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iQSTEL INC.

May 29, 2026

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Mariam Mansaray

Division of Corporation Finance

Office of Life Sciences

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	iQSTEL Inc.

Registration Statement on Form S-1

Filed May 22, 2026

File No. 	333-296142

Dear Ms. Mansaray:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, iQSTEL Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on
Form S-1 to 4:00 PM Eastern Standard Time on June 2, 2026, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

By:

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

(954) 951-8191

May 12, 2026
Leandro Iglesias
Chief Executive Officer
IQSTEL Inc.
The Corporate Place, Inc.
601 E. Charleston Blvd. Ste. 100
Las Vegas, NV 89104
Re: IQSTEL Inc.
Draft Registration Statement on Form S-1
Submitted May 06, 2026
CIK No. 0001527702
Dear Leandro Iglesias:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Mariam Mansaray at 202-551-6356 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Scott Doney

February 19, 2025
Alvaro Quintana Cardona
Chief Financial Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Form 10-K for the Year Ended December 31, 2023
Response dated February 18, 2025
FIle No. 000-55984
Dear Alvaro Quintana Cardona:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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iQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

February 18, 2025

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Anastasia Kaluzienski

Re: iQSTEL Inc

Form 10-K for the Year Ended
December 31, 2023

Response dated February 5,
2025

File No. 000-55984

Dear Anastasia Kaluzienski:

I write on behalf of iQSTEL Inc. (the “Company”)
in response to Staff’s letter of February 12, 2025, by the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Commission”) regarding the above-referenced file number (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering
used in the Comment letter.

Form 10-K for the Year Ended December 31,
2023 Audited Financial Statements

Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11

 1. We
note your response to prior comment 1 and your response to comment 2 in your letter dated December 4, 2024. Disclose as part of your
revenue recognition policy disclosure your basis for reporting revenue on a gross basis. In your response to this comment, please provide
us example disclosure of what you will provide in future filings.

In response to this comment, the Company
will disclose in future filings its revenue recognition policy as follow:

Revenue
Recognition

The Company
recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services
are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers
persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.

Usage charges
refer to the fees that customers are billed based on their actual usage of the services. For voice services, this typically means charges
based on the duration of calls made. For SMS (text messaging), it usually means charges per message sent. Other recurring charges
are referred to charges for services such as (1) Global DIDs, (2) Global Toll-Free Numbers, (3) PBX (Private Branch Exchange) for small
businesses, and (4) SIP Trunking. The provision of these services usually has set-up fees and are offered on a subscription or month-to-month
basis.

Revenue is reported on a gross basis since the Company
acts as the principal in the transaction, meaning it has control over the goods or services before they are transferred to the customer.
This includes having the primary responsibility for fulfilling the contract and determining the price.

The Company
recognizes revenue from telecommunication services in accordance with ASC 606. Topic 606 establishes a comprehensive 5 step framework
for determining revenue recognition. Under this framework, the Company considers each service a single performance obligation, since typically,
the Company provides a series of distinct services.

The application
of the 5 step Topic 606 revenue recognition framework to the Company's operations is depicted as follows:

    Topic 606 Conceptual Framework
    Related Company Policy & Procedures

    Step 1 Identify the contract(s) with customer

    A contract is defined as an approved mutual agreement between the Company
    and a customer setting performance obligation, and criteria that must be met in accordance with the Company's customary commercial business
    practices and entered into with the probable expectation that all estimated consideration will be realized in the ordinary course of business.

    Step 2 Identify the performance obligations

    Performance obligations are identified in the customer agreement, and any
    subsequent amendments stated in per minute, time and message usage criteria. The Company considers each service a single performance obligation,
    including instances where the Company provides a series of services that are substantially the same and have the same pattern of transfer.

    Step 3 Determine the transaction price

    The transaction price is determined at contract inception and is subsequently
    reviewed periodically to reflect applicable rate amendments, trends in regulatory, market conditions and usage of service by a customer.
    The transaction price excludes amounts collected on behalf of third parties such as sales taxes and regulatory fees.

    Step 4 Allocate the transaction price to the performance obligations

    The transaction price is allocated to each performance obligation
    based on the standalone contractual selling price of the time measured service, net of any related discount.

    Step 5 Recognize revenue when the entity satisfies
    a performance obligation

    The Company recognizes revenues from contracts with
    customers when control of the usage of the services has been transferred to the customer, as recorded and measured by the Company's internal
    information systems. Revenues are recognized at the probable amount of consideration expected in exchange for transferring control of
    usage.

      2

 2. We note your response to prior comment 1. Please expand your revenue recognition policy, business, and
MD&A disclosures in future filings so that the nature of your revenue generating business including your customers, the services you
provide, your performance obligations, the vendor networks you utilize, and the cash flows in your arrangements are wholly transparent
to readers, consistent with what was communicated to us in your letters dated February 5, 2025 and December 4, 2024. In this regard, an
illustration of the usage and provision of services similar to what you provided to us in your response may be helpful. In your response
to this comment please provide us with examples of the disclosures you will provide.

In response to this comment, the Company
will expand in future filings its revenue recognition policy as was described in the previous item above.

With respect to the Business Section, the Company
will structure the content of this section including the following:

 • Business description overview: identifying the Company with mentions
to the industries it is engaged in and countries where it has a commercial presence.

 • Subsidiaries: the Company will identify each subsidiary with details
of the country where it is incorporated, the services provided, main customers served and main market served.

 • Corporate history: the Company will update with the most relevant
milestones.

 • Regulation: describing all rules and regulations the Company must
observe for all businesses and services provided.

 • Employees: indicating the number of employees, the cities where they
are located, Company recruiting, retaining and compensation practices.

In addition to the above information, much of which
has been included in our past filings, and with the purpose of fulfilling the request of the Commission, the Company will include:

 • Description of services provided.

 • Revenue classified by services.

 • Description of networks components, the transfer of services and cash flows
with diagrams and illustrations.

 • The specific performance obligations as detailed in our response letter
dated December 4, 2024.

 3. We note in your response to prior comment 1 you refer to an answer-seizure ratio ("ASR"). Please
tell us whether management uses key performance indicators or usage metrics, such as ASR, in managing the business. If so, please disclose
and discuss in future filings or explain why you believe the metrics would not be key indicators of the Company’s operating performance.
Refer to Item 303(a) of Regulation S-K and Section III.B.1 of SEC Release No. 33-8350.

In response to this comment, the Company understands
the primary objective of financial disclosures, as outlined in Item 303(a) of Regulation S-K and Section III.B.1 of SEC Release No. 33-8350,
is to provide investors with a comprehensive understanding of the Company's financial condition, changes in financial condition, and results
of operations. This includes discussing factors that may impact on the Company's future financial performance and enabling investors to
make informed decisions. While technical metrics are valuable for internal management and operational purposes, they do not necessarily
fulfill the requirements of financial disclosures aimed at investors. Financial metrics such as revenue, net income, operating expenses,
cash flow, and EBITDA are more relevant and meaningful for investor assessments. These metrics provide a clear picture of the company's
financial health, performance, and growth prospects.

To ensure that our financial disclosures are aligned
with investor needs and regulatory requirements, the Company proposes focusing on financial metrics that directly impact the Company's
financial performance. This includes metrics that reflect revenue generation, cost management, profitability, and cash flow. By providing
investors with relevant financial information, the Company is able to enhance transparency, build investor confidence, and support informed
investment decisions.

Sincerely

/s/ Alvaro Cardona

Alvaro Cardona

Chief Financial Officer

      3

February 12, 2025
Alvaro Quintana Cardona
Chief Financial Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Form 10-K for the Year Ended December 31, 2023
Response dated February 5, 2025
FIle No. 000-55984
Dear Alvaro Quintana Cardona:
            We have reviewed your February 5, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our January
27, 2025 letter.
Form 10-K for the Year Ended December 31, 2023
Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
1.We note your response to prior comment 1 and your response to comment 2 in your
letter dated December 4, 2024. Disclose as part of your revenue recognition policy
disclosure your basis for reporting revenue on a gross basis. In your response to this
comment, please provide us example disclosure of what you will provide in future
filings.
We note your response to prior comment 1. Please expand your revenue
recognition policy, business, and MD&A disclosures in future filings so that the
nature of your revenue generating business including your customers, the services you
provide, your performance obligations, the vendor networks you utilize, and the cash 2.

February 12, 2025
Page 2
flows in your arrangements are wholly transparent to readers, consistent with what
was communicated to us in your letters dated February 5, 2025 and December 4,
2024. In this regard, an illustration of the usage and provision of services similar to
what you provided to us in your response may be helpful. In your response to this
comment please provide us with examples of the disclosures you will provide.
3.We note in your response to prior comment 1 you refer to an answer-seizure ratio
("ASR"). Please tell us whether management uses key performance indicators or
usage metrics, such as ASR, in managing the business. If so, please disclose and
discuss in future filings or explain why you believe the metrics would not be key
indicators of the Company’s operating performance. Refer to Item 303(a) of
Regulation S-K and Section III.B.1 of SEC Release No. 33-8350.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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iQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

February 5, 2025

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Anastasia Kaluzienski

Re: iQSTEL Inc

Form 10-K for the Year Ended
December 31, 2023

Response dated December 4,
2024

File No. 000-55984

Dear Anastasia Kaluzienski:

I write on behalf of iQSTEL Inc. (the “Company”)
in response to Staff’s letter of January 27, 2025, by the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Commission”) regarding the above-referenced file number (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering
used in the Comment letter.

Form 10-K for the Year Ended December 31,
2023 Audited Financial Statements

Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11

 1. We
note in your response to prior comment 2 you identified several services including "International Voice Termination for carriers"
and “International SMS termination.” We also note costs of revenue “primarily consist of usage charges for calls terminated
in vendors’ networks." Please explain to us the Company’s role in these service arrangements and clarify if the Company
is an intermediary for calls terminated on another vendors’ network. Also, please explain:

In response to this comment, the Company’s
role in these services is to ensure seamless voice and SMS communication across international borders by establishing peering agreements
with other telecommunication entities. This is possible using sophisticated algorithms to determine the most cost-effective and reliable
paths for voice/SMS traffic, managing media protocols such as SIP (Session Initiation Protocol) and RTP (Real-time Transport Protocol)
to ensure smooth communication between different networks ensuring efficient call routing.

The Company does not act as an intermediary, the Company
acts as a transit network that allows the completion of voice calls, or SMSs connecting the network where the calls/SMSs are originated
and the network where the calls/SMSs are intended to terminate.

 • How the Company controls these services immediately prior to the service
being transferred to the customer when it appears these services are provided on another entity’s network in an instant.

In response to this comment, we must first explain
that there are different instances in the usage and provision of services. We will explain this based on the following graph:

First, we have Service Providers A and B that provide
services to end users (individuals or businesses). Suppose one person located in the USA using “Service Provider A” wants
to make a phone call or to send a SMS to another person located in Spain, where “Service Provider B” is his service provider.
Since “Service Provider A” does not have a direct interconnection with “Service Provider B”, “Service Provider
A” needs to find a third party capable to connect its network with “Service Provider B” network. Here is where the Company
plays its role. In this case, “Service Provider A” is our customer and “Service Provider B” is our vendor.

Each one, “Service Provider A” and “Service
Provider B” have their own conditions under which they provide services to their respective customers. We also have our own conditions
under which we provide services to our customers, in the graph above “Service Provider A”.

When the customer of “Service Provider A”
initiates the call, “Service Provider A” will send to us a request of service. We will check if the request of service corresponds
to a service included in the service agreement with “Service Provider A.” We can also deny the service to "Service Provider
A" if there is an unpaid balance to us, if “Service Provider A” has reached the credit limit we give them, if the codec
used by “Services Provider A” is not the correct one, if the IP used by “Service Provider A” is not in our white
lists, or if there is congestion in the networks, among other technical conditions. Subsequently, “Service Provider B” will
also perform similar checks with respect to our service request. If we deny the service to “Service Provider A” for a reason
imputable to “Services Provider A” or inclusive for a reason imputable to us or to “Service Provider B”, “Service
Provider A” will need to find another carrier to connect with “Service Provider B”. All this happens in real time and
in milliseconds, while the call is “ringing”.

 • We note with respect to "International Voice
Termination for carriers" and “International SMS termination” services you said the Company is primarily responsible
for fulfilling the promise to provide the specified service. If true, please confirm that it is understood by your customers that the
Company is not physically capable of providing termination services on another entity’s network.

      2

In response to this comment, we confirm
our customers understand the scope of the service we provide, including in that scope the networks we can connect them to. If one of our
customers sends us a call or SMS that must be terminated in a network we are not connected to, we will return to our customer a codec
rejecting the call/SMS and indicate to them the cause of the rejection. The same happens if the cause of rejection is due to physical
limitations (i.e. congestion) or the third network (“Service Provider B” in the graph above) denies us the service. That way,
our customer can select another provider to complete the call/SMS.

It is important to mention that no carrier
can complete 100% of the requests of services to complete calls. This is known in the telecom industry as an answer-seizure ratio (ASR),
which is the percentage of telephone calls answered with respect to the total call volume. An ASR score above 60% would be considered
excellent, between 40% to 50% is considered acceptable. Anything below 40% is considered poor.

 • Tell us if the terms of your customer contracts
or your other communications (for example, marketing materials) with your customers indicate that the Company or a third party is responsible
for providing the call termination service.

Our contracts provide that we agree
to furnish to the customer, and the customer agrees to purchase from us the telecommunication services (hereinafter "Carrier Services").
We are then the party responsible for providing the services.

We also reserve the exclusive right to modify rates
and conditions included at any time but shall give the customer at least seven (7) days prior written notice of any modification. Any
such rate notice must be sent in written by an email address designated by the customer otherwise the notification will not be considered
valid and will not be effective.

We also reserve the right to immediately suspend the
respective services provided under the agreement without notice if the customer fails to timely make any monetary payment as described
in the agreement. We also may wholly or partially suspend the services, when necessary, as a consequence of maintenance and repair operations
of our systems. In such circumstances, we will inform the customer of any interruption to the network that may affect the provision of
services under the agreement. In the case of planned systems or network maintenance, we will make commercially reasonable efforts to provide
the customer with enough advance written notice and, for unforeseen or unplanned service interruptions, we give notice as soon as reasonably
practicable under the circumstances. Suspension of services shall not affect payment obligations of the customer, including, but not limited
to, payment obligations that accrued prior to the date of any suspension of services.

It is clear under the service agreement that we are
in control of the service we are supposed to provide.

 • Tell us if for a particular call, there are several
vendor networks to choose from and if the Company has discretion in selecting which vendor network to utilize to fulfill an end consumer
order.

      3

In response to this comment, the answer is yes in
both cases. We can choose from several vendor networks, and we have total discretion to select which vendor network to utilize. Considering
that the ASR in a telecommunications network is always less than 60%, as explained before, all networks involved in the call completion
chain must have more than one option through which to transmit the call so that the combined ASR is as high as possible. If calls are
not completed, no usage charges will be generated and therefore there will be no revenue.

 • Please also clarify for us the cash flows in these
arrangements. It is unclear if you first collect from customers and then share a portion of the revenue with the network vendors or if
your customers remit the net proceeds to you after deducting the third party network vendors’ share.

In response to this comment, cash flows
in the opposite direction of the call’s flow. We are responsible for payments to our vendors independently of how we collect the
revenues from our customers. Our agreements establish the following billing cycles and payment terms, which are standard in the industry:

WEEKLY: The billing cycle goes from
Monday at 12:00 AM GMT to Sunday 11:59 PM ("Billing Cycle"). Greenwich Mean Time (GMT) is the time zone for the Billing Cycle
for invoices. Customers further acknowledge that the payments for the Carrier Services are due and payable within seven (7) calendar days
following the invoice date or the corresponding Billing Cycle. In case a Billing Cycle covers two different months, two invoices shall
be issued: the first one shall cover from Monday at 12:00 AM GMT to the last day of the month at 11:59 PM. Accordingly, the second invoice
shall cover from the first day of the month at 12:00 AM GMT to next Sunday 11:59 PM.

Bl-WEEKLY: The first billing cycle shall
include the 1st day through the 15th day of each calendar month. The second billing cycle shall include the 16th day through the last
day of the calendar month (separately or collectively referred to as the "Billing Cycle(s)"). GMT is the time zone for the Billing
Cycle for invoices. Customers further acknowledge that the payments for the Carrier Services are due and payable within fifteen (15) calendar
days following the invoice date or the corresponding Billing Cycle.

MONTHLY: The billing cycle shall include the 1st day
through the last day of each calendar month (the "Billing Cycle"). GMT is the time zone for the Billing Cycle for invoices.
Customers further acknowledge that the payments for the Carrier Services are due and payable within thirty (30) calendar days following
the invoice date or the corresponding Billing Cycle.

