrant Agreement, however, we are unable to locate language supporting the disclosure that "these provisions of the Warrant will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum." Please advise or revise.

RESPONSE:

We respectfully acknowledge the Staff’s
comment and have amended the prospectus in the Registration Statement to revise the risk factor language in question to accurately reflect
the language in the Warrant Agreement.

Please direct any questions regarding the Company’s
responses or the Registration Statement to James S. Byrd at (407) 312-4405 or jim@byrdlawgroup.com.

    HELIO CORPORATION

    /s/ Gregory T. Delory

    Gregory T. Delory

    Chief Executive Officer

March 7, 2025
Gregory Delory
Chief Executive Officer
Helio Corp /FL/
2448 Sixth Street
Berkeley, CA 94710
Re:Helio Corp /FL/
Amendment No. 4 to Registration Statement on Form S-1
Filed on March 6, 2025
File No. 333-284062
Dear Gregory Delory:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration 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 registration 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 February 19, 2025 letter.
Form S-1 filed March 6, 2025
General
1.Please revise the legal opinion to address the legality the Units. Refer to Section
II.B.1.h of Staff Legal Bulletin No. 19.
2.We note the updated risk factor on page 23 regarding the exclusive forum provision in
the Warrant Agreement, however, we are unable to locate language supporting the
disclosure that "these provisions of the Warrant will not apply to suits brought to
enforce any liability or duty created by the Exchange Act or any other claim for which
the federal district courts of the United States of America are the sole and exclusive
forum." Please advise or revise.

March 7, 2025
Page 2
            Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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filename1.htm

HELIO CORPORATION

2448 Sixth Street

Berkeley, CA 94710

510-224-4495

March 4, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Withdrawal of Acceleration Request

    Helio Corporation (the “Company”)

    Registration Statement on Form S-1

    File No. 333-284062

Ladies and Gentlemen:

On behalf of Helio Corporation (the “Company”), this letter
will serve to withdraw the Company’s request for acceleration of the above-referenced Registration Statement filed as correspondence
via Edgar on Monday, March 3. 2025.

The Company is no longer requesting that such Registration Statement
be declared effective at 5:00 p.m., Eastern Time, on Wednesday, March 5, 2025, and we hereby formally withdraw our request for acceleration
of the effective date.

Thank you in advance for your time and assistance.

    Very truly yours,

    HELIO CORPORATION

    By:
    /s/ Gregory T. Delory

    Name:
    Gregory T. Delory

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

March 4, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Helio Corporation

    Registration Statement on Form S-1

    File No. 333-284062

    Withdrawal of Prior Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
with the U.S. Securities and Exchange Commission via EDGAR on March 3, 2025, in which we requested the acceleration of the effective date
of the above-captioned Registration Statement, as amended, to 5:00 p.m., Eastern Time (US), on March 5, 2025. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-captioned Registration Statement, as amended.

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Kevin Mangan

    Name:
    Kevin Mangan

    Title:
    Managing Director, Head of Equity Syndicate

    17 State Street, 41st Floor

    ThinkEquity

    New York, NY 10004

    Member of NYSE, FINRA & SIPC

    Tel: 646-968-9355

CORRESP
1
filename1.htm

HELIO CORPORATION

2448 Sixth Street

Berkeley, CA 94710

510-224-4495

March 3, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Helio Corporation (the “Company”)

    Registration Statement on Form S-1

    File No. 333-284062

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the
same will become effective at 5:00 P.M. (Eastern Time) on March 5, 2025 or as soon thereafter as is practicable.

At the time of effectiveness, we kindly request that you call Philip
Magri, Esq. of the Byrd Law Group, the Company’s counsel, at 954-303-8027 to confirm that the Registration Statement is effective.
Thank you in advance for your time and assistance.

    Very truly yours,

    HELIO CORPORATION

    By:
    /s/ Gregory T. Delory

    Name:
    Gregory T. Delory

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

March 3, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Helio Corporation

    Registration Statement on Form S-1

    File No. No. 333-284062

    Acceleration Request

    Requested Date:
    March 5, 2025

    Requested Time:
    5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter, hereby join
in the request of Helio Corporation that the effective date of the Registration Statement be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Time (US), on March 5, 2025, or at such later time as the Company or its outside counsel, Byrd Law Group, may request
via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated February 21, 2025 to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representatives of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Acting on behalf of itself and the several Underwriters

    ThinkEquity LLC

    By:
    /s/ Kevin Mangan

    Name:
    Kevin Mangan

    Title:
    Managing Director, Head of Equity Syndicate

CORRESP
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HELIO CORPORATION

2448 Sixth Street

Berkeley, CA 94710

(510) 224-4495

February 21, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Kevin Stertzel, Melissa Gilmore, Bradley Ecker, Evan Ewing

    Re:
    Helio Corp /FL/

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

    Filed on February 13, 2024

    File No. 333-284062

Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,

We are in receipt of your comment letter dated
February 19, 2025 in the above referenced matter. This letter and a publicly filed revised version of the Registration Statement (the
“Registration Statement”) are being submitted with the Securities and Exchange Commission (the “Commission”)
via EDGAR concurrently. In addition to addressing the comment raised by the staff of the Commission (the “Staff”) in
its letter, we have revised the Registration Statement to update other disclosures.

Our response is set forth in ordinary type beneath
the corresponding Staff comment, which is set out in bold type.

Registration Statement on Form S-1

General

    1.
    We note your response to comment 1 and reissue in part. Please revise to disclose Article 8.2 of your Amended and Restated Bylaws.

RESPONSE:

We respectfully acknowledge the Staff’s
comment and have amended the prospectus in the Registration Statement to disclose the forum selection provision in Article 8.2 of our
Amended and Restated Bylaws and have added an additional risk factor. Please see the section entitled Description of Capital Stock, page
65 for the disclosure and the section entitled Risk Factors, Risks Related to Legal Matters, page 22 for the applicable risk factor.

Please direct any questions regarding the Company’s
responses or the Registration Statement to James S. Byrd at (407) 312-4405 or jim@byrdlawgroup.com.

    HELIO CORPORATION

    /s/ Gregory T. Delory

    Gregory T. Delory

    Chief Executive Officer

February 19, 2025
Gregory Delory
Chief Executive Officer
Helio Corp /FL/
2448 Sixth Street
Berkeley, CA 94710
Re:Helio Corp /FL/
Amendment No. 2 to Registration Statement on Form S-1
Filed on February 13, 2025
File No. 333-284062
Dear Gregory Delory:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration 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 registration 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 February 11, 2025 letter.
Registration Statement on Form S-1
General
1.We note your response to comment 1 and reissue in part. Please revise to disclose
Article 8.2 of your Amended and Restated Bylaws.
            Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any other questions.
Sincerely,

February 19, 2025
Page 2
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

HELIO CORPORATION

2448 Sixth Street

Berkeley, CA 94710

(510) 224-4495

February 13, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Kevin Stertzel, Melissa Gilmore, Bradley Ecker, Evan Ewing

    Re:
    Helio Corp /FL/

    Amendment No. 1 to Registration Statement on Form S-1

    Filed on January 31, 2024

    File No. 333-284062

Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,

We are in receipt of your comment letter dated
February 11, 2025 in the above referenced matter. This letter and a publicly filed revised version of the Registration Statement (the
“Registration Statement”) are being submitted with the Securities and Exchange Commission (the “Commission”)
via EDGAR concurrently. In addition to addressing the comment raised by the staff of the Commission (the “Staff”) in
its letter, we have revised the Registration Statement to update other disclosures.

Our response is set forth in ordinary type beneath
the corresponding Staff comment, which is set out in bold type.