PREPAID: All charges for the Services shall be prepaid
by Customer unless otherwise agreed to by the parties. The Company may suspend Services immediately upon consumption of the prepaid balance
held on account for Customer. All charges that accrue in excess of the prepaid balance of Customer shall be due and payable on the next
business day following depletion of the prepaid balance and/or on the business day following any notice of such consumption of the prepaid
amounts. The Company shall send weekly invoices to the Customer showing the accrued charges, the prepaid amounts applied, and other customary
billing information in the case of payments owed by Customer. GMT is the time zone for the Billing Cycle for invoices.

We have customers in all of the above Billing Cycles
and, at the same time, we have vendors to which we have payment obligations under any of those billing cycles too.

      4

Our clients do not know, nor do they have to know,
the commercial conditions that we have agreed with our vendors; just as our vendors do not know the commercial conditions that we have
agreed with our clients. Including within those commercial conditions are the Billing Cycle, the payment terms and the rates applied to
the services.

Another provision that is usually included in the
service agreements in the industry, that we adopt in all cases, is one that indicates the following: Each of Customer and Carrier,
as purchasers and recipients of the respective Services, shall be liable for all charges for such Services (subject right to dispute amounts
in good faith as set forth herein), including without limitation, and if applicable, any fraudulent usage charges. In no event shall the
party providing the Services be liable for the fraudulent or illegal use of the Services by any customers or end-users of the purchasing
party or by any other third party, or for any amounts that the purchasing party is unable to collect for any reason from its customers,
end-users, or others and such party shall fully indemnify and hold the provider of the Services harmless from any such fraudulent or uncollectible
use of Services. For the purposes of this subsection "Services" shall refer to Carrier Services, as applicable, with respect
to the telecommunications services of the providing party.

Sincerely

/s/ Alvaro Cardona

Alvaro Cardona

Chief Financial Officer

      5

January 27, 2025
Alvaro Quintana Cardona
Chief Financial Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Form 10-K for the Year Ended December 31, 2023
Response dated December 4, 2024
FIle No. 000-55984
Dear Alvaro Quintana Cardona:
            We have reviewed your December 4, 2024 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
November 8, 2024 letter.
Form 10-K for the Year Ended December 31, 2023
Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11

We note in your response to prior comment 2 you identified several services
including "International Voice Termination for carriers" and “International SMS
termination.” We also note costs of revenue “primarily consist of usage charges for
calls terminated in vendors’ networks." Please explain to us the Company’s role in
these service arrangements and clarify if the Company is as an intermediary for calls
terminated on another vendors’ network. Also, please explain:
How the Company controls these services immediately prior to the service being
transferred to the customer when it appears these services are provided on another •1.

January 27, 2025
Page 2
entity’s network in an instant.
•We note with respect to "International Voice Termination for carriers" and
“International SMS termination” services you said the Company is primarily
responsible for fulfilling the promise to provide the specified service. If true,
please confirm that it is understood by your customers that the Company is not
physically capable of providing termination services on another entities network.
•Tell us if the terms of your customer contracts or your other communications (for
example, marketing materials) with your customers indicate that the Company or
a third party is responsible for providing the call termination service.
•Tell us if for a particular call, there are several vendor networks to choose from
and if the Company has discretion in selecting which vendor network to utilize to
fulfill an end consumer order.
•Please also clarify for us the cash flows in these arrangements. It is unclear if you
first collect from customers and then share a portion of the revenue with the
network vendors or if your customers remit the net proceeds to you after
deducting the third party network vendors’ share.

            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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iQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

December 4, 2024

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Anastasia Kaluzienski

Re: iQSTEL Inc

Form 10-K for the Year Ended
December 31, 2023

File No. 000-55984

Dear Anastasia Kaluzienski:

I write on behalf of iQSTEL Inc. (the “Company”)
in response to Staff’s letter of November 8, 2024, by the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Commission”) regarding the above-referenced file number (the Comment Letter”).

Paragraph numbering used for each response corresponds
to the numbering used in the Comment letter.

Form 10-K for the Year Ended
December 31, 2023

Audited Financial Statements

Note 2. Summary of Significant
Accounting Policies

Revenue Recognition, page F-11

1. We note
the Company recognizes revenue related to "monthly usage charges and

other recurring
charges" during the period in which the telecommunication services are rendered. Please expand your revenue recognition policy and
explain to us:

•
the specific performance obligations of the Company in its contracts with its customers;

• what
is specifically being used that results in "usage" charges; and

• the
nature of the "other recurring charges" and the services provided resulting in revenue recognition.

In response to this comment, the Company recognizes
revenue from contracts with customers in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (ASC
606). ASC 606, along with its related amendments, requires companies to recognize revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration to which they expect to be entitled in exchange for those goods
or services. The standard prescribes the following five-step model for recognizing revenue, the application of which may require significant
judgment:

 1. Identify the contract with a customer.

 2. Identify the performance obligations in the contract.

 3. Determine the transaction price.

 4. Allocate the transaction price to performance obligations in the contract.

 5. Recognize revenue as performance obligations are satisfied.

      1

The Company
recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services
are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers
persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.

With respect to the
specific performance obligations of the Company in its contracts with its customers, our standard service agreement stablishes
the following:

 • The Company agrees to furnish to Customer, and Customer agrees to purchase
from the Company, International Long Distance telecommunication services and/or SMS services at the rates agreed to in writing by the
Parties.

 • The Company will provide, operate and maintain communications equipment,
international links and network administration and support in the United States and other countries as may be agreed upon.

 • The Company will be responsible for its own expenses and will provide, operate,
and maintain transmission facilities required to link its domestic network with the other Party's nearest point of presence (POP).

 • The Company shall provide the Customer with all required IP network addresses,
Domain Name Server (DNS) information and, if necessary, the associated prefixes used to exchange voice traffic as provided on the provisioning
form.

 • The Company shall take all appropriate security measures to protect its
network from fraudulent traffic coming from unknown or unauthorized sources. Any and all IP and network information received by the Company
from Customers for the purposes of this agreement shall be held in strict confidentiality, and disclosed only to those employees or personnel
with a need to know. The Company shall inform Customers as soon as practical of any possible breaches or hacking of its or its Customers’
networks, and take the necessary measures to block or prevent unauthorized traffic.

With respect to what
is specifically being used that results in "usage" charges, in the telecom voice and SMS business services, usage
charges refer to the fees that customers are billed based on their actual usage of the services. For voice services, this typically means
charges based on the duration of calls made. For SMS (text messaging), it usually means charges per message sent.

With
respect to the nature of the "other recurring charges" and the services provided
resulting in revenue recognition, these are referred to charges for services such as (1) Global
DIDs, (2) Global Toll-Free Numbers, (3) PBX (Private Branch Exchange) for small businesses, and (4) SIP Trunking. These services usually
have set-up fees and are offered in a subscription or month-to-month basis.

2. With respect
to each specified service promised to the end customer in your revenue arrangements, please provide us your analysis of whether the Company
is the principle or agent. Identify in this analysis each specified service being provided to the end customer and explain how the Company
controls this service. Refer to the guidance IN ASC 606-10-55-36 through 55-40. Explain to us your consideration of the indicators of
control in ASC 606-10-55-39.

      2

    Service Provided
    Condition in which the service is provided
    How the Company controls the service (ASC 606-10-55-39)
    Reference to ASC 606

    International Voice Termination for carriers
    Principle

    The Company is primarily responsible for fulfilling the promise to
    provide the specified service.

    The Company has discretion in establishing the price for
    the specified service.

    606-10-55-37

    606-10-55-37A

    606-10-55-37B

    International SMS termination
    Principle

    The Company is primarily responsible for fulfilling the promise to
    provide the specified service.

    The Company has discretion in establishing the price for
    the specified service.

    606-10-55-37

    606-10-55-37A

    606-10-55-37B

    Global DIDs
    Principle

    The Company is primarily responsible for fulfilling the promise to
    provide the specified service.

    The Company has discretion in establishing the price for
    the specified service.

    The Company has an inventory risk for the acquisition of a DID numbers
    before the service is provided to the customers.

    606-10-55-37

    606-10-55-37A

    606-10-55-37B

    Global Toll-Free Numbers.
    Principle

    The Company is primarily responsible for fulfilling the promise to
    provide the specified service.

    The Company has discretion in establishing the price for
    the specified service.

    The Company has an inventory risk for the acquisition of a DID numbers
    before the service is provided to the customers.

    606-10-55-37

    606-10-55-37A

    606-10-55-37B

    PBX
    Principle

    The Company is primarily responsible for fulfilling the promise to
    provide the specified service.

    The Company has discretion in establishing the price for
    the specified service.

    606-10-55-37

    606-10-55-37A

    606-10-55-37B

    SIP Trunking
    Principle

    The Company is primarily responsible for fulfilling the promise to
    provide the specified service.

    The Company has discretion in establishing the price for
    the specified service.

    606-10-55-37

    606-10-55-37A

    606-10-55-37B

      3

The Company provides all services to the customers
by using its own network infrastructure, and if the Company does not allow the customers to have access to that network infrastructure,
the customers will not have access to the services.

Sincerely

/s/ Alvaro Cardona

Alvaro Cardona

Chief Financial Officer

      4

November 8, 2024
Alvaro Quintana Cardona
Chief Financial Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Form 10-K for the Year Ended December 31, 2023
FIle No. 000-55984
Dear Alvaro Quintana Cardona:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
1.We note the Company recognizes revenue related to "monthly usage charges and
other recurring charges" during the period in which the telecommunication services
are rendered. Please expand your revenue recognition policy and explain to us:
•the specific performance obligations of the Company in its contracts with its
customers;
•what is specifically being used that results in "usage" charges; and
•the nature of the "other recurring charges" and the services provided resulting in
revenue recognition.

With respect to each specified service promised to the end customer in your revenue
arrangements, please provide us your analysis of whether the Company is the
principle or agent. Identify in this analysis each specified service being provided to 2.

November 8, 2024
Page 2
the end customer and explain how the Company controls this service. Refer to the
guidance in ASC 606-10-55-36 through 55-40. Explain to us your consideration of the
indicators of control in ASC 606-10-55-39.
            In closing, 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 Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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iQSTEL, INC.

April 25, 2024

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Lauren Pierce

Division of Corporation Finance

Office of Life Sciences

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	iQSTEL, Inc.

Registration Statement on Form S-1

Filed February 13, 2024

File No. 333-277029

Dear Ms. Pierce:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, iQSTEL, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement
on Form S-1, as amended, to 4:00 PM Eastern Standard Time on April 29, 2024, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

By:

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

(954) 951-8191

United States securities and exchange commission logo
February 26, 2024
Alvaro Quintana Cardona
Chief Financial Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Registration Statement on Form S-1
Filed February 13, 2024
File No. 333-277029
Dear Alvaro Quintana Cardona:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Form S-1 filed February 13, 2024
Summary of the Offering, page 4
1.We note your disclosure that your artificial intelligence-enhanced metaverse product line
"goes beyond traditional virtual spaces by utilizing cutting-edge AI technology." It is
unclear how artificial intelligence technology relates to your business. Please provide a
more complete description of how you intend to utilize artificial intelligence in your
products and describe your current phase of development. In addition, explain the basis
for referring to your technology as “cutting-edge.”
Selling Shareholders, page 31
2.Please revise to correct the number of shares of common stock to be owned after the
offering by M2B Funding Corp. or advise. Your disclosure indicates that M2B Funding
Corp. currently beneficially owns 3,235,702 shares of common stock and will be receiving
22,222,222 shares under the Note for a total pre-offering holding of 25,457,924 shares.

 FirstName LastNameAlvaro Quintana Cardona
 Comapany NameiQSTEL Inc
 February 26, 2024 Page 2
 FirstName LastName
Alvaro Quintana Cardona
iQSTEL Inc
February 26, 2024
Page 2
Because the maximum number of shares it will be selling is 22,222,222 shares, the
disclosure should show that it will beneficially own 3,235,702 shares after the offering.
Exhibit Index, page 41
3.Please file the legality opinion as Exhibit 5.1. It appears to have been filed as Exhibit 99.1.
General
4.Please update the financial statements and other financial information in the filing to
include the year ended December 31, 2023. Refer to Rule 8-08 of Regulation S-X.
            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.
            Please contact Lauren Pierce at 202-551-3887 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

CORRESP
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iQSTEL, INC.

September 26, 2023

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Marion Graham

Division of Corporation Finance

Office of Life Sciences

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	iQSTEL, Inc.

Registration Statement on Form S-1

File No. 	333-268856

Dear Ms. Graham:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, iQSTEL, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement
on Form S-1, as amended, to 4:00 PM Eastern Standard Time on Wednesday September 27, 2023, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

By:

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

(954) 951-8191

United States securities and exchange commission logo
March 7, 2023
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
601 E. Charleston Blvd. Ste. 100
Las Vegas, NV 89104
Re:iQSTEL Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 10, 2023
File No. 333-268856
Dear Leandro Iglesias:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration 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 registration 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 January 13, 2023 letter.
Form S-1/A filed February 10, 2023
Prospectus Summary, page 1
1.We note your response to prior comment 1. Revise your disclosure to disclose that 100%
of your revenues for all periods were generated from the telecom division and that you did
not generate any revenue from the remaining three business lines: (i) fintech business line;
(ii) blockchain platform business line; and (iii) electric vehicle business line.
General
2.We note your response to prior comment 9. Please revise the filing to disclose that a
listing on Upstream is not a condition to this offering and that you have applied to list the
same class of securities as a digital security. Disclose in the filing that Upstream is

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 March 7, 2023 Page 2
 FirstName LastNameLeandro Iglesias
iQSTEL Inc.
March 7, 2023
Page 2
operated by the MERJ Exchange, which is regulated in the Seychelles and the risks and
uncertainties with listing on this exchange. Finally, disclose the rights of shareholders and
any restrictions on investors on the Upstream platform. For example, we note that U.S. or
Canadian based investors, either a Canadian citizen, U.S. citizen or permanent resident,
will not be able to buy shares on the Upstream secondary market.
3.Please refer to prior comment 10 and revise the filing to provide a materially complete
description of the tokenized shares and the process by which shareholders exchange their
common shares for the tokenized shares, including the entire lifecycle from the initial
exchange of common shares for tokenized shares through the exchange back into common
shares.  Provide a detailed explanation of how such securities are the same as the issued
and outstanding shares of common stock already registered, as well as how such shares
compare in regards to transferability and the role of the transfer agent, whether on
Upstream or otherwise. In your disclosure, please explain the role of MERJ Depository
and Registry Limited and how it interacts with the company’s U.S. transfer agent, and also
address how any "tokenized equity" is held on Upstream through MERJ Depository and
Registry Limited (e.g., whether through a shareholder's wallet or an omnibus wallet).
4.Please refer to prior comment 11 and your corresponding response. While we note that the
company is not currently planning to offer digital dividends to shareholders, the response
letter stated that "[i]f and when a digital dividend is contemplated to be issued, all
shareholders of record of the company will be entitled to the dividend." Please include this
disclosure in your filing.
5.Please refer to prior comment 12 and your corresponding response. Include risk factor
disclosure addressing the discrepancies that could result between the trading prices of
common shares on OTC and the tokenized shares on Upstream, whether resulting from
different liquidity in the markets or otherwise.
6.Please refer to prior comment 13 and your corresponding response. Revise your disclosure
to include what information is publicly available about the trading activity that occurs on
Upstream and, in particular, what information holders of common shares would have
about the trading on Upstream before making a decision to exchange their common shares
for tokenized shares.
7.We note your responses to prior comments 9 and 10. It appears that MERJ Depository
will be the record holder for the tokenized shares.  Please explain the legal relationship
between MERJ Depository and shareholders who deposit their shares with MERJ Dep.,
including the relevant governing law.  Please also explain the rights of such shareholders
in the event of a liquidation or dissolution of MERJ Depository.  Further, please compare
the legal rights of such shareholders with shareholders who own their shares in either
book-entry form or on deposit with a U.S. broker, including the various protections
afforded such shareholders under applicable law.  Finally, please add risk factor disclosure
addressing the risks to shareholders arising from any difference in such rights and
protections.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 March 7, 2023 Page 3
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
March 7, 2023
Page 3
8.We note your responses to prior comments 9 and 10. Please clarify whether holders of the
tokenized shares will receive dividend, voting, and other rights associated with ownership
of the company’s common stock and, if so, explain how they are entitled to these rights,
whether by contract and/or applicable law.  Please also clarify whether such holders have
the right to receive confirmations, proxy statements and other documents required by law
to be provided to the holders of the company’s common stock.  Finally, please clarify
whether there are any rights or preferences to which holders of tokenized shares are not
entitled.
9.It appears that U.S. citizens and residents are permitted to deposit their securities with
MERJ Depository and sell those securities on the Upstream platform operated by MERJ
Exchange.  It is not clear why MERJ Depository and MERJ Exchange are not required to
register with the Commission as a broker or dealer, national securities exchange and/or
clearing agency.  Please add a risk factor addressing the risks to shareholders in the event
that these entities are not properly registered with the Commission as a broker or dealer,
national securities exchange and/or clearing agency.
10.We note a tweet published by the company's account on February 27, 2023 regarding a
potential application to list on the NYSE. Please tell us whether the company has applied
to list on the NYSE or intends to apply to list on the NYSE. If so, please revise your
disclosure to state whether listing approval is a condition to the offering. If it is not,
include related risk factor disclosure.
11.The company's common stock is currently quoted on the OTCQX.  If you intend to list or
have applied for listing on the NYSE, please revise your corporate governance disclosure
to use the independence standards by the NYSE rather than Nasdaq.  See Item
407(a)(1)(iii) of Regulation S-K.
            Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