Registration Statement on Form S-1

Cover Page

    1.
    We note that your forum selection provision identifies a state court located within the State of Florida (or, if no state court located within the State of Florida has jurisdiction, the federal district court for the Middle District of Florida) as the exclusive forum for certain litigation, including any “derivative action.” Please revise the registration statement to disclose this provision and whether it applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

RESPONSE:

We respectfully acknowledge the Staff’s
comment and have amended the prospectus in the Registration Statement to disclose the forum selection provision and its applicability
under the Securities Act or Exchange Act and have added an additional risk factor. Please see the section entitled Description of Capital
Stock, page 65 and the section entitled Risk Factors, Risks Related to Legal Matters, page 22 for the applicable risk factor.

Please direct any questions regarding the Company’s
responses or the Registration Statement to James S. Byrd at (407) 312-4405 or jim@byrdlawgroup.com.

    HELIO CORPORATION

    /s/ Gregory T. Delory

    Gregory T. Delory

    Chief Executive Officer

February 11, 2025
Gregory Delory
Chief Executive Officer
Helio Corp /FL/
2448 Sixth Street
Berkeley, CA 94710
Re:Helio Corp /FL/
Amendment No. 1 to Registration Statement on Form S-1
Filed on January 31, 2025
File No. 333-284062
Dear Gregory Delory:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration 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 registration 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 January 10, 2025 letter.
Form S-1 filed January 31, 2025
General
1.We note that your forum selection provision identifies a state court located within the
State of Florida (or, if no state court located within the State of Florida has
jurisdiction, the federal district court for the Middle District of Florida) as the
exclusive forum for certain litigation, including any “derivative action.” Please revise
the registration statement to disclose this provision and whether it applies to actions
arising under the Securities Act or Exchange Act. If so, please also state that there is
uncertainty as to whether a court would enforce such provision. If the provision
applies to Securities Act claims, please also state that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.

February 11, 2025
Page 2
            Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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HELIO
CORPORATION

2448
Sixth Street

Berkeley,
CA 94710

(510)
224-4495

January 31,
2025

U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Office of
Manufacturing

100 F Street,
N.E.

Washington,
D.C. 20549

Attn: Kevin
                                            Stertzel, Melissa Gilmore, Bradley Ecker, Evan Ewing

 Re: Helio
                                            Corp /FL/

    Registration
                                            Statement on Form S-1

    Filed
                                            on December 27, 2024

File
No. 333-284062

Dear
Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,

We
are in receipt of your comment letter dated January 10, 2025 in the above referenced matter. This letter and a publicly filed revised
version of the Registration Statement (the “Registration Statement”) are being submitted with the Securities and Exchange
Commission (the “Commission”) via EDGAR concurrently. In addition to addressing the comment raised by the staff of
the Commission (the “Staff”) in its letter, we have revised the Registration Statement to update other disclosures.

Our
response is set forth in ordinary type beneath the corresponding Staff comment, which is set out in bold type.

Registration
Statement on Form S-1

Cover
Page

 1. We
                                            note that you are issuing Representative Warrants to the Representative. Please disclose
                                            this on the cover page and state that the warrants and the shares underlying the warrants
                                            are also being registered in this registration statement.

RESPONSE:

We
respectfully acknowledge the Staff’s comment and have amended the cover page of the prospectus in the Registration Statement to
disclose that the offer and sale of the warrants and the shares underlying the warrants are also being registered.

Please
direct any questions regarding the Company’s responses or the Registration Statement to James S. Byrd at (407) 312-4405 or jim@byrdlawgroup.com.

    HELIO CORPORATION

    /s/
    Gregory T. Delory

    Gregory T. Delory

    Chief Executive Officer

January 10, 2025
Gregory Delory
Chief Executive Officer
Helio Corp /FL/
2448 Sixth Street
Berkeley, CA 94710
Re:Helio Corp /FL/
Registration Statement on Form S-1
Filed on December 27, 2024
File No. 333-284062
Dear Gregory Delory:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note that you are issuing Representative Warrants to the Representative. Please
disclose this on the cover page and state that the warrants and the shares underlying
the warrants are also being registered in this registration statement.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

January 10, 2025
Page 2
            Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

October 10, 2024
Gregory Delory
Chief Executive Officer
Helio Corp /FL/
2448 Sixth Street
Berkeley, CA 94710
Re:Helio Corp /FL/
Draft Registration Statement on Form S-1
Submitted September 13, 2024
CIK No. 0001953988
Dear Gregory Delory:
            We have reviewed your draft registration statement and have the following
comment(s).
            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 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted September 13, 2024
Prospectus Summary, page 1
1.Please revise your summary to present an objective description of the challenges
and/or weakness of your business and operations. As an example only, you highlight
your competitive advantages, growth strategy and investment highlights without
equally prominent disclosure regarding your weaknesses.
Management's Discussion and Analysis of Financial Condition and Results of Operation,
page 28
Please discuss whether inflationary pressures or supply chain disruptions materially
affect your outlook or business goals. Specify whether these challenges have 2.

October 10, 2024
Page 2
materially impacted your results of operations or capital resources and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been impacted.
Description of Business, page 34
3.Please revise to include a description of your manufacturing process, and if material,
discuss the sources and availability of raw materials and the names of your principal
suppliers. Refer to Item 101(h)(4) of Regulation S-K.
4.We note your disclosure on page 12 that one of your customers accounted for 33.7%
of the company's outstanding receivables as of the year ended October 31,
2023. Please disclose whether and to what extent you rely on a single or limited
number of customers, and if required, file any material agreements with such
customer as exhibits to your registration statement.
Security Ownership of Management and Certain Securityholders, page 49
5.Please disclose the address of each beneficial owner included in the table in this
section. Refer to Item 403 of Regulation S-K.
Heliospace Corporation
Notes to the Financial Statements
Note 2: Summary of Significant Accounting Policies
Revenue Recognition, page F-7
6.We note your revenue recognition policy on page F-7; however, we do not believe the
information meets the disclosure objective of ASC 606-10-50 to provide sufficient
information to enable users of financial statements to understand the nature, amount,
timing, and uncertainty of revenue and cash flows arising from your contracts with
customers. In this regard, please expand to disclose the nature of your products and
services provided to contracts with customers for each of your revenue categories on
page F-4, whether revenue is recognized either at a point in time, such as upon
delivery or shipment of the finished product or upon customer acceptance, or over
time as the services are performed or satisfied over the contract period. Discuss
whether your contracts contain single or multiple performance obligations and
whether they are distinct, and how they are satisfied in recognizing revenue and
allocating the transaction price. Refer to the disclosure requirements in ASC 606-10-
50.
Item 15. Recent Sales of Unregistered Securities, page II-1
7.We note your issuance of an aggregate of $1,000,000 in convertible notes. If required,
please revise to disclose these transactions in this section, including the exemption
from registration claimed.
Signatures, page II-4
8.Please revise to provide the information required by Instruction 1 to Signatures of
Form S-1.

October 10, 2024
Page 3
            Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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WEB3 CORPORATION

6901 TPC Dr., Ste. 200

Orlando, Fl. 32822

Ms. Aisha Adegbuyi

Mr. Christian Windsor

United States Securities and Exchange Commission

Washington, D.C.

    Re:

    Web3 Corporation

    Post-Qualification Amendment No. 1 to Offering
    Statement on Form 1-A

    Filed June 30, 2023

    File No. 024-12064

Dear Ms. Adegbuyi and Mr. Windsor,

We are in receipt of your Comment Letter dated
July 17, 2023 in the referenced matter. We hereby respond to same as follows:

Business, page 13

 1. Please disclose whether Celebrity Cigars or TestDrive Live
has generated any revenue, and the amount of revenue generated during the past fiscal year and interim period, if any. Similarly, please
disclose any operating profits for either Celebrity Cigars or TestDrive Live.

RESPONSE: WE HAVE AMENDED THE OFFERING
DOCUMENT TO DISCLOSE THAT NEITHER CELEBRITY CIGARS, INC., NOR TESTDRIVE LIVE, INC. HAVE GENERATED ANY REVENUE OR PROFIT TO DATE.