United States securities and exchange commission logo
January 13, 2023
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
601 E. Charleston Blvd. Ste. 100
Las Vegas, NV 89104
Re:iQSTEL Inc.
Registration Statement on Form S-1
Filed December 16, 2022
File No. 333-268856
Dear Leandro Iglesias:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed December 16, 2022
Prospectus Summary, page 1
1.Please clarify the percentage of revenue that is generated from your four business lines for
all periods presented: (i) telecom division; (ii) fintech business line; (iii) blockchain
platform business line; and (iv) electric vehicle business line.
2.We note that the Mobile App/Wallet includes the ability to buy/sell crypto.  Please revise
as follows:

•affirmatively identify all of the crypto assets that you hold or transact in;
•discuss your intentions to hold or transact in any other crypto assets and update this
disclosure in future filings as appropriate;
•describe your process, if any, for analyzing whether a particular crypto asset that

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 January 13, 2023 Page 2
 FirstName LastNameLeandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 2
you intend to hold or transact in is a "security" within the meaning of Section 2(a)(1)
of the Securities Act. Disclose that this is a risk-based judgment and does
not constitute a legal determination binding on regulators or the courts; and
•expand your risk factors to describe the specific potential consequences to you and
to investors if it is subsequently determined that you have participated in
the unregistered issuance or distribution of securities, including the specific risks
inherent in your business model that may necessitate corrective measures as a result
of judicial or regulatory actions. Prominently disclose this risk in the Summary.
Risk Factors, page 2
3.With the digital wallet offered by Global Money One and customers' ability to "Buy/Sell
Crypto" on the platform, describe any material risks related to safeguarding your, your
affiliates’, or your customers’ crypto assets. Describe any material risks to your business
and financial condition if your policies and procedures surrounding the safeguarding of
crypto assets, conflicts of interest, or comingling of assets are not effective.
4.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
5.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
Business, page 22
6.Please disclose the manner in which digital wallets are stored on behalf of third parties or
customers. For example, disclose whether the wallets are stored in cold storage, or are
connected to the internet.
7.If material to an understanding of your business, discuss any steps you take to safeguard
your customers’ crypto assets and describe any policies and procedures that are in place to
prevent self-dealing and other potential conflicts of interest, particularly in the digital
wallet through Global Money One.  Describe any policies and procedures you have
regarding the commingling of assets, including customer assets, your assets, and those of
affiliates or others.  Identify what material changes, if any, have been made to your
processes in light of the current crypto asset market disruption.
8.Provide disclosure of any significant crypto asset market developments material to

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 January 13, 2023 Page 3
 FirstName LastNameLeandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 3
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets. For example, provide disclosure pertaining to the Fintech
business line, Global Money One, and the impact of recent market events on the
company's digital wallet offering.
General
9.We note that the company issued a press release on November 7, 2022 that it has “begun
the application process to dual list its shares on Upstream."  Please disclose whether a
listing on Upstream is a condition to this offering and what security is being listed on
Upstream (i.e., common stock or tokenized equity).  Disclose whether Upstream is a
registered exchange and in what jurisdiction and the risks and uncertainties with listing on
this exchange, including any restrictions on investors in this offering.  Tell us the status of
your listing application process on Upstream.
10.We note that the Upstream website allows trading of tokenized equity of certain
companies.  Please clarify whether you intend to list the tokenized equity on Upstream.  If
so, provide a materially complete description of the tokenized shares and the process by
which shareholders exchange their common shares for the tokenized shares, including the
entire lifecycle from the initial exchange of common shares for tokenized shares through
the exchange back into common shares.  Include the company’s legal analysis as to the
characterization of the tokenized equity and whether it is the same class as the common
shares, a different class of common stock, or a security based swap.  Provide a detailed
explanation of how such securities are the same as the issued and outstanding shares of
common stock already registered, as well as how such shares compare in regards to
transferability and the role of the transfer agent, whether on Upstream or otherwise. In
your response, please explain the role of MERJ Depository and Registry Limited and how
it interacts with the company’s U.S. transfer agent, and also address how any "tokenized
equity" is held on Upstream through MERJ Depository and Registry Limited (e.g.,
whether through a shareholder's wallet or an omnibus wallet).
11.We note that the press release indicates that shareholders are eligible to receive digital
dividends. Explain whether you are planning to offer digital dividends to shareholders and
disclose the process for distribution of digital dividends, including whether the digital
dividends will be limited to those who hold the tokenized shares.
12.Please clarify whether there could be discrepancies between the trading prices of common
shares on Nasdaq and the tokenized shares on Upstream, whether resulting from different
liquidity in the markets or otherwise.
13.Please clarify what information is publicly available about the trading activity that occurs
on Upstream and, in particular, what information holders of common shares would have
about the trading on Upstream before making a decision to exchange their common shares
for tokenized shares.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 January 13, 2023 Page 4
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 4
            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.
            Please contact Marion Graham, Law Clerk, at 202-551-6521 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

CORRESP
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iQSTEL, INC.

October 18, 2022

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Kyle Wiley

Division of Corporation Finance

Office of Life Sciences

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	iQSTEL, Inc.

Registration Statement on Form S-1

File No. 	333-267278

Dear Mr. Wiley:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, iQSTEL, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement
on Form S-1, as amended, to 4:00 PM Eastern Standard Time on October 21, 2022, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

By:

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

(954) 951-8191

United States securities and exchange commission logo
October 6, 2022
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 22, 2022
File No. 333-267278
Dear Leandro Iglesias:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration 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 registration 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 September 21, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 2 and reissue this comment in part.  In this
regard, please revise the cover page to quantify the total voting power of your CEO and
CFO. For example, total voting power should include voting power granted by ownership
of both Series A Preferred Stock and Common Stock.
Selling Stockholder, page 14
2.We note the revisions made in response to prior comment 5. Please revise to also disclose
the material terms of the Registration Rights Agreement with Apollo Management.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 October 6, 2022 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
October 6, 2022
Page 2
Principal Stockholders, page 30
3.We note your response to prior comment 1 and reissue this comment in part. Please revise
your Principal Stockholders table on page 30 to disclose each beneficial owner's total
voting power.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Mitchell Austin, Staff
Attorney, at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

CORRESP
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Via EDGAR

September 22, 2022

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Kyle Wiley

Re: iQSTEL Inc

Registration Statement on Form
S-1

Filed September 2, 2022

File No. 333-267278

Dear Mr. Wiley:

I write on behalf of iQSTEL Inc. (the “Company”)
in response to Staff’s letter of September 21, 2022, by the Division of Corporation Finance of the United States Securities and
Exchange Commission (the “Commission”) regarding the above-referenced Registration Statement on Form S-1, filed September
2, 2022 (the Comment Letter”).

Paragraph numbering used for each response corresponds
to the numbering used in the Comment letter.

Form
S-1 filed September 2, 2022

Cover Page

1. We note that holders of Series
A Preferred Stock are entitled to vote together with the

holders of your common stock on
all matters submitted to stockholders at a rate of 51% of

the total vote of stockholders.
Please revise the cover page to disclose the voting and

other rights of your common stock
and Series A preferred stock. Additionally, please

revise your risk factors to discuss
risks related to these disparate voting rights. Lastly,

please revise your Principal Stockholders
table on page 30 to disclose each beneficial

owner's total voting power.

In response to this comment, the Company revised the cover page to disclose
the voting and other rights of the common stock and Series A Preferred Stock. The Company also added a risk factor related to the voting
rights and revised Principal Stockholders to disclose the beneficial owner’s voting power.

2. We note that your CEO and CFO
control over 51% of your total voting power. Please

revise the cover page to quantify
their total voting power and to describe the significant

level of control that your CEO and
CFO have over all matters requiring stockholder

approval.

In response to this comment, the Company disclosed that its CEO and CFO
control the Series A Preferred Stock, which has the power to vote 51% of the shareholder vote, and further disclosed that they have authority
over major corporate actions of the Company.

3. Cover page
disclosure indicates that the offering price in your primary offering is $1.00

per share,
while disclosure on page 34 indicates that the offering price is $0.35 per share.

Please revise
to reconcile this discrepancy.

In response to this comment, the Company revised to state $1.00 per share.

Selling Shareholder,
page 14

4. The selling
shareholder table indicates Apollo Management will own 4,800,000 shares of

common stock
after the offering if all of its shares are sold. As it appears that Apollo

Management
would not own any shares if all of its shares are sold, please revise the table

or advise.

In response to this comment, the Company revised the table to state that
Apollo Management will have zero shares after the offering.

5. Please revise
here to disclose all of the material terms of the common stock purchase

option with
Apollo Management, including when the option becomes exercisable, the

expiration
date of the option and any other material terms.

In response to this comment, the Company has included in this section the
material terms of the Common Stock Purchase Option and Registration Rights Agreement with Apollo Management.

Exhibits

6. Please file
the common stock purchase option and the registration rights agreements with

Apollo Management
as exhibits.

In response to this comment, the Company included the Common Stock Purchase
Option and Registration Rights Agreement with Apollo Management as exhibits to the registration statement.

Sincerely

/s/ Alvaro Cardona

Alvaro Cardona

Chief Financial Officer

      2

United States securities and exchange commission logo
September 21, 2022
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Registration Statement on Form S-1
Filed September 2, 2022
File No. 333-267278
Dear Mr. Iglesias:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed September 2, 2022
Cover Page
1.We note that holders of Series A Preferred Stock are entitled to vote together with the
holders of your common stock on all matters submitted to stockholders at a rate of 51% of
the total vote of stockholders.  Please revise the cover page to disclose the voting and
other rights of your common stock and Series A preferred stock.  Additionally, please
revise your risk factors to discuss risks related to these disparate voting rights.  Lastly,
please revise your Principal Stockholders table on page 30 to disclose each beneficial
owner's total voting power.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc
 September 21, 2022 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc
September 21, 2022
Page 2
2.We note that your CEO and CFO control over 51% of your total voting power.  Please
revise the cover page to quantify their total voting power and to describe the significant
level of control that your CEO and CFO have over all matters requiring stockholder
approval.
3.Cover page disclosure indicates that the offering price in your primary offering is $1.00
per share, while disclosure on page 34 indicates that the offering price is $0.35 per share.
Please revise to reconcile this discrepancy.
Selling Shareholder, page 14
4.The selling shareholder table indicates Apollo Management will own 4,800,000 shares of
common stock after the offering if all of its shares are sold.  As it appears that Apollo
Management would not own any shares if all of its shares are sold, please revise the table
or advise.
5.Please revise here to disclose all of the material terms of the common stock purchase
option with Apollo Management, including when the option becomes exercisable, the
expiration date of the option and any other material terms.
Exhibits
6.Please file the common stock purchase option and the registration rights agreements with
Apollo Management as exhibits.
            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.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Mitchell Austin, Staff
Attorney, at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

United States securities and exchange commission logo
July 16, 2021
Alvaro Cardona
Chief Financial Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Offering Statement on Form 1-A
Post-qualification Amendment No. 5
Filed July 13, 2021
File No. 024-10950
Dear Mr. Cardona:
            This is to advise you that we do not intend to review your amendment.
            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
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 Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.

Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

CORRESP
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SEC Correspondence

iQSTEL, Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

July 16, 2021

Division of Corporation Finance

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, DC 20549

Re:iQSTEL, Inc.

Offering Statement on Form POS 1-A

Amendment No. 5

Filed July 13, 2021

File No. 024-10950

To whom it may concern:

Kindly be advised that iQSTEL, Inc. (the "Company") requests that its Regulation A offering, as amended, be qualified on Wednesday, July 21, 2021 at 4:00 pm Eastern time, or as soon thereafter as is practicable.

If you would like any further information or have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Alvaro Cardona

Chief Financial Officer

CORRESP
1
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SEC Response Letter

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

July 9, 2021

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Jan Wu

Re: IQSTEL Inc.

Offering Statement on Form 1-A

Filed on February 19, 2019

File no. 024-10950

Dear Ms. Wu:

I write on behalf of IQSTEL Inc., (the “Company”) in relation to a pos qualification amendment we are doing to our offering statement, qualified on December 9, 2019 as amended with this pos qualification amendment number 5.

The amendment is referred to the offer and sale of up to an additional 56,000,000 shares of common stock onto the original 24,000,000 shares originally offered by the Company, for a revised maximum of 80,000,000 shares. We have sold a total of 59,800,000 shares of common stock so far in the offering and we plan to sell 20,200,000 additional common shares according this Amendment. This Amendment also excludes from this offering the 900,000 shares of our common stock from our selling shareholder, which were unsold in the offering; and the shares being registered for sale by the Company under this Amendment will be sold at a fixed price, which will be within a range of $0.50 to $2.00 per share, established at qualification for the duration of the offering pursuant to Rule 253(b). The Company intends to set the fixed price in a prospectus supplement filed with the SEC in accordance with Rule 253(c) and (g).

In order to present the most actual financial information we have also included in this amendment the consolidated financial statements for the three months ended March 31, 2021.

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

CORRESP
1
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SEC Correspondence

iQSTEL, Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

January 11, 2021

Jan Wu

Division of Corporation Finance

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, DC 20549

Re:iQSTEL, Inc.

Offering Statement on Form POS 1-A

Amendment No. 4

Filed January 11, 2021

File No. 024-10950

Dear Ms. Wu:

Kindly be advised that iQSTEL, Inc. (the "Company") requests that its Regulation A offering, as amended, be qualified on Wednesday, January 13, 2021 at 4:00 pm Eastern time, or as soon thereafter as is practicable.

If you would like any further information or have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Leandro Iglesias

Chief Executive Officer

CORRESP
1
filename1.htm

SEC Response Letter

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

December 21, 2020

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention:  Michael C. Foland

Re: iQSTEL Inc

Post-Effective Amendment No. 2 to Form 1-A

Filed December 3, 2020

File No. 024-10950

I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of December 17, 2020, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form POS 1-A/A, filed December 3, 2020 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

Post-Effective Amendment No. 2 to Form 1-A

General

1)We note the securities being offered are subject to a 20% discount established at qualification for the duration of the offering. Please provide details regarding the conditions under which the discount will be offered, how it will be disclosed to  investors, and its effect on the proceeds from the offering.

In response to this comment, the Company omitted the language referring to a “20% discount established at qualification” in the offering statement. The reference to a “discount” was designed to take advantage of the mechanism found in Rule 253(b) to set a range of prices, which will be fixed at post-qualification by prospectus supplement under Rule 253(c) and (g).  In place of that disclosure, the Company set a range of $0.08 to $0.10 per share as the range of prices that the Company may establish at qualification by prospectus supplement.

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

United States securities and exchange commission logo
December 17, 2020
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Post-Effective Amendment No. 2 to Form 1-A
Filed December 3, 2020
File No. 024-10950
Dear Mr. Iglesias:
            We have reviewed your amendment and have the following comment.  In our comment,
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 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 comment, we may have additional comments.
Post-Effective Amendment No. 2 to Form 1-A
General
1.We note the securities being offered are subject to a 20% discount established at
qualification for the duration of the offering.  Please provide details regarding the
conditions under which the discount will be offered, how it will be disclosed to investors,
and its effect on the proceeds from the offering.
            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
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.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc
 December 17, 2020 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc
December 17, 2020
Page 2
            Please contact Michael C. Foland, Attorney-Advisor, at (202) 551-6711 or Larry Spirgel,
Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

December 5, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed November 27, 2019
File No. 024-10950
Dear Mr. Iglesias:
            We have reviewed your amendment and do not have any comments.
            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
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.
            You may contact Michael C. Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

CORRESP
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Qualification Request

iQSTEL, Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

December 5, 2019

Michael Foland, Attorney-Advisor

Division of Corporation Finance

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, DC 20549

 Re:

 iQSTEL Inc

Offering Statement on Form 1-A

Post-qualification Amendment No. 1

Filed November 27, 2019

File No. 024-10950

Dear Mr. Foland:

Kindly be advised that iQSTEL, Inc. (the "Company") requests that its Regulation A offering, as amended, be qualified on Monday, December 9 at 4:00 pm Eastern time, or as soon thereafter as is practicable.