 2. Please disclose the costs of acquiring Celebrity Cigars and
TestDrive Live. To the extent that you purchased one or both of the businesses using your securities please disclose the number of shares
issued, and the implied cost per share for your acquisition of either Celebrity Cigars or TestDrive Live.

RESPONSE: WE HAVE AMENDED THE OFFERING DOCUMENT
TO DISCLOSE THAT NEITHER OF THESE ENTITIES WERE “ACQUIRED” AS ONGOING BUSINESSES, RATHER THE SHARES OF BOTH ENTITIES WERE
ISSUED TO THE COMPANY AS A FOUNDING SHAREHOLDER OF THESE START UP BUSINESSES.

Description of Exhibits, page 42

 3. Please include the purchase contracts for your acquisition
of Celebrity Cigars and TestDrive Live in your next post qualification amendment. Please see Item 17(6) of Form 1-A.

RESPONSE: PER OUR RESPONSE TO #2 ABOVE,
THERE ARE NO ACQUISITION AGREEMENTS FOR THESE TRANSACTIONS AND WE HAVE DISCLOSED SAME IN OUR AMENDED OFFERING DOCUMENT.

General

In your Form 1-A you state that “[t]here are 6,217,500 shares
that have been purchased and granted but none have been issued to date. Issuance is pending for all.” Please disclose how you plan
to offer those shares given that you have disclosed that this offering consists of 1,000,000 shares of Class “A” common stock.

RESPONSE: WE HAVE AMENDED THE OFFERING DOCUMENT
TO REFLECT THE TOTAL NUMBER OF SHARES AS 6,217,500, INCLUDING SHARES ISSUED TO OFFICERS AND DIRECTORS, SHARES SOLD IN THE ORIGINAL OFFERING
AND THE 1,000,000 SHARES TO BE OFFERED UNDER THE FORM 1-A POS.

    Respectfully Submitted,

    Jim Byrd

    Director and CFO

United States securities and exchange commission logo
July 17, 2023
Jim Byrd
Chief Financial Officer & Director
Web3 Corporation
6901 TPC Dr.,
Suite 200
Orlando, FL 32822
Re:Web3 Corporation
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
Filed June 30, 2023
File No. 024-12064
Dear Jim Byrd:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A filed June 30, 2023
Business, page 13
1.Please disclose whether Celebrity Cigars or TestDrive Live has generated any revenue,
and the amount of revenue generated during the past fiscal year and interim period, if
any.  Similarly, please disclose any operating profits for either Celebrity Cigars or
TestDrive Live.
2.Please disclose the costs of acquiring Celebrity Cigars and TestDrive Live.  To the extent
that you purchased one or both of the businesses using your securities please disclose the
number of shares issued, and the implied cost per share for your acquisition of either
Celebrity Cigars or TestDrive Live.

 FirstName LastNameJim  Byrd
 Comapany NameWeb3 Corporation
 July 17, 2023 Page 2
 FirstName LastName
Jim  Byrd
Web3 Corporation
July 17, 2023
Page 2
Description of Exhibits , page 42
3.Please include the purchase contracts for your acquisition of Celebrity Cigars and
TestDrive Live in your next post qualification amendment.  Please see Item 17(6) of Form
1-A.
General
4.In your Form 1-A you state that "[t]here are 6,217,500 shares that have been purchased
and granted but none have been issued to date.  Issuance is pending for all."  Please
disclose how you plan to offer those shares given that you have disclosed that this offering
consists of 1,000,000 shares of Class “A” common stock.
            Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-
3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Stirling Bridge Group,
Inc.

37 N. Orange Ave., Ste.
500

Orlando, Fl. 32801

December 20, 2022

REQUEST FOR QUALIFICATION

Mr. Robert Arzonetti

Mr. J. Nolan McWilliams

Re: Stirling Bridge Group, Inc.

Form 1/A – Filed November 17, 2022,
as last amended December 16, 2022

File No. 024-12064

Dear Messrs. Arzonetti and McWilliams,

On behalf of Stirling
Bridge Group, Inc. (the “Company”), I hereby request qualification of the above-referenced Form 1/A on Thursday, December
22, 2022, at 4:00 PM, or as soon thereafter as is practicable.

In making this request, the Company acknowledges
that:

    ●
    Should the Commission or the
    staff, acting pursuant to delegated authority, qualify the filing, 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 qualifying the filing, does not relieve the Company from its full responsibility
    from the adequacy and accuracy of the disclosure in the filing; and

    ●
    The Company may not assert
    staff comments and/or qualification 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,

    /s/
    Jim Byrd

    President and CEO

    Stirling Bridge Group, Inc.

United States securities and exchange commission logo
December 16, 2022
James Byrd
Chief Executive Officer
Stirling Bridge Group, Inc
37 N. Orange Ave.
Suite 500
Orlando, FL 32801
Re:Stirling Bridge Group Inc
Amendment No. 2 to Offering Statement on Form 1-A
Filed December 7, 2022
File No. 024-12064
Dear James Byrd:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 6, 2022 letter.
Amended Offering Statement filed December 7, 2022
Cover Page
1.Please refer to your response to comment 1. Please revise the first bolded legend on
the offering circular cover page to conform with the legend required by Rule 253(f) of the
Securities Act. See section (a)(3) of Part II to Form 1-A.

 FirstName LastNameJames Byrd
 Comapany NameStirling Bridge Group, Inc
 December 16, 2022 Page 2
 FirstName LastName
James Byrd
Stirling Bridge Group, Inc
December 16, 2022
Page 2
            Please contact Robert Arzonetti at (202) 551-8819 or J. Nolan McWilliams, Acting Legal
Branch Chief, at (202) 551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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STIRLING
BRIDGE GROUP, INC.

37
N. ORANGE AVE., STE. 500

ORLANDO,
FL. 32801

December
16, 2022

Mr.
Robert Arzonetti

Mr.
J. Nolan McWilliams

United
States Securities and Exchange Commission

Washington,
DC

Re:
Amendment No. 2 to Offering Statement on Form 1-A Filed November 30, 2022

File
No. 024-12064

Dear
Messrs. Arzonetti and Williamson,

Stirling
Bridge Group, Inc. is in receipt of your Comment Letter dated December 16, 2022 and responds to same as follows:

Cover
Page

1.
Please refer to your response to comment 1. Please revise the first bolded legend on the offering circular cover page to conform with
the legend required by Rule 253(f) of the Securities Act. See section (a)(3) of Part II to Form 1-A.

RESPONSE:
We have filed an Amended Form 1-A as of today and we have included the Legend specified in Rule 253(f) accordingly.

    Stirling
    Bridge Group, Inc.

    By:
    /s/ Jim
    Byrd

    Jim
    Byrd, President

CORRESP
1
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STIRLING BRIDGE GROUP, INC.

37 N. ORANGE AVE., STE. 500

ORLANDO, FL. 32801

December 7, 2022

Mr. Robert Arzonetti

Mr. J. Nolan McWilliams

United States Securities and Exchange Commission

Washington, DC

Re: Amendment No. 1 to Offering Statement on Form
1-A Filed November 30, 2022

File No. 024-12064

Dear Messrs. Arzonetti and Williamson,

Stirling Bridge Group, Inc. is in receipt of your Comment
Letter dated November 29, 2022 and responds to same as follows:

Cover Page

 1. Please refer to your response to comment 1. Please revise the offering circular cover page to include
all the information required by Item 1 to Part II to Form 1-A, including but not limited to:

 • A cross-reference to the risk factors section, including the page number, in a prominent type or other
manner;

 • A cross-reference to the section disclosing the information required by Item 14 of Part II to Form
1-A;

 • In Part I of your filing you indicate that you are conducting a “best efforts” offering.
Please revise your cover page to include the information required by the second chart of Item 1(e) of Part II to Form 1-A; and

 • Revise the first bolded legend to comply with section (a)(3) of Part II to Form 1-A.