If you would like any further information or have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Leandro Iglesias

Chief Executive Officer

CORRESP
1
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Qualification Request

iQSTEL, Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

November 7, 2019

Paul Fischer, Staff Attorney

Division of Corporation Finance

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, DC 20549

 Re:iQSTEL, Inc.

Offering Statement on Form 1-A

Amendment No. 6

Filed October 31, 2019

File No. 024-10950

Dear Mr. Fischer:

Kindly be advised that iQSTEL, Inc. (the "Company") requests that its Regulation A offering, as amended, be qualified on Tuesday, November 12 at 4:00 pm Eastern time, or as soon thereafter as is practicable.

If you would like any further information or have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Leandro Iglesias

Chief Executive Officer

CORRESP
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SEC Response Letter

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

____________________________________________________________________________________________________________

Via EDGAR

October 29, 2019

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Paul Fisher

Re: IQSTEL Inc.

Offering Statement on Form 1-A/A

Filed on September 25, 2019

File no. 024-10950

Dear Mr. Fisher:

I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of October 17, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A/A, filed September 25, 2019 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

Amendment No.5 to Form 1-A filed September 25, 2019

Management's Discussion and Analysis Operating Expenses, page 8

1.For six months ended June 30, 2019, please expand to discuss the underlying factors that caused operating expenses with material changes i.e. Salaries, Wages and Benefits, Professional fees and Advertising costs.

In response to this comment, we have expanded the discussion on the underlying factors that caused operating expenses with material changes.

Description of Business

Recently completion of Acquisition of SwissLink Carrier AG, page 24

2.Please file the SwissLink acquisition agreement as an exhibit as well as the material outstanding loans from the seller of SwissLink that are referenced in the agreement and on page 24 of the offering circular.

In response to this comment, we have included the following documents as exhibits:

Exhibit 14.1 SwissLink acquisition agreement.

Exhibit 14.2 Loan agreement between Swissphone Wireless AG and Swissphone Carrier AG.

Exhibit 14.3 Loan agreement between Swissphone Wireless AG and Swissphone Carrier AG (English).

Exhibit 14.4 Loan transfer agreement between Swissphone Wireless AG and Ralf Koehler.

Exhibit 14.5 Loan transfer agreement between Swissphone Wireless AG and Ralf Koehler (English).

Exhibit 14.6 Certification of English translation of Loan Agreement and Loan Transfer Agreement.

Exhibit 14.7 SwissLink Shareholders resolution changing company name from Swissphone Carrier AG to Swisslink Carrier AG.

Exhibit 14.8 Loan agreement for CHF200,000 from Ralf Koehler to Swisslink Carrier AG.

Security Ownership of Certain Beneficial Owners and Management, page 37

3.Please re-insert Metrospaces Inc. in the beneficial ownership table.

In response to this comment, we have re-inserted Metrospaces Inc.

Consolidated Financial Statements as of and for Period Ended June 30, 2019 Notes to the Unaudited Consolidated Financial Statements

Note 13 - Subsequent Events , page F-29

4.You indicated that you issued 187,500 shares for the 51% equity interest of SwissLink Carrier AG in August, 2019. We further note in Exhibit 15.3 Unaudited Pro Forma Financial Statements that you issued 343,512 shares of common stock upon the closing of the transaction. Please explain the discrepancies and revise accordingly.

The payment for the acquisition of SwissLink Carrier AG, was agreed to be done with $50,000 in cash and the balance of $450,000 in common shares of iQSTEL with an initial price per share of $2.40; giving us a number of 187,500 shares ($450,000 / 2.40 $ per shares = 187,500 shares) to be issue; but the purchase agreement included a clause to adjust the number of shares to be ultimately issued if the price of the shares was less than $2.40 at the closing date. Since at the closing date the price of the shares was $1.31 the total shares to be issued to the Seller should be 343,512, and this was the total shares finally issue to the Seller.

The discrepancy is an involuntary error caused by the difference in share price for the final calculation of the number of shares that were to be issued and that were finally issued as explained above.

We have made the appropriated changes in order to be consistent in the information shown along the document and the exhibits.

Exhibit 15.2 Unaudited Financials for SwissLink Carrier AG for the Three Months Ended March 31, 2019, page 41

5.Please update and provide the unaudited interim financial statements and related footnote disclosure of SwissLink Carrier AG as of and for the six months ended June 30, 2019.

In response to this comment, we have updated the unaudited interim financial statements and related footnotes of SwissLink Carrier AG as of and for the six months ended June 30, 2019.

Exhibit 15.3 Unaudited Pro Forma Combined Financial Statements , page 41

Please update to reflect the unaudited pro forma combined financial statements as of and for the period ended June 30, 2019.

In response to this comment, we have updated the unaudited pro forma combined financial statements as of and for the period ended June 30, 2019.

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

October 17, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Amendment No. 5 to
Offering Statement on Form 1-A
Filed September 25, 2019
File No. 024-10950
Dear Mr. Iglesias:
            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 June 11, 2019 letter.
Amendment No.5 to Form 1-A filed September 25, 2019
Management's Discussion and Analysis
Operating Expenses, page 8
1.For six months ended June 30, 2019, please expand to discuss the underlying factors that
caused operating expenses with material changes i.e. Salaries, Wages and Benefits,
Professional fees and Advertising costs.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 October 17, 2019 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
October 17, 2019
Page 2
Description of Business
Recently completion of Acquisition of SwissLink Carrier AG, page 24
2.Please file the SwissLink acquisition agreement as an exhibit as well as the material
outstanding loans from the seller of SwissLink that are referenced in the agreement and on
page 24 of the offering circular.
Security Ownership of Certain Beneficial Owners and Management, page 37
3.Please re-insert Metrospaces Inc. in the beneficial ownership table.
Consolidated Financial Statemetns as of and for Period Ended June 30, 2019
Notes to the Unaudited Consolidated Financial Statements
Note 13 - Subsequent Events , page F-29
4.You indicated that you issued 187,500 shares for the 51% equity interest of SwissLink
Carrier AG in August, 2019. We further note in Exhibit 15.3 Unaudited Pro Forma
Financial Statements that you issued 343,512 shares of common stock upon the closing of
the transaction. Please explain the discrepancies and revise accordingly.
Exhibit 15.2 Unaudited Financials for SwissLink Carrier AG for the Three Months Ended March
31, 2019, page 41
5.Please update and provide the unaudited interim financial statements and related footnote
disclosure of SwissLink Carrier AG as of and for the six months ended June 30, 2019.
Exhibit 15.3 Unaudited Pro Forma Combined Financial Statements , page 41
6.Please update to reflect the unaudited pro forma combined financial statements as of and
for the period ended June 30, 2019.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684 or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415 or Kathleen Krebs, Special Counsel at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney

CORRESP
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SEC Response Letter (CORRESP)

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

September 24, 2019

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Paul Fisher

Re: IQSTEL Inc.

Offering Statement on Form 1-A/A

Filed on June 3, 2019

File no. 024-10950

Dear Mr. Fisher:

I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of June 11, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A/A, filed June 3, 2019 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

Offering Statement on Form 1-A/A, filed on June 3, 2019

Dilution, page 26

1.Net tangible book value is calculated by subtracting total liabilities from total tangible assets. We note as of March 31, 2019 you had a net tangible deficit. Please revise your calculations of net tangible book value/deficit and dilution accordingly, and clearly indicate in your disclosures that you have a net tangible deficit, not book value.

In response to this comment, we have revised our calculations of net tangible book/deficit and dilution based on the net tangible deficit as of June 30, 2019; making clear references to the net tangible deficit.

Financial Statements, page F-1

2.We note your response to comment 4. Notwithstanding your intended use of the proceeds from your offering, you are required under Rule 8-04 of Regulation S-X to include in your filing the financial statements of businesses that are probable of being acquired.

In response to this comment, we are including as Exhibits 15.1 through 15.3 the audited financial statements, the unaudited financial statements and pro forma financial information, respectively, of SwissLink Carrier AG according to Rule 8-04 of Regulation S-X.

General

3.We note that, in response to prior comments 3 and 6, you have removed all references to the acquisition of SwissLink Carrier AG from the offering circular because no proceeds from the offering will be used to fund the acquisition. Please note that, since the SwissLink acquisition appears to be material, you must disclose the existence and terms of the definitive purchase agreement whether or not you use any offering proceeds to fund the acquisition. Therefore, please revise to disclose the material terms of the purchase agreement for SwissLink in an appropriate section of your offering circular and file the agreement as an exhibit to the offering statement.

In response to this comment, we are including a section under title “Completion of Acquisition of SwissLink Carrier AG” where we are disclosing the terms of the definitive purchase agreement.

We have also updated and amended the offering statement in the following parts and content:

Number of shares of common stock outstanding before the offering of common stock as of September 19, 2019. All information related to number of shares and percentage of ownership has been updated as of September 19, 2019.

Tables in section Used of Proceeds.

Section Convertible Securities has been updated as of September 19, 2019.

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

CORRESP
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SEC Response Letter

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

May 31, 2019

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Paul Fisher

Re: IQSTEL Inc.

Offering Statement on Form 1-A/A

Filed on March 28, 2019

File no. 024-10950

Dear Mr. Fisher:

I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of April 25, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A/A, filed March 28, 2019 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

Amended Form 1-A Filed on April 15, 2019

Management's Discussion and Analysis

Liquidity and Capital Resources, page 6

1.Disclose the total amount of your debt.

In response to this comment, we have included a paragraph indicating the total debt is described in the Notes to the Consolidated Financial Statements. Notes 6, 7, 8 and 9.

Use of Proceeds, page 20

2.We note your inclusion of the website for SwissLink Carrier AG. Revise your disclosure to clarify whether you are incorporating the contents of the website into the offering statement.

In response to this comment, we have removed the reference to the website for SwissLink Carrier AG, since it was not our intention to make the content of the website part of the offering statement.

3.Disclose the material terms of your purchase agreement for SwissLink Carrier AG.

In response to this comment, we have removed all references to the acquisition of SwissLink Carrier AG as part of the offering statements, since no funds from the offering statement will be used for this potential acquisition.

On that regard we have amended the Use of Proceeds on the offering statement, removing all references to SwissLink Carrier AG.

Financial Statements, page F-1

4.We note it is your intent to acquire the capital stock of SwissLink Carrier AG. Please refer to 8-04 of Regulation S-X and provide audited financial statements of SwissLink Carrier AG, if required. Please also refer to 8-05 of Regulation S-X and provide pro forma financial information to give effect to the acquisition, if required. If you believe that it is not necessary for you to provide this information, please explain to us why in sufficient detail. We refer you to the disclosure requirements of Form 1-A, Part F/S(b)(7)(iii).

Due to no funds from the offering statement will be used for the potential acquisition of SwissLink Carrier AG, it is our criteria that including information of SwissLink Carrier AG within the offering statement will not be consistent with the use of proceed from the sales of the shares in the offering, and including separate financial statements and consolidated proformas will not reflect the present and real financial condition of the offering entity (iQSTEL Inc.). In that case the offering statement will not provide accurate information for the potential buyers to be able to make an informed decision whether to invest or not into our company.

At the present stage of this potential acquisition process, iQSTEL Inc. has not taken control over SwissLink Carrier AG and it cannot be clearly stablished iQSTEL Inc. as owner of SwissLink Carrier AG.

It is our understanding, according to Regulation S-X, audited financial statements of SwissLink Carrier AG may need to be filed when the acquisition be consummated, and we will proceed according to the regulation. Present agreement for the potential acquisition of SwissLink Carrier AG is subject to closing conditions, which are presently unfulfilled, leaving open a possibility the transaction might not be consummated.

5.We note under Use of Proceeds you have signed a Letter of Intent to acquire the capital stock of a Mid-West based Telecom company. Please refer to 8-04 of Regulation S-X and provide audited financial statements of this to be acquired business, if required. Please also refer to 8-05 of Regulation S-X and provide pro forma financial information to give effect to this business combination, if required. If you believe this information is not required, please explain to us why in sufficient detail. We refer you to the disclosure requirements of Form 1-A, Part F/S(b)(7)(iii).

We have previously stated this acquisition was possible, but it cannot be deemed as probable at this point, since LOI has expired due to the Parties did not reach a final Company Purchase Agreement by March 31, 2019 as it was stipulated.

We have amended the offering statement removing all references and mentions to the acquisition of the Mid-West based telecom company.

In the description of our business plan we have stated that the Company is exploring plans to enter in new business areas and markets, such as Satellite Communications; Mobile Services under the figure of a Mobile Virtual Network Operator (MVNO); Internet of Things (IoT) solutions and Data Centers. Indicating expressly these new ventures are expected to be developed either through mergers or acquisitions, or through strategic partnerships.

Being one of the purposes of this offering to obtain funds to develop our business plan, we will indicate in the Use of Proceed that $6,300,000 will be reserved for acquisitions of companies aligned to the areas and markets where the Company want to expand operations.

Exhibits

6.File the purchase agreement for SwissLink Carrier AG as an exhibit.

In response to this comment, since we have removed all references to SwissLink Carrier AG from the offering statement for the reasons explained in the response to comment 3 above, we believe the purchase agreement for SwissLink Carrier AG does not need to be incorporated as an exhibit to the offering statement.

7.Refer to Sections 2.03 and 2.06 of the subscription agreement. Remove the requirement that subscribers represent that they have "read" or "understood" the offering circular and any part thereof. Also remove the last sentence in Section 2.06, as investors are entitled to rely on information you have provided, including disclosure in your offering statement regarding the company's business or prospects and its financial condition.

In response to this comment, we have amended the changes requested on the subscription agreement.

8.We note that you have included an indemnification clause in Section 3.10 of the subscription agreement, which requires an investor to indemnify, defend and hold harmless the company and various representatives and management. Please revise your offering circular to highlight the indemnification provision in more detail and explain how it applies to investors. For example, clarify under what circumstances and for what amount an investor should expect to indemnify the company and its representatives.

In response to this comment, we have included under section Procedures for Subscribing the following paragraphs:

As part of this investment, each investor will be required to agree to the terms of the subscription agreement included as Exhibit 1A-4 to the Offering Statement of which this Offering Circular is part.

The subscription agreement requires investors to indemnify the company and its officers and directors for any claim of brokerage commissions, finders’ fees or similar compensation, if the signatory to the subscription agreement does not have the legal authority to bind the investor and for the other representations and warranties made in Article II of the Subscription Agreement.

We have also updated and amended the offering statement in the following parts and content:

Number of shares of common stock outstanding before the offering of common stock as of May 27, 2019. All information related to number of shares and percentage of ownership has been updated as of May 27, 2019.

Section Dilution has been updated according to the number of shares of common stock outstanding before the offering of common stock as of May 27, 2019.

Tables in section Used of Proceeds.

Section Convertible Securities has been updated as of May 27, 2019.

Employment agreement for New Management was updated with information of new employment agreements filed on Form 8-K on May 06, 2019. https://www.sec.gov/Archives/edgar/data/1527702/000107878219000396/0001078782-19-000396-index.htm

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

April 25, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Offering Statement on Form 1-A/A
Filed on April 15, 2019
File no. 024-10950
Dear Mr. Iglesias:
            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.
Amended Form 1-A Filed on April 15, 2019
Management's Discussion and Analysis
Liquidity and Capital Resources, page 6
1.Disclose the total amount of your debt.
Use of Proceeds, page 20
2.We note your inclusion of the website for SwissLink Carrier AG.  Revise your disclosure
to clarify whether you are incorporating the contents of the website into the offering
statement.
3.Disclose the material terms of your purchase agreement for SwissLink Carrier AG.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 April 25, 2019 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
April 25, 2019
Page 2
Financial Statements, page F-1
4.We note it is your intent to acquire the capital stock of SwissLink Carrier AG.  Please
refer to 8-04 of Regulation S-X and provide audited financial statements of SwissLink
Carrier AG, if required.  Please also refer to 8-05 of Regulation S-X and provide pro
forma financial information to give effect to the acquisition, if required.  If you believe
that it is not necessary for you to provide this information, please explain to us why in
sufficient detail.  We refer you to the disclosure requirements of Form 1-A, Part
F/S(b)(7)(iii).
5.We note under Use of Proceeds you have signed a Letter of Intent to acquire the capital
stock of a Mid-West based Telecom company.  Please refer to 8-04 of Regulation S-X
and provide audited financial statements of this to be acquired business, if required.
Please also refer to 8-05 of Regulation S-X and provide pro forma financial information to
give effect to this business combination, if required.  If you believe this information is not
required, please explain to us why in sufficient detail.  We refer you to the disclosure
requirements of Form 1-A, Part F/S(b)(7)(iii).
Exhibits
6.File the purchase agreement for SwissLink Carrier AG as an exhibit.
7.Refer to Sections 2.03 and 2.06 of the subscription agreement.  Remove the requirement
that subscribers represent that they have "read" or "understood" the offering circular and
any part thereof.  Also remove the last sentence in Section 2.06, as investors are entitled to
rely on information you have provided, including disclosure in your offering statement
regarding the company's business or prospects and its financial condition.
8.We note that you have included an indemnification clause in Section 3.10 of the
subscription agreement, which requires an investor to indemnify, defend and hold
harmless the company and various representatives and management.  Please revise your
offering circular to highlight the indemnification provision in more detail and explain how
it applies to investors.  For example, clarify under what circumstances and for what
amount an investor should expect to indemnify the company and its representatives.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 April 25, 2019 Page 3
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
April 25, 2019
Page 3
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Scott Doney

CORRESP
1
filename1.htm

SEC Response Letter

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

Via EDGAR

April 11, 2019

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Paul Fisher

Re: IQSTEL Inc.

Offering Statement on Form 1-A/A

Filed on March 28, 2019

File no. 024-10950

Dear Mr. Fisher:

I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of April 03, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A/A, filed March 28, 2019 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

Amended Form 1-A Filed on March 28, 2019

Cover Page

1. We note your response to prior comment 1. Please further revise Part I, Item 4 to reflect that the number of securities offered is 2,450,000, as opposed to 2,000,000. Also disclose that the portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders is $2,700,000 and the total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) is $14,700,000. Lastly, revise your responses in Item 4 regarding sales commissions and service providers to be consistent with your response to prior comment 4 that you do not have a sales agent as part of the primary offering.

In response to this comment, we have updated Part I, Item 4 accordingly.

Exhibits

2. Portions of the form of subscription agreement you filed as an exhibit do not appear to relate to the offering or the company described in your offering statement. For example, it refers to the receipt of a "Prospectus" by the subscriber and that the Company has only recently been incorporated. There are also no references to the investor or investment limitations of your Tier 2 Regulation A offering. Please advise or revise. Lastly, please remove the subscriber representation that "he is not relying upon any representations by the Company or its representatives other than those contained in the Prospectus."

In response to this comment, we have made the proper changes and have included a new version of the subscription agreement.

Financial Statements

Financial Statements, page F-1

3. Please update your financial statements pursuant to Part F/S(b)(3)(B), (b)(5) and (c) of Form 1-A.

In response to this comment, we have updated the financial statements by including those as of December 31, 2017 and December 31, 2018; corresponding to the company’s fiscal year end. With this information we have also updated the accompanying notes to the financial statements; and management discussion and analysis of the Results of Operations for the Years Ended December 31, 2018 and 2017.

We have also updated the following information, showing data to the most recent relevant date:

Number of shares of common stock outstanding before the offering of common stock.

Number of shares of common stock outstanding after the offering of common stock.

Risk Factors Related to the Business of the Company

oBecause our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

oOur customers, could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables.

Risks Related to the Offering and the Market for our Stock

oInvestors in this offering will experience immediate and substantial dilution.

Etelix Operational and Commercial Highlights from January 2018 to December 2018

Dilution

Convertible Securities

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

April 3, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Offering Statement on Form 1-A/A
Filed on March 28, 2019
File no. 024-10950
Dear Mr. Iglesias:
            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 March 18, 2019 letter.
Amended Form 1-A Filed on March 28, 2019
Cover Page
1.We note your response to prior comment 1. Please further revise Part I, Item 4 to reflect
that the number of securities offered is 2,450,000, as opposed to 2,000,000. Also disclose
that the portion of the aggregate offering price attributable to securities being offered on
behalf of selling securityholders is $2,700,000 and the total (the sum of the aggregate
offering price and aggregate sales in the four preceding paragraphs) is $14,700,000.
Lastly, revise your responses in Item 4 regarding sales commissions and service providers
to be consistent with your response to prior comment 4 that you do not have a sales agent
as part of the primary offering.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 April 3, 2019 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
April 3, 2019
Page 2
Exhibits
2.Portions of the form of subscription agreement you filed as an exhibit do not appear to
relate to the offering or the company described in your offering statement.  For example, it
refers to the receipt of a "Prospectus" by the subscriber and that the Company has only
recently been incorporated.  There are also no references to the investor or investment
limitations of your Tier 2 Regulation A offering.  Please advise or revise.  Lastly, please
remove the subscriber representation that "he is not relying upon any representations by
the Company or its representatives other than those contained in the Prospectus."
Financial Statements
Financial Statements, page F-1
3.Please update your financial statements pursuant to Part F/S(b)(3)(B), (b)(5) and (c) of
Form 1-A.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accountant Branch Chief,  at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Scott Doney

CORRESP
1
filename1.htm

SEC Response Letter

IQSTEL Inc.

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

_____________________________________________________________________________

Via EDGAR

March 27, 2019

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention:  Paul Fisher

Re: IQSTEL Inc.

Offering Statement on Form 1-A

Filed on February 19, 2019

File no. 024-10950

Dear Mr. Fisher:

I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of March 18, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A, filed February 19, 2019 (the Comment Letter”).

Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.

FORM 1-A FILED ON FEBRUARY 19, 2019

COVER PAGE

1.YOUR OFFERING CIRCULAR DISCLOSES THAT A SELLING SHAREHOLDER, WHICH IS AN AFFILIATE OF THE COMPANY, IS OFFERING 450,000 COMMON SHARES IN YOUR OFFERING. THEREFORE, PLEASE REVISE PART I, ITEM 4, OF YOUR FORM 1-A TO REFLECT THIS RESALE OF SECURITIES.

In response to this comment, we have updated Part I, Item 4.

2.PLEASE REVISE TO INDICATE WHETHER THE COMPANY WILL USE A SALES AGENT AS PART OF THE PRIMARY OFFERING. WE NOTE THE REFERENCE TO SALES AGENT COMMISSIONS IN THE CHART REFERRING TO THE PRIMARY OFFERING.

In response to this comment, we do not have a sales agent as part of the primary offering and removed reference to the sales agent commissions.

EMERGING GROWTH COMPANY STATUS, PAGE 2

3.IT APPEARS THAT YOU ARE NO LONGER AN EMERGING GROWTH COMPANY AS DEFINED IN SECTION 2(A)(19) OF THE SECURITIES ACT. IN THIS REGARD, WE NOTE THAT YOUR FIRST REGISTERED SALE OF COMMON STOCK WAS COMPLETED IN AUGUST 2012. PLEASE REVISE YOUR DISCLOSURE TO IDENTIFY WHEN YOU LOST YOUR EMERGING GROWTH COMPANY STATUS AND TO DISCUSS THE IMPLICATIONS OF

THE LOSS OF THIS STATUS ON THE COMPANY.

In response to this comment, we have amended the Form 1-A (pages ii, 2 and 12) making the proper changes to reflect the loss of the emerging growth company status, including a reference on when that condition was lost, as well as, all the implication of no longer having that status.

1

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018, PAGE 6

4.PLEASE DISCUSS THE UNDERLYING REASON(S) FOR THE INCREASE IN REVENUES, COST OF REVENUES AND THE RELATED GROSS MARGIN. WE ALSO NOTE THAT THE SALARIES, WAGES AND BENEFITS FOR THE PERIOD

DECREASED BY OVER 40%. PLEASE DISCUSS THE REASONS FOR SUCH CHANGES.

In response to this comment, we have included the following paragraph in this section of Form 1-A explaining in details the reasons of the decrease in item Salaries, Wages and Benefits.

The significant reduction in item Salaries, Wages and Benefit is due to a reorganization of the Commercial Team which allowed a saving in fix salaries and sales commission of $20,669 during the three months ended September 30, 2018. Company also implemented a change in its’ Sales Commissions methodology which has resulted in a decrease in the commissions paid in 2018.

As requested, we have also included a list of the main actions Company implemented that have impacted the increase in our revenues.

1)The development of new transit products for international long-distance traffic associated with traffic termination in Africa and Asia.

2)The strengthened of the international traffic operations in destinations such as Peru and Chile. This is reflected in the traffic growth for these countries from a few minutes to more than 200,000 minutes a day.

3)The establishment of commercial agreements with new small suppliers for the long distance markets of Colombia, Venezuela and Bolivia.

4)The consolidation of existing commercial relationships with key players in the global telecommunications market

5)The execution of a network interconnection contract with Vodafone India.

6)Establishment of new business relationships with large ILD Wholesale players in Asian market; and the restoration of old and decreased commercial relationships with important Asian carriers.

In order to complement the explanation on the increase on the cost of revenues, we have included the following paragraph: An increase in the traffic carried and sold (increase in revenues) will also be accompanied by a less than proportional increase in the cost of revenues. When comparing the three months ended September 30, 2017 vs. the three months ended September 30, 2018; we see an increase in revenues of 99.71% while the increase in the cost of revenues was 92.48%.

LIQUIDITY AND CAPITAL RESOURCES, PAGE 7

5.PLEASE DISCUSS IN DETAIL YOUR NET CASH USED IN AND PROVIDED BY OPERATING AND FINANCING ACTIVITIES FOR THE YEARS ENDED JUNE 30, 2018 AND 2017, RESPECTIVELY. YOUR DISCUSSION SHOULD FOCUS ON MATERIAL CHANGES IN RESPECTIVE SOURCES OF CASH FLOWS AND THE REASONS UNDERLYING THOSE CHANGES. IN ADDITION, PLEASE DISCUSS THE CHANGES IN YOUR OPERATING CASH FLOWS FOR THREE MONTHS ENDED SEPTEMBER 30, 2018.

In response to this comment, we have included in this section of the document a deeper analysis of the figures focused on the material changes.

6.DISCLOSE THE TOTAL AMOUNT OF YOUR DEBT AND THE AMOUNT THAT IS IN DEFAULT. EXPLAIN WHY THE DEBT IS IN DEFAULT.

In response to this comment, in the table below we shows total debt as of February 28, 2019.

Convertible Loans

 February 28,

 2019

July 16, 2018 Note

 $

 25,000

August 16, 2018 Note

 50,000

October 01, 2018 Note

 30,000

December 04, 2018 Note

 78,750

December 05, 2018 Note

 30,000

January 15, 2019 Note

 105,000

February 22, 2019 Note 1

 38,500

February 22, 2019 Note 2

 38,500

February 22, 2019 Note 3

 38,500

February 22, 2019 Note 4

 55,000

Total convertible notes payable

 $

 489,250

Notes issued in July, August and October were in default due to the late filing of 10-K corresponding to year ended June 30, 2018. The filing was done in November 2018 and a forbearance agreement was signed with the holders of the notes as the default was corrected.

Loans Payable

 February 28,

 Interest

 2019

 Term

 rate

Complete Business Solutions_3

 $

 78,682.30

 Note was issued on April 13, 2018

and due in, June 07, 2019

 33.3%

Green Note Capital

 15,589.08

 Note was issued on October 22,

2018 and due in, May 03, 2019

 28.57%

Queen Funding

 14,870.00

 Note was issued on November 29,

2018 and due in, April 04, 2019

 31.46%

Green Capital

 86,514.00

 Note was issued on December 20,

2018 and due in, June 19, 2019

 31.46%

Total

 $

 195,655.38

Loans payable – related parties

 February 28,

 Interest

 2019

 Term

 rate

Alonso Van Der Biest

 $

               80,200

 Note was issued on June 12, 2015

and due in June 11, 2019

 16.5%

Alvaro Quintana

               10,587

 Note was issue on September 30,

2016 and due in September 29, 2019

 0%

Total

 $

               90,787

RISK FACTORS, PAGE 8

7.PLEASE INCLUDE A RISK FACTOR THAT DISCUSSES YOUR AUDITOR'S GOING-CONCERN OPINION, AS

DISCLOSED ON PAGE F-2.

In response to this comment, we have included the following paragraph reflecting in the Risk Factor section our auditor’s going-concern opinion.

Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

We have limited cash as of September 30, 2018 of $18,067, and we have continually operated at a loss with an accumulated deficit of $995,947 as of September 30, 2018.  We have not attained profitable operations and are dependent upon obtaining financing or generating revenue from operations to continue operations for the next twelve months. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.

IQSTEL BLOCKCHAIN PAYMENT SOLUTION PROJECT (BLOCKCHAIN PSP), PAGE 18

8.DISCUSS MANAGEMENT'S EXPERIENCE IN AND KNOWLEDGE OF BLOCKCHAIN, CREATING BLOCKCHAIN APPLICATIONS, AND SECURING, TRANSFERRING AND RECORDING DIGITAL ASSETS ON A BLOCKCHAIN VIA PUBLIC-PRIVATE KEY CRYPTOGRAPHY. DISCLOSE THE ANTICIPATED TIME FRAME AND COSTS NEEDED TO FULLY DEVELOP THIS PLANNED PAYMENT SYSTEM. DISCUSS THE CHALLENGES OF GETTING COMPANIES TO RECOGNIZE, TRUST AND ADOPT YOUR PAYMENT SYSTEM.

In response to this comment, we have included the following paragraphs in Form 1-A:

iQSTEL Blockchain knowledge

Management and current staff of the Company do not have all the necessary knowledge to develop the Blockchain PSP on their own. The identified business opportunity has been made based on the operational knowledge of the ILD business that Etelix has and based on conceptual knowledge of blockchain.

In this sense, for the development of this iQSTEL PSP Project, the Company will require the incorporation of tools, personnel and specific knowledge on blockchain applications; security, transfer and registration of digital assets in blockchain, and smart contracts, among other technical elements.

Initially a proof of concept will be developed in order to estimate the necessary time and total costs for the complete development of the project.

iQSTEL Blockchain PSP Risks

It is appropriate to emphasize that iQSTEL cannot assure the delivery of a Blockchain PSP project fully operational and also cannot assure that potential users of the Blockchain PSP will recognize its usefulness, will trust in it and adopt it.

Blockchain PSP Timing

iQSTEL plans to begin with the design of the Blockchain PSP by 2Q of 2019.

USE OF PROCEEDS, PAGE 20

9.YOU DISCLOSE THAT YOU INTEND TO USE NET PROCEEDS FROM THE OFFERING TO ACQUIRE 51% OF A EUROPEAN TELECOM COMPANY AND 100% OF A MID-WEST BASED TELECOM COMPANY. PLEASE DISCLOSE THE MATERIAL TERMS OF THE LETTERS OF INTENT TO ACQUIRE THESE COMPANIES AND PROVIDE UPDATES ON ANY DEVELOPMENTS IN THE NEGOTIATIONS. ALSO PROVIDE THE BASIS FOR YOUR PROJECTIONS OF REVENUES AND EBITDA FROM THESE COMPANIES.

In response to this comment, we have included the following text into the Form 1-A.

Section Use of Proceed, letter c:

The LOI was executed by both parties on December 03, 2018. This LOI stablished the intention of the Seller to sell 51% of the entity and the intention of Buyer (iQSTEL) to buy. An initial price for the said percentage of $300,000 was stablished. The LOI also include a provision in order Buyer could complete a due diligence on legal, financial, taxes and operational matters of the entity. Both parties have been working intensively in this process in order to elaborate a draft of the final agreement.

Even though we cannot guarantee the performance of the company in the future, our estimations on the revenues and contribution to EBITDA this entity could bring into iQSTEL are based on the analysis made to date of the financial statements of the last three years, the evolution of the business, market analysis, and existing commercial contracts maintained by the entity with its customers and suppliers.

This acquisition is possible, but we cannot be deemed as probable at this point, since Buyer and Seller are yet to agree on final price, payment terms and closing date. Additionally, it is still contingent on equity financing.

Section Use of Proceed, letter d

An LOI for the proposed transaction was signed by the parties involved on October 22, 2018. This LOI includes the price ($3,800,000 for the company and $1,750,000 for the building where company operates); the percentage being sold (100%). There was also included a series of provision related to the due diligence Buyer has to made on the company, definition of assets involved, pre closing conditions. Due to the extent of the information under analysis in the due diligence process the Parties agreed on an extension to complete this process and an amendment to the original LOI was signed on December 17, 2018. By this amendment the Parties undertake to extend the deadlines for the completion of the due diligence and the preparation of final agreement. The negotiations have followed the established course and the parties work at this time in the elaboration of the final agreement.

Even though we cannot guarantee the performance of the company in the future, our estimations on the revenues and contribution to EBITDA this entity could bring into iQSTEL are based on the analysis made to date of the financial statements of the last three years, the evolution of the business, market analysis, and existing commercial contracts maintained by the entity with its customers and suppliers.

This acquisition is possible, but we cannot be deemed as probable at this point, since Buyer and Seller are yet to agree on final price, payment terms and closing date. Additionally, it is still contingent on equity financing.

PLAN OF DISTRIBUTION, PAGE 23

10.AS THE COMPANY IS OFFERING SHARES ON A BEST EFFORTS BASIS, DISCLOSE WHO WILL BE OFFERING THE SHARES ON THE COMPANY'S BEHALF.

In response to this comment, shares of the company will be offered by officers of the Company.

11.PLEASE FILE THE SUBSCRIPTION AGREEMENT AS AN EXHIBIT.

In response to this comment, the Subscription agreement has been included as an Exhibit.

EXECUTIVE COMPENSATION, PAGE 31

12.PLEASE INCLUDE EXECUTIVE COMPENSATION INFORMATION FOR YOUR CURRENT DIRECTORS AND EXECUTIVE OFFICERS.

In response to this comment, we have included compensation information for our current Directors an Executive Officers for the fiscal years ended December 31, 2018 and 2017.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, PAGE 32

13.PLEASE INCLUDE METROSPACES, INC. IN THE BENEFICIAL OWNERSHIP TABLE.

In response to this comment, Metrospaces, Inc has been included in the beneficial Ownership Table

EXHIBITS

14.PLEASE HAVE COUNSEL REVISE HIS LEGAL OPINION FILED AS EXHIBIT 12.1 TO REFER TO THE OFFERING STATEMENT ON FORM 1-A RATHER THAN A REGISTRATION STATEMENT ON FORM 1-A, AS THE OFFERING IS BEING MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION.

In response to this comment, changes have been made to the legal opinion letter.

Sincerely,

/s/ Leandro Iglesias

Leandro Iglesias

March 18, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Offering Statement on Form 1-A
Filed on February 19, 2019
File no. 024-10950
Dear Mr. Iglesias:
            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 on February 19, 2019
Cover Page
1.Your offering circular discloses that a selling shareholder, which is an affiliate of the
company, is offering 450,000 common shares in your offering.  Therefore, please revise
Part I, Item 4, of your Form 1-A to reflect this resale of securities.
2.Please revise to indicate whether the company will use a sales agent as part of the primary
offering. We note the reference to sales agent commissions in the chart referring to the
primary offering.
Emerging Growth Company Status, page 2
3.It appears that you are no longer an emerging growth company as defined in Section
2(a)(19) of the Securities Act. In this regard, we note that your first registered sale of
common stock was completed in August 2012. Please revise your disclosure to identify

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 March 18, 2019 Page 2
 FirstName LastNameLeandro Iglesias
iQSTEL Inc.
March 18, 2019
Page 2
when you lost your emerging growth company status and to discuss the implications of
the loss of this status on the company.
Management's Discussion and Analysis
Results of Operations for the Three Months Ended September 30, 2018, page 6
4.Please discuss the underlying reason(s) for the increase in revenues, cost of revenues and
the related gross margin.  We also note that the salaries, wages and benefits for the period
decreased by over 40%.  Please discuss the reasons for such changes.
Liquidity and Capital Resources , page 7
5.Please discuss in detail your net cash used in and provided by operating and financing
activities for the years ended June 30, 2018 and 2017, respectively.  Your discussion
should focus on material changes in respective sources of cash flows and the reasons
underlying those changes.  In addition, please discuss the changes in your operating cash
flows for three months ended September 30, 2018.
6.Disclose the total amount of your debt and the amount that is in default.  Explain why the
debt is in default.
Risk Factors, page 8
7.Please include a risk factor that discusses your auditor's going-concern opinion, as
disclosed on page F-2.
iQSTEL Blockchain Payment Solution Project (Blockchain PSP), page 18
8.Discuss management's experience in and knowledge of blockchain, creating blockchain
applications, and securing, transferring and recording digital assets on a blockchain via
public-private key cryptography.  Disclose the anticipated time frame and costs needed to
fully develop this planned payment system. Discuss the challenges of getting companies
to recognize, trust and adopt your payment system.
Use of Proceeds, page 20
9.You disclose that you intend to use net proceeds from the offering to acquire 51% of a
European telecom company and 100% of a Mid-West based telecom company.  Please
disclose the material terms of the letters of intent to acquire these companies and provide
updates on any developments in the negotiations. Also provide the basis for your
projections of revenues and EBITDA from these companies.
Plan of Distribution, page 23
10.As the company is offering shares on a best efforts basis, disclose who will be offering the
shares on the company's behalf.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 March 18, 2019 Page 3
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
March 18, 2019
Page 3
11.Please file the subscription agreement as an exhibit.
Executive Compensation , page 31
12.Please include executive compensation information for your current directors and
executive officers.
Security Ownership of Certain Beneficial Owners and Management, page 32
13.Please include Metrospaces, Inc. in the beneficial ownership table.
Exhibits
14.Please have counsel revise his legal opinion filed as Exhibit 12.1 to refer to the offering
statement on Form 1-A rather than a registration statement on Form 1-A, as the offering is
being made pursuant to an exemption from registration.
            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
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 Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accountant Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Scott Doney

October 9, 2018
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Form 8-K
Filed June 28, 2018
File No. 333-176376
Dear Mr. Iglesias:
            We issued comments on the above captioned filing on July 25, 2018.  On September 17,
2018, we issued a follow-up letter informing you that those comments remained outstanding and
unresolved, and absent a substantive response, we would act consistent with our obligations
under the federal securities laws.
            As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate.  These steps include releasing publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff s decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.
            Please contact Sergio Chinos (Staff Attorney) at 202-551-7844 or Asia Timmons-Pierce
(Special Counsel) at 202-551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

September 17, 2018
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Form 8-K
Filed June 28, 2018
File No. 333-176376
Dear Mr. Iglesias:
            We issued comments to you on the above captioned filing on July 25, 2018.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by September 28, 2018.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Asia Timmons-Pierce,
Special Counsel, at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

July 25, 2018
Leandro Iglesias
Chief Executive Officer
PureSnax International, Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:PureSnax International, Inc.
Form 8-K
Filed June 28, 2018
File No. 333-176376
Dear Mr. Iglesias:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed June 28, 2018
General
1.It appears from your disclosure that you were a shell company as that term is defined in
Rule 12b-2 of the Exchange Act prior to the reverse merger, as you had no or nominal
operations and no or nominal non-cash assets.  Please amend your Form 8-K to provide
the information required by Item 2.01(f) of Form 8-K.
2.Please amend your Form 8-K to provide the financial information required by Item
9.01(c) of Form 8-K.
            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.

 FirstName LastNameLeandro Iglesias
 Comapany NamePureSnax International, Inc.
 July 25, 2018 Page 2
 FirstName LastName
Leandro Iglesias
PureSnax International, Inc.
July 25, 2018
Page 2
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Asia Timmons-Pierce,
Special Counsel, at (202) 551-3754 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

Mail Stop 4631

May 25, 2017

Via E -mail
Mr. Patrick Gosselin
Chief Executive Officer
PureSnax International, Inc.
1000 Woodbridge Center Drive, Suite 213
Woodbridge, NJ   07095

Re: PureSnax International, Inc.
 Form 10 -K for the Fiscal Year Ended June 30, 2016
 Filed October 13, 2016
 File No. 333 -176376

Dear Mr. Gosselin :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ W. John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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SEC Response Letter

February 28, 2017

Mr. W John Cash

Accounting Branch Chief

Office of Manufacturing and Construction

Re:

PureSnax International, Inc

Form 10K for the Fiscal Year Ended June 30, 2016

Filed October 14, 2016

File No. 333-176376

In response to your letter dated February 14, 2017 and my voice mail left with Mr. Dale Welcome, we wanted to address your comments.

With regards to the comments pertaining to the 10k for the Fiscal Year Ended June 30, 2016  -

Our attempts to settle and resolve our disagreement with auditing firm Anton & Chia, pertaining to an overrun invoice, have been ignored by the firm and thus were unsuccessful.

We had no other choice but to engage a new auditor in order to complete our audit.  It is our intent to fulfill our filing requirement and satisfy all of your comments as soon as possible.

Please note, that an amendment to the 10K that would satisfactorily answer all your comments was already completed and was ready to file.  However, Anton & Chia was withholding consent to file over the overrun invoice.

Yours truly,

/s/ Patrick Gosselin

Patrick Gosselin

Chief Executive Office

PureSnax International, Inc

1000 Woodbridge Center Drive, #213 Woodbridge, New Jersey, USA  07095

Telephone: 800.358.6780 | pat.gosselin@puresnaxworldwide.com | www.puresnaxworldwide.com

Mail Stop 4631

February 1 4, 2017

Via E -mail
Mr. Patrick Gosselin
Chief Executive Officer
PureSnax International, Inc.
1000 Woodbridge Center Drive, Suite 213
Woodbridge, NJ 07095

Re: PureSnax International, Inc.
 Form 10 -K for the Fiscal Year Ended June 30, 2016
 Filed October 13, 2016
 File No. 333 -176376

Dear Mr. Gosselin :

We have reviewed  your January 31, 2017 response to our comment letter and have the
following comment.  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon a s possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise,  our references to prior comments are to comments in our January 17,
2017  letter .

Form 10 -K for the Fiscal Year Ended June 30, 2016

1. We note your response and remind you to file an amended Form 10 -K to address our
prior comments 1 through 4.

Mr. Patrick Gosselin
PureSnax International, Inc.
February 14, 2017
Page 2

 You may con tact Dale Welcome at (202) 551 -3865 or Ernest Greene at (202) 551 -3733
with any questions.

Sincerely,

 /s/ W. John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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SEC Response Letter

January 30, 2017

Mr. W John Cash

Accounting Branch Chief

Office of Manufacturing and Construction

Re:

PureSnax International, Inc

Form 10K for the Fiscal Year Ended June 30, 2016

Filed October 14, 2016

Form 10Q for the Fiscal Quarter Ended September 30, 2016

Filed November 21, 2016

File No. 333-176376

In response to your letter dated January 17, 2017 and my conversation with Mr. Dale Welcome, we wanted to address your comments.

With regards to the XBRL data exhibits for the 10Q –

The request has been completed and the interactive data exhibits have been filed.

With regards to the comments pertaining to the 10K -

An amendment to the 10K that would satisfactorily answer all your comments has already been completed and is ready to file.

However, our auditor is currently withholding consent to file the amended 10K over an overrun invoice. The invoice in question is in excess of $30,000 in addition to the $10,000 they were already paid in advance. We do not agree with these charges given that the auditor had 5 staff turnovers during the review period. The staff’s level of unfamiliarity with our account caused significant delays and duplication of work on our part and that of our accounting firm. We are currently contesting these charges.

We hope for a quick resolution to the situation, however we are prevented to file by the auditor until the issues with the disputed invoice has been resolved.

Yours truly,

/s/ Patrick Gosselin

Patrick Gosselin

Chief Executive Office

PureSnax International, Inc

1000 Woodbridge Center Drive, #213 Woodbridge, New Jersey, USA 07095

Telephone: 800.358.6780 | pat.gosselin@puresnaxworldwide.com | www.puresnaxworldwide.com

Mail Stop 4631

January 17, 2017

Via E -mail
Mr. Patrick Gosselin
Chief Executive  Officer
PureSnax International, Inc.
1000 Woodbridge Center Drive, Suite 213
Woodbridge, NJ   07095

Re: PureSnax International, Inc.
 Form 10 -K for the Fiscal Year Ended June 30, 2016
 Filed October 14 , 2016
 Form 10 -Q for the Fiscal Quarter Ended September 30, 2016
 Filed November 21, 2016
 File No. 333-176376

Dear Mr. Gosselin :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond  to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we  may have additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2016
Item 8. Unaudited Financial Statements and Supplementary Data
1. We note that your annual report does not include an audit o pinion.  In this regard, please
amend your Form 10 -K to include an audit report from a PCAOB -registered independent
public accounting firm.  Refer to Rule 2.02 of Regulation S -X.  We remind you that your
amendment should include the entire “Item” that has been amended, as well as
certifications that are currently dated and refer to the Form 10 -K/A.
Item 9A. Controls and Procedures
2. Please amend your filing to provide the disclosures required under Item 9A of Form
10-K.  We remind you that your Item 9A disclosures should include:

Mr. Patrick Gosselin
PureSnax International, Inc.
January 17, 2017
Page 2

  disclosure of your conclusion on the effectiveness of your disclosure controls and
procedures;
 management’s annual report on internal control over financial reporting, including
management’s conclusion as to whether your interna l controls over financial
reporting is either effective or not effective ;
 clarification of which version, 1992 or 2013 , of the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission’s Internal
Control — Integrated Framework  you utilized when performing your assessment
of internal control over financial reporting ; and
 disclosure of whether there were any changes in your internal controls over
financial reporting during the latest fiscal quarter.
Refer to Items 307 a nd 308 of Regulation S -K.
Exhibit 32.1
3. Please revise your Section 906 certification to use the correct name of your company, as
it currently references B -Maven.
XBRL Data Exhibits
4. Please amend your annual report to include the interactive data exhibits required by Item
601(b)(101) of Regulation S -K.
Form 10 -Q for the Fiscal Quarter Ended September 30, 2016
XBRL Data Exhibits
5. Please amend your quarterly report to include the int eractive data exhibits required by
Item 601(b)(101) of Regulation S -K.

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.

You may contact Dale Welcome at (202) 551 -3865 or Ernest Greene at (202) 551 -3733
with any questions.

Sincerely,

 /s/ W. John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

Mr. Patrick Gosselin
PureSnax International, Inc.
January 17, 2017
Page 3

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Acceleration Request

B-MAVEN, INC.

June 18, 2012

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

B-Maven, Inc (the “Company”)

Registration Statement on Form S-1

File No. 333-176376

Dear Ms. Dickerson:

Pursuant to Securities and Exchange Commission Rule 461, the Company requests acceleration for the above referenced Registration Statement for Tuesday, June 19, 2012 at 9 am EST or as soon as practicable thereafter.

Thank you in advance for your assistance and cooperation.  Should you require any further information or have any questions, please feel free to call our counsel, Jeffrey M. Quick, at (720) 259-3393.

Very truly yours,

/s/ Anna C. Jones

Anna C. Jones

President and Chief Executive Officer

Enclosure

3272 Reynard Way, San Diego, CA 92103; Telephone Number - 619-846-4614

B-MAVEN, INC.

June 18, 2012

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

B-Maven, Inc (the “Company”)

Registration Statement on Form S-1

File No. 333-176376

Dear Mr. Dickerson:

As reflected below prepared and filed pursuant to SEC Rule 461, the  Company  has  requested  acceleration  for the above  referenced Registration  Statement  for  Tuesday,  June 19,  2012 at 9 am EST or as soon as practicable thereafter. In conjunction with that request, the Company hereby acknowledges the following:

·

Should the Commission  or the staff,  acting  pursuant  to  delegated authority,  declare the Form S-1 Registration Statement effective, we understand  that does not  foreclose  the  Commission  from taking any action with respect to the filing;

·

Any  action  of  the  Commission  or the  staff,  acting  pursuant  to delegated  authority  in  declaring  the  filing  effective,  does not relieve the Company from its full  responsibility for the adequacy and accuracy of the disclosure in the Form S-1; and

·

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

Thank you, in advance, for your assistance and cooperation.  Should you require any further information or have any questions, please feel free to call our counsel, Jeffrey M. Quick, at (720) 259-3393.

Very truly yours,

/s/ Anna C. Jones

Anna C. Jones

President and Chief Executive Officer

3272 Reynard Way, San Diego, CA 92103; Telephone Number - 619-846-4614

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Acceleration Request

B-MAVEN, INC.

June 15, 2012

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

B-Maven, Inc (the “Company”)

Registration Statement on Form S-1

File No. 333-176376

Dear Ms. Dickerson:

Pursuant to Securities and Exchange Commission Rule 461, the Company requests acceleration for the above referenced Registration Statement for Tuesday, June 19, 2012 at 9 am EST or as soon as practicable thereafter.

Thank you in advance for your assistance and cooperation.  Should you require any further information or have any questions, please feel free to call our counsel, Jeffrey M. Quick, at (720) 259-3393.

Very truly yours,

/s/ Anna C. Jones

Anna C. Jones

President and Chief Executive Officer

Enclosure

3272 Reynard Way, San Diego, CA 92103; Telephone Number - 619-846-4614

B-MAVEN, INC.

June 15, 2012

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

B-Maven, Inc (the “Company”)

Registration Statement on Form S-1

File No. 333-176376

Dear Mr. Dickerson:

As reflected below prepared and filed pursuant to SEC Rule 461, the  Company  has  requested  acceleration  for the above  referenced Registration  Statement  for  Tuesday,  June 19,  2012 at 9 am EST or as soon as practicable thereafter. In conjunction with that request, the Company hereby acknowledges the following:

·

Should the Commission  or the staff,  acting  pursuant  to  delegated authority,  declare the Form S-1 Registration Statement effective, we understand  that does not  foreclose  the  Commission  from taking any action with respect to the filing;

·

Any  action  of  the  Commission  or the  staff,  acting  pursuant  to delegated  authority  in  declaring  the  filing  effective,  does not relieve the Company from its full  responsibility for the adequacy and accuracy of the disclosure in the Form S-1; and

·

The Company specifically acknowledges that it will not assert this action by the Commission as a defense in any proceeding that might be initiated by the Commission or any person under the federal securities laws of the United States.

Thank you, in advance, for your assistance and cooperation.  Should you require any further information or have any questions, please feel free to call our counsel, Jeffrey M. Quick, at (720) 259-3393.

Very truly yours,

/s/ Anna C. Jones

Anna C. Jones

President and Chief Executive Officer

3272 Reynard Way, San Diego, CA 92103; Telephone Number - 619-846-4614

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SEC Response

▀  ▀  ▀

QUICK LAW GROUP PC

900 WEST PEARL STREET

SUITE 300

BOULDER, CO 80302

Phone: 720.259.3393

Facsimile: 303.845.7315

VIA EDGAR

June 12, 2012

Jay Ingram, Esq.

Jessica Dickerson, Esq.

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Re:

B-Maven, Inc.

Amendment No. 7 to Registration Statement on Form S-1

Filed June 12, 2012

File No. 333-176376

Dear Mr. Ingram and Ms. Dickerson,

Thank you for your comment letter of June 8, 2012 regarding Amendment No. 6 to the Registration Statement on Form S-1 of B-Maven, Inc. (the “Company”).  Based on your comments and current business status of the Company, the Company has filed Amendment No. 7 to the Registration Statement on Form S-1 (the “Amendment”).  Please see the Company’s responses below as they relate to the comment letter.

Management’s Discussion and Analysis or Plan of Operation, page 23

Operations, page 23

1.  We note your response to comment four of our letter dated May 22, 2012.  We still do not understand how you will not be able to pursue any of your timeline goals or action steps if you raise 75%, 50%, 25%, or 10% of your additional financing objectives.  For example, based on your disclosure on page 24, you require $60,000 to complete phases 1-3 of your business plan.  If you raise 75% of the required $100,000 you state is necessary to complete phases 1-4, you will have raised $15,000 more than the funding required to complete phases 1-3.  Please explain to us why you will not be able to pursue any of these phases upon receipt of the additional funding.

Response: As requested, the Company has modified its disclosure with respect to additional financing.  Specifically, it has clarified that with partial financing it will in fact be able to achieve certain of its business objectives although not necessarily pursuant to the schedule set forth in the time-line.  It has removed the reference to the Company being unable to achieve any of its goals of action steps.

The Company and the undersigned strive to provide the best possible disclosure to the investing public.  We hope the above responses and the revised disclosure in the Amendment have addressed appropriately all of the Staff’s comments.  Should you require any further information or have any questions, please feel free to call the undersigned, Jeffrey M. Quick, at (720) 259-3393.

Sincerely,

/s/ Jeffrey M. Quick

Quick Law Group PC

June 8, 2012

Via E -mail
Anna C. Jones
President and Chief Executive Officer
B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103

Re: B-Maven, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed May 31, 2012
  File No. 333 -176376

Dear Ms. Jones :

We have reviewed your registration statement  and have the following comment.

Management’s Discussion and Analysis or Plan of Operation, page 23

Operations, page 23

1. We note your response to comment four of our letter dated May 22, 2012.  We still do not
understand how you will not be able to pursue any of your timeline goals or action steps
if you raise 75%, 50%, 25%, or 10% of your additional financing objec tives.  For
example, based on your disclosure on page 24, you require $60,000 to complete phases 1 -
3 of your business plan.  If you raise 75% of the required $100,000 you state is necessary
to complete phases 1 -4, you will have raised $15,000 more than the  funding required to
complete phases 1 -3.  Please explain to us why you will not be able to pursue any of
these phases upon receipt of the additional funding.

You may contact Dale Welcome at (202) 551 -3865  or Kevin Stertzel at (202) 551 -3723 if
you have q uestions regarding comments on the financial statements and related matters.  Please
contact Jessica Dickerson  at (202) 551 -3749  or me at (202) 551 -3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Jeffrey M. Quick, Quick Law Group PC  (via e -mail)

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SEC Response

▀  ▀  ▀

QUICK LAW GROUP PC

900 WEST PEARL STREET

SUITE 300

BOULDER, CO 80302

Phone: 720.259.3393

Facsimile: 303.845.7315

VIA EDGAR

May 31, 2012

Jay Ingram, Esq.

Jessica Dickerson, Esq.

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Re:

B-Maven, Inc.

Amendment No. 6 to Registration Statement on Form S-1

Filed May 31, 2012

File No. 333-176376

Dear Mr. Ingram and Ms. Dickerson,

Thank you for your comment letter of May 22, 2012 regarding Amendment No. 5 to the Registration Statement on Form S-1 of B-Maven, Inc. (the “Company”).  Based on your comments and current business status of the Company, the Company has filed Amendment No. 6 to the Registration Statement on Form S-1 (the “Amendment”).  Please see the Company’s responses below as they relate to the comment letter.

Risk Factors, page 6

Risks Related to Our Common Stock, page 12

You may have limited access to information regarding our business . . . , page 17

1. We note your response to comment three of our letter dated May 4, 2012, and we reissue the comment as we are unable to locate the updated disclosure referenced in your response. Please revise the disclosure in this risk factor and on page 45 to reflect the changes to shareholder threshold levels made by the Jumpstart Our Business Startups Act.

Response: We have added the requisite shareholder threshold disclosures to the referenced pages.

Use of Proceeds, page 17

2. We note your response to comment four of our letter dated May 4, 2012. If the company is only required to pay $7,500 in legal fees upon obtaining the maximum offering proceeds, please disclose how the company intends to use the remaining $2,500 in offering proceeds. If the company will have discretion in its use of the remaining $2,500, please so state. In this regard, we note the SEC registration fee, FINRA filing fee, accounting fees and expenses, transfer agent fees, blue sky fees and expenses, and miscellaneous expenses as disclosed account for $15,000 of the proceeds. If the company then pays $7,500 in legal fees, $2,500 remain unallocated.

Response: We have updated the disclosure regarding the use of proceeds.

Securities and Exchange Commission

May 31, 2012

Page 2

Management’s Discussion and Analysis or Plan of Operation, page 23

Operations, page 23

3. We note your response to comment six of our letter dated May 4, 2012. It appears as though you anticipate carrying out your business plan in four separate phases, each to be carried out as funding becomes available. Please replace the “Months 1-3,” “Months 3-5,” “Months 6-8,” and “Month 9-12,” headings on pages 24-25 with “Phase 1,” “Phase 2,” “Phase 3,” and “Phase 4.” In this regard, we note the current headings are confusing in that they indicate these phases will be carried out within 12 months when, in reality, these steps could take much longer to complete due to your lack of financing. In each phase, please disclose how long you anticipate it will take to complete each phase if the required funding becomes available.

Response: The labeling for each phase has been updated as requested, and includes the Company’s anticipated timeframe for each phase.

4. On page 25, you now state that if you “complete 75%, 50%, 25% or even 10% of [y]our additional financing objectives, [you] will not be able to pursue any of [y]our time-line goals or action steps.” Please explain why you will not be able to pursue any of your timeline goals upon obtaining partial financing.

Response: We have updated our disclosure per your request.

Business, page 28

Proposed Products, page 30

5. We note your response to comment nine of our letter dated May 4, 2012, and we reissue the comment. Fiscal year 2012 ends on June 30, 2012. Please revise your disclosures to refer to the appropriate fiscal year.

Response: We have updated our disclosure.

Certain Relationships and Related Transactions, page 36

6. We note your response to comment 10 of our letter dated May 4, 2012. Please identify Quick Law Group, P.C. as a promoter, or tell us why Quick Law Group has not indirectly taken the initiative in founding and organizing your business. In this regard, we note Quick Law Group is effectively financing this offering, which, as stated in your previous responses to us, you are commencing in order to become more attractive to investors to facilitate the implementation of your business plan.

Response: Per our discussion on May 23, 2012 regarding this matter, we continue to believe that our firm should not be considered or designated a “promoter”. Specifically, the fees due for legal services are not dependent on the success of the financing and will not be paid out of the proceeds either by contract or understanding.  Moreover, our firm has not and will not have any role, direct or indirect, in arranging or assisting the Company in its attempts to obtain financing in any manner.  Additionally, we have not assisted the Company in its operations or its attempt to acquire assets or revenue producing contracts.

The Company and the undersigned strive to provide the best possible disclosure to the investing public.  We hope the above responses and the revised disclosure in the Amendment have addressed appropriately all of the Staff’s comments.  Should you require any further information or have any questions, please feel free to call the undersigned, Jeffrey M. Quick, at (720) 259-3393.

Sincerely,

/s/ Jeffrey M. Quick

Quick Law Group PC

May 22, 2012

Via E -mail
Anna C. Jones
President and Chief Executive Officer
B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103

Re: B-Maven, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed May 14 , 2012
  File No. 333 -176376

Dear Ms. Jones :

We have reviewed your registration statement  and have the following comments.

Risk Factors, page 6

Risks Related to Our Common Stock, page 12

You may have limited access to information regarding our business . . . , page 17

1. We note your response to comment three of our letter dated May 4, 2012, and we reissue
the comment as we are unable to locate the updated disclosure referenced in your
response.  Please revise the disclosure in this risk factor and on page 45 to reflect the
changes to shareholder threshold levels made by the Jumpstart Our Business Startups
Act.

Use of Proceeds, page 17

2. We note your response to comment four of our letter dated May 4, 201 2.  If the company
is only required to pay $7,500 in legal fees upon obtaining the maximum offering
proceeds, please disclose how the company intends to use the remaining $2,500 in
offering proceeds.  If the company will have discretion in its use of the r emaining $2,500,
please so state.  In this regard, we note the SEC registration fee, FINRA filing fee,
accounting fees and expenses, transfer agent fees, blue sky fees and expenses, and
miscellaneous expenses as disclosed account for $15,000 of the proceed s.  If the
company then pays $7,500 in legal fees, $2,500 remain unallocated.

Anna C. Jones
B-Maven, Inc.
May 22, 2012
Page 2

 Management’s Discussion and Analysis or Plan of Operation, page 23

Operations, page 23

3. We note your response to comment six of our letter dated May 4, 2012.  It appears as
though you anticipate carrying out your business plan in four separate phases, each to be
carried out as funding becomes available.  Please replace the “Months 1 -3,” “Months 3 -
5,” “Months 6 -8,” and “Month 9 -12,” headings on pages 24 -25 with “Phase 1,” “Phas e
2,” “Phase 3,” and “Phase 4.”  In this regard, we note the current headings are confusing
in that they indicate these phases will be carried out within 12 months when, in reality,
these steps could take much longer to complete due to your lack of financi ng.  In each
phase, please disclose how long you anticipate it will take to complete each phase if the
required funding becomes available.

4. On page 25, you now state that if you “complete 75%, 50%, 25% or even 10% of [y]our
additional financing objective s, [you] will not be able to pursue any of [y]our time -line
goals or action steps.”  Please explain why you will not be able to pursue any of your
timeline goals upon obtaining partial financing.

Business, page 28

Proposed Products, page 30

5. We note your  response to comment nine of our letter dated May 4, 2012, and we reissue
the comment.  Fiscal year 2012 ends on June 30, 2012.  Please revise your disclosures to
refer to the appropriate fiscal year.

Certain Relationships and Related Transactions, page 36

6. We note your response to comment 10 of our letter dated May 4, 2012.  Please identify
Quick Law Group, P.C. as a promoter, or tell us why Quick Law Group has not indirectly
taken the initiative in founding and organizing your business.  In this regard,  we note
Quick Law Group is effectively financing this offering, which, as stated in your previous
responses to us, you are commencing in order to become more attractive to investors to
facilitate the implementation of your business plan.

Anna C. Jones
B-Maven, Inc.
May 22, 2012
Page 3

 You may co ntact Dale Welcome at (202) 551 -3865  or Kevin Stertzel at (202) 551 -3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Dickerson  at (202) 551 -3749  or me at (202) 551 -3397 with any other qu estions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Via E -mail
 Jeffrey M. Quick, Quick Law Group PC

CORRESP
1
filename1.htm

SEC Response Letter

▀  ▀  ▀

QUICK LAW GROUP PC

900 WEST PEARL STREET

SUITE 300

BOULDER, CO 80302

Phone: 720.259.3393

Facsimile: 303.845.7315

VIA EDGAR

May 11, 2012

Jay Ingram, Esq.

Jessica Dickerson, Esq.

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Re:

B-Maven, Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed May 9, 2012

File No. 333-176376

Dear Mr. Ingram and Ms. Dickerson,

Thank you for your comment letter of May 4, 2012 regarding Amendment No. 4 to the Registration Statement on Form S-1 of B-Maven, Inc. (the “Company”).  Based on your comments and current business status of the Company, the Company has filed Amendment No. 5 to the Registration Statement on Form S-1 (the “Amendment”).  Please see the Company’s responses below as they relate to the comment letter.

________________________

General

1.

Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that you are an emerging growth company and revise your prospectus to: Describe how and when a company may lose emerging growth company status; Briefly describe the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and State your election under Section 107(b) of the JOBS Act: If you have elected to opt out of the extended transition period for  complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is irrevocable; or If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures. In addition, consider describing the extent to which any of these exemptions are available to you as a Smaller Reporting Company..

Response:  The Company has updated and added the necessary disclosure related to the recently enacted Jumpstart Our Business Startups Act. Specifically, please see pages 10, 12, 17, and 26 of the Amendment.

Securities and Exchange Commission

May 11, 2012

Page 2

Prospectus Summary, page 4

2.

We note your revised disclosure in the seventh paragraph on page 4. In the first sentence of this paragraph, you state that “BMI has developed a full spectrum of skin care products . . . .” This statement appears to contradict your other statements in this paragraph. For example, you reference that you are “currently developing and testing” your products, and in the last sentence, you discuss qualities you expect your products to have “once developed.” Please revise this paragraph, as well as your disclosure throughout the prospectus, so that it accurately and consistently reflects the current stage of your product development and operations. In this regard, we note other inconsistencies in the prospectus including, but not limited to, your statement in the penultimate paragraph on page 24 that you will “begin work on the product formulas” after the offering has been completed and proceeds have been received.

Response:  As requested, the Company updated its disclosure on page 4 as well as where necessary to remove inconsistencies in its prospectus.

Risk Factors, page 6

Risks Related to Our Common Stock, page 12

You may have limited access to information regarding our business . . . , page 17

3.

Please revise the disclosure in this risk factor and on page 44 so that the shareholder thresholds you reference reflect the changes made by the Jumpstart Our Business Startups Act.

Response:  As requested, the Company updated its disclosure on page 44 to reflect the changes made by the Jumpstart Our Business Startups Act.

Use of Proceeds, page 17

4.

It is unclear to us why you now state that only $7,500, rather than $10,000, of the legal fees will be paid if you collect the maximum offering proceeds. Please clarify your intended use of the remaining $2,500.

Response:  As requested, the Company has updated its disclosure on page 17. The Company through its agreement with our firm is only required to pay $7,500 from the maximum offering proceeds, however it does not preclude them from paying more if available. The Company will have incurred significant costs and any number of these costs will be used to pay for from the maximum proceeds.

The Offering, page 18

5.

We note your response to comment three of our letter dated December 9, 2011. Specifically, we note the only change in your “escrow arrangement” is the change in the “escrow agent.” Accordingly, we are still unable to agree with your conclusion that this arrangement for Quick Law Group, P.C. to hold offering proceeds is properly characterized as an escrow arrangement. Please revise your disclosure accordingly.

Response:  In lieu of the previous escrow agreement, the Company has entered into a fund retention agreement with its present counsel the Quick Law Group, P.C. as fund retention agent.  The Company continues to  believe that the arrangement set forth in this agreement affords the Company and its potential investors an assurance that the offering will be conducted in accordance with the applicable law and also addresses any concerns that the term “escrow” may imply a situation different than the actual terms of the agreement.  As with the escrow agreement, none of the proceeds will be distributed to any entity besides the Company as has been disclosed in the registration statement. The necessary disclosure has been provided throughout the document reflecting the arrangement with our firm.

Securities and Exchange Commission

May 11, 2012

Page 3

Management’s Discussion and Analysis, page 22

Operations, page 22

6.

We note your response to comment four of our letter dated December 9, 2011, and we reissue the comment in part. Please provide a timeline for the completion of your business plan assuming you raise 75%, 50%, 25%, and 10% of the required funding.

Response:  Again we reiterate our response to comment four of your letter date December 9, 2011. The timeline does not change whether we receive 75%, 50%, 25% or 10% of the offering proceeds. The Company will need to raise additional capital to fully push forth on its business plan. This has been disclosed throughout the document and adequately describes the Company’s intentions.

7.

We note your response to comment five of our letter dated December 9, 2011. Specifically, we note your statement on page 24 that you can maintain the business for at least 12 months in part through short term loans from friends and family members which you “currently have in place.” Please either clarify what you mean by “currently have in place” or remove this language as it gives the appearance that you have commitments for financing from friends and family members. In this regard, we note the apparent inconsistent disclosure in which you state that you currently have “no sources of financing and no commitments for financing.” Additionally, please disclose that you do not and will not accrue compensation for Ms. Jones’ services, as indicated in your response to the comment.

Response:  As requested, the Company has updated its disclosure on page 24 to reflect that no written agreements in place for commitments on financing from friends and family members. The Company has further clarified in its disclosure that Ms. Jones’ service will not be accrued as compensation and will continue to work for free.

Seasonality, page 27

8.

On page 8, we note you discuss seasonality during the winter. Please provide similar disclosure in this section.

Response:  As requested, the Company has updated its disclosure on page 27.

Business, page 27

Proposed Products, page 29

9.

In the fourth paragraph, you refer to fiscal year 2012 when it appears you mean fiscal year 2013. You make a similar statement in the last paragraph on page 30. Please revise your disclosure as appropriate.

Response:  The Company believes from its understanding of financial reporting and the difference between fiscal and calendar year reporting that fiscal year 2012 begins on July 1, 2012 and ends on June 30, 2013, whereby the disclosure appears to be correct as to the timing on proposed products. Fiscal year 2013 would be invariably begin on July 1, 2013 and end June 30, 2014 almost two years away.

Certain Relationships and Related Transactions, page 35

10.

Please identify Quick Law Group, P.C. as a promoter. Refer to the definition of “promoter” in Rule 405 of Regulation C.

Response:  As requested, the Company has revised its disclosure relative to the law firm and its description as a “promoter.”  Specifically, although the Quick Law Group, P.C. might be deemed a “promoter” by virtue of the fact that the firm may be effectively financing this offering through the deferral of legal fees, the Company and the undersigned believe these activities do not constitute the taking of "initiative in founding and organizing the business or enterprise of an issuer," as set forth in the definition of "promoter" in Rule 405.

Securities and Exchange Commission

May 11, 2012

Page 4

Plan of Distribution, page 39

11.

We note your response to comment nine of our letter dated December 9, 2011. Please disclose in the prospectus that you do not have a formal arrangement or understanding with the market maker you identify as having agreed to file an application with FINRA on your behalf.

Response:  As requested, the Company has updated its disclosure regarding the market maker and indicated that it does not have a formal agreement to file an application with FINRA on the Company’s behalf.

Exhibits, page II-2

12.

Please tell us why you continue to include the opinion provided by Gary B. Wolff, P.C., the original subscription agreement, and the original escrow agreement as exhibits to the registration statement.

Response:  It is ours and the Company’s understanding that all agreements whether in effect or not, when filed as exhibits to a registration statement must continue to be referenced in the Exhibits list. The Company has removed the prior consent letters and their exhibit references as they are superseded with each pre-effective amendment, however we believe the reference to the original subscription and escrow agreement is required.

____________________________

The Company and the undersigned strive to provide the best possible disclosure to the investing public.  We hope the above responses and the revised disclosure in the Amendment have addressed appropriately all of the Staff’s comments.  Should you require any further information or have any questions, please feel free to call the undersigned, Jeffrey M. Quick, at (720) 259-3393.

Sincerely,

/s/ Jeffrey M. Quick

Quick Law Group PC

May 4, 2012
 Via E-mail

Anna C. Jones President and Chief Executive Officer B-Maven, Inc. 3272 Reynard Way San Diego, CA  92103
Re: B-Maven, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed April 6, 2012
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.
 General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please di sclose on your prospect us cover page that
you are an emerging growth company and revise your prospectus to:

 Describe how and when a company may lose emerging growth company status;

 Briefly describe the various exemptions  that are available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:

o If you have elected to opt out
 of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is  irrevocable; or

o If you have elected to use the extend ed transition period for complying
with new or revised accounting standa rds under Section 102(b)(1), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective dates
for public and private companies until those standards a pply to private
companies.  Please state in your risk fact or that, as a result of this election,
your financial statements may not be comparable to companies that

Anna C. Jones B-Maven, Inc. May 4, 2012 Page 2

 comply with public company effective dates.  Include a similar statement
in your critical account ing policy disclosures.
 In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.
 Prospectus Summary, page 4

2. We note your revised disclosure in the sevent h paragraph on page 4.  In the first sentence
of this paragraph, you state that “BMI has de veloped a full spectrum of skin care products
. . . .”  This statement appears to contradict  your other statements in this paragraph.  For
example, you reference that you are “currently  developing and test ing” your products,
and in the last sentence, you discuss qualities you expect your products to have “once
developed.”  Please revise th is paragraph, as well as your disclosure throughout the
prospectus, so that it accurately and consiste ntly reflects the current  stage of your product
development and operations.  In this regar d, we note other inconsistencies in the
prospectus including, but not limited to, your statement in the penultimate paragraph on
page 24 that you will “begin work on the product formulas” after the offering has been completed and proceeds have been received.

Risk Factors, page 6

 Risks Related to Our Common Stock, page 12

 You may have limited access to informati on regarding our business . . . , page 17

3. Please revise the disclosure in this risk f actor and on page 44 so that the shareholder
thresholds you reference reflect the changes made by the Jumpstart Our Business Startups
Act.
Use of Proceeds, page 17

4. It is unclear to us why you now state that  only $7,500, rather than $10,000, of the legal
fees will be paid if you collect the maxi mum offering proceeds.  Please clarify your
intended use of the remaining $2,500.
 The Offering, page 18

5. We note your response to comment three of our letter dated December 9, 2011.
Specifically, we note the only change in your “escrow arrangement” is  the change in the
“escrow agent.”  Accordingly, we are still una ble to agree with your conclusion that this
arrangement for Quick Law Group, P.C. to hold offering proceeds is properly characterized as an escrow arrangement.  Please revise your disc losure accordingly.

Anna C. Jones B-Maven, Inc. May 4, 2012 Page 3

 Management’s Discussion and Analysis  or Plan of Operation, page 22

 Operations, page 22

6. We note your response to comment four of our letter dated December 9, 2011, and we
reissue the comment in part.  Please provi de a timeline for the completion of your
business plan assuming you raise 75%, 50% , 25%, and 10% of the required funding.

7. We note your response to comment five of our letter dated December 9, 2011.
Specifically, we note your statement on page 24 that you can maintain the business for at
least 12 months in part thr ough short term loans from friends and family members which
you “currently have in place.”  Please either clarify what you mean by “currently have in
place” or remove this language as it gives th e appearance that you have commitments for
financing from friends and fam ily members.  In this regard, we note the apparent
inconsistent disclosure in which you state that you curre ntly have “no sources of
financing and no commitments for financing.”   Additionally, please disclose that you do
not and will not accrue compensation for Ms.  Jones’ services, as indicated in your
response to the comment.
 Seasonality, page 27

8. On page 8, we note you discuss seasonality during the winter.  Please provide similar
disclosure in this section.
 Business, page 27

 Proposed Products, page 29

9. In the fourth paragraph, you refer to fiscal  year 2012 when it appears you mean fiscal
year 2013.  You make a similar statement in th e last paragraph on page 30.  Please revise
your disclosure as appropriate.
 Certain Relationships and Re lated Transactions, page 35

10. Please identify Quick Law Group, P.C. as a promoter.  Refer to the definition of
“promoter” in Rule 405 of Regulation C.
 Plan of Distribution, page 39

11. We note your response to comment nine of  our letter dated December 9, 2011.  Please
disclose in the prospectus that you do not have a formal arrangement or understanding
with the market maker you identify as having agreed to file an a pplication with FINRA
on your behalf.

Anna C. Jones B-Maven, Inc. May 4, 2012 Page 4

 Exhibits, page II-2

12. Please tell us why you continue to include th e opinion provided by Ga ry B. Wolff, P.C.,
the original subscription agreement, and the or iginal escrow agreement as exhibits to the
registration statement.

You may contact Dale Welcome at (202) 551-3865 or Kevin St ertzel at (202) 551-3723 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Dickerson at (202) 551-3749 or me at (202) 551-3397 with any other questions.

Sincerely,
   /s/ Jay Ingram
Jay Ingram Legal Branch Chief
cc: Via E-mail

 Jeffrey M. Quick, Quick Law Group PC

CORRESP
1
filename1.htm

SEC Response

▀  ▀  ▀

QUICK LAW GROUP PC

900 WEST PEARL STREET

SUITE 300

BOULDER, CO 80302

___________

Phone: 720.259.3393

Facsimile: 303.845.7315

VIA EDGAR

April 6, 2012

Pamela Long, Esq.

Dietrich King, Esq.

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Re:

B-Maven, Inc.

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

Filed April 6, 2012

File No. 333-176376

Dear Ms. Long and King,

Thank you for your comment letter of December 9, 2011 regarding Amendment No. 3 to the Registration Statement on Form S-1 of B-Maven, Inc. (the “Company”).  Based on your comments and current business status of the Company, the Company has filed Amendment No. 4 to the Registration Statement on Form S-1 (the “Amendment”).  Please see the Company’s responses below as they relate to the comment letter.

As a general note of explanation for the length of time elapsed since the Company’s previous filing, in light of the Staff’s comments its previous letter, the Company has engaged the undersigned with respect to this registration statement and the related opinion of counsel required under Regulation S-K.

________________________

General

1.

We note your response to comment one of our letters dated November 1, 2011.  Based on your current disclosure, it remains unclear to us how you reasonably anticipate carrying out the business plan described in the prospectus given the continued lack of detail and clarity in your disclosure about your plans for, and ability to obtain, additional financing.  We direct your attention again to Securities Act Release No. 33-6932 (April 13, 1992), specifically Section II.A, in which the Commission stated that it would “scrutinize…offerings for attempts to create the appearance that the registrant…has a specific business plan, in an effort to avoid the application of Rule 419.”  Please either revised your registration statement and the terms of your offering to comply with Rule 419 or provide us with a detailed analysis as to why you believe your transaction is not within the scope of Rule 419.  In this regard, we note your counsel’s involvement in substantially similar transactions, such as the initial public offering of HotelPlace, Inc., which it appears to have been sold approximately four months after its registration statement went effective.

Securities and Exchange Commission

April 6, 2012

Page 2

Response:  The Company has updated and added the necessary disclosure relating to its business and financing plans.  Specifically, please see pages 4, 23 and 24 of the Amendment.  Additionally, since its last filing, the Company has entered into an International Distribution Agreement with a known import/export business located in Southern California as discussed on pages 25 and 30 of the Amendment.  Based on the updated disclosure and previous filings and responses provided by prior counsel, we believe that Rule 419 does not apply to the Company either now or in the past.  The Company respectfully notes that while the Company’s prior counsel may have had involvement in substantially similar transactions the Company does not have any intention of selling or merging with any other entity.  Rather, the Company’s sole intent is to continue pursuing its core business plans, including obtaining the necessary financing and the sale of its products.

2.

Please revise your prospectus summary, as well as the business and MD&A sections of the prospectus, to disclose that you are a shell company, as defined in Rule 405 under the Securities Act.

Response:  As requested, the Company has updated its disclosure on pages 4, 23 and 27 of the Amendment.

The Offering, page 18

3.

We note your response to comment three of our letter dated November 1, 2011.  Based on that response and the revised disclosure in the prospectus, we are unable to agree with your conclusion that your arrangement with Gary B. Wolff, P.C. to hold offering proceeds is properly characterized as an escrow arrangement.  Please revise your disclosure accordingly.

Response:  Based on this comment and others, the Company has retained new legal counsel and has entered into a new escrow agreement with its present counsel, Quick Law Group P.C., as its escrow agent.  The Company and the undersigned believe this new agreement complies with all applicable rules and regulations and is properly characterized as an escrow arrangement between the two parties.

Management’s Discussion and Analysis or Plan of Operation, page 22

Operations, page 22

4.

We note your response to comment four of our letter dated November 1, 2011, and your revised disclosure.  In the first sentence of the fifth paragraph on page 23, you state that your only source of capital at this time is through this offering.  Please revise this statement to clarify that all of the proceeds of this offering will go toward paying a portion of the costs of the offering.  Additionally, please provide a timeline for the completion of your business plan assuming you raise 100%, 75%, 50%, 25% and 10% of the required funding.

Response:  As requested, the Company has updated its disclosure on page 23.

5.

In the penultimate paragraph on page 24, you now state that even if you do not receive financing, you will expect to maintain limited operations for at least 12 months because you president will provided services without current compensation.  Please disclose whether your president will accrue compensation.  Please also address how you expect to cover operating expenses during the 12 months if you do not receive financing.

Response:  As requested, the Company has updated its disclosure on page 24. The Company does not and has no intention to accrue any compensation for the services provided by its president. The Company has no plans for the future to accrue any compensation that Ms. Jones may provide. The Company through the date of the Amendment has received non-demand interest free loans from friends and family members and will seek to expand this funding source as necessary for working capital purposes.

Securities and Exchange Commission

April 6, 2012

Page 3

Liquidity, page 25

6.

We note your response to comment six of our letter dated November 1, 2011, and your revised disclosure.  Specifically, we note you added disclosure stating that the majority of the costs relating to the offering become due, if and when you receive a trading symbol from FINRA.  This statement appears to conflict with Exhibit 10.1 and your statement that you will be in technical default under the agreement with your counsel if you do not generate sufficient revenues within six months to pay the offering costs.  Please advise, or revise your disclosures as appropriate.  Additionally, please disclose the amount of imputed interest to which you will be subject if a technical default occurs on the outstanding payments owed to your counsel.  Finally, please disclose whether the liability to your counsel takes priority over the funds required to implement your business plan.

Response:  As requested, the Company has updated its disclosure on pages 25 and 26. The Company as disclosed has ceased its arrangement with its prior legal counsel and new counsel has not placed significant restraints on the Company and its payment requirements.

7.

In the second paragraph, you state that you believe you can secure funding.  Please provide us with the basis for this belief.

Response:  As requested, the Company has updated its disclosure on page 26.

The Company believes that it has made the necessary disclosure relative to the securing of necessary funding when the time may be appropriate, particularly with the following statement (emphasis added):

Private capital, if sought, will most likely be sought from former business associates of our founder or private investors referred to us by those business associates. To date, the Company has not sought any funding source and has not authorized any person or entity to seek out funding on our behalf.

Certain Relationships and Related Transactions, page 25

8.

Please disclose the name of the related party referenced in your new disclosure at the bottom of page 35.  Please also disclose the nature of the relationship such party has with the company.

Response:  As requested, the Company has updated its disclosure on page 36.

Plan of Distribution, page 39

9.

Please tell us the name of the market maker you refer to on page 39, and clarify for us the nature of your agreement with the market maker.

The name of the Company’s proposed market maker is Spartan Securities Group, Ltd..  As of the date of this Amendment, the Company does not have a formal arrangement or understanding with this market maker.

Exhibit 5.1

10.

We note your response to comment seven of our letter dated November 1, 2011.  Please clarify for us whether Mr. Wolff is licensed to practice law in any other jurisdiction besides New York.  Given that Mr. Wolff is suspended from practicing law in New York, if he is not licensed to practice law elsewhere, we do not believe that Mr. Wolff’s opinion constitutes an opinion of counsel within the parameters of Regulation S-K Item 601(b)(5).  Please refer to the SEC Administrative Proceeding Release No. 34-59303 (Jan. 27, 2009). In that case, you would need to file a new legality opinion in compliance with Item 601(b)(5) and revise the Legal Matters