RESPONSE: We have filed an Amended Form 1-A as of today
and we have addressed the comments raised above.

    Stirling Bridge Group, Inc.

    By: /s/ Jim Byrd

    Jim Byrd, President

United States securities and exchange commission logo
December 6, 2022
James Byrd
Chief Executive Officer
Stirling Bridge Group, Inc
37 N. Orange Ave.
Suite 500
Orlando, FL 32801
Re:Stirling Bridge Group Inc
Amendment No. 1 to Offering Statement on Form 1-A
Filed November 30, 2022
File No. 024-12064
Dear James Byrd:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 29, 2022 letter.
Amended Offering Statement filed November 30, 2022
Cover Page
1.Please refer to your response to comment 1.  Please revise the offering circular cover page
to include all the information required by Item 1 to Part II to Form 1-A, including but not
limited to:

•A cross-reference to the risk factors section, including the page number, in a
prominent type or other manner;
•A cross-reference to the section disclosing the information required by Item 14 of
Part II to Form 1-A;

 FirstName LastNameJames Byrd
 Comapany NameStirling Bridge Group, Inc
 December 6, 2022 Page 2
 FirstName LastName
James Byrd
Stirling Bridge Group, Inc
December 6, 2022
Page 2
•In Part I of your filing you indicate that you are conducting a “best efforts” offering.
Please revise your cover page to include the information required by the second chart
of Item 1(e) of Part II to Form 1-A; and
•Revise the first bolded legend to comply with section (a)(3) of Part II to Form 1-A.
            Please contact Robert Arzonetti at 202-551-8819 or J. Nolan McWilliams, Acting Legal
Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

STIRLING BRIDGE GROUP, INC.

37 N. ORANGE AVE., STE. 500

ORLANDO, FL. 32801

November 30, 2022

Mr. Robert Arzonetti

Mr. J. Nolan McWilliams

United States Securities and Exchange Commission

Washington, DC

 Re: Stirling Bridge Group, Inc.

Form 1-A filed November 17, 2022

File No. 024-12064

Dear Messrs. Arzonetti and Williamson,

Stirling Bridge Group, Inc. is in receipt of your
Comment Letter dated November 29, 2022 and responds to same as follows:

Cover page

 1. Please revise the offering circular cover page to include all
the information required by Item 1 to Part II of Form 1-A, including a fixed price or range, a cross reference to the risk factors, and
all required legends.

Response:	We have amended and refiled the Form 1-A accordingly.

 2. Please file a copy of the auditor’s consent to the use
of its audit report in your amended Form 1-A. Refer to Item 17 of the General Instructions to Form 1-A.

Response: We have attached the auditor’s consent
as an Exhibit to our Form 1-AA.

    Stirling Bridge Group, Inc.

    By:
    /s/ Jim Byrd

    Jim Byrd, President

United States securities and exchange commission logo
November 29, 2022
James Byrd
Chief Executive Officer
Stirling Bridge Group, Inc
37 N. Orange Ave.
Suite 500
Orlando, FL 32801
Re:Stirling Bridge Group Inc
Offering Statement on Form 1-A
Filed November 17, 2022
File No. 024-12064
Dear James Byrd:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed November 17, 2022
Cover page
1.Please revise the offering circular cover page to include all the information required by
Item 1 to Part II of Form 1-A, including a fixed price or range, a cross reference to the risk
factors, and all required legends.
Index to Exhibits, page 34
2.Please file a copy of the auditor’s consent to the use of its audit report in your amended
Form 1-A. Refer to Item 17 of the General Instructions to Form 1-A.
            We will consider qualifying your offering statement at your request.  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

 FirstName LastNameJames Byrd
 Comapany NameStirling Bridge Group, Inc
 November 29, 2022 Page 2
 FirstName LastName
James Byrd
Stirling Bridge Group, Inc
November 29, 2022
Page 2
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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Robert Arzonetti at 202-551-8819 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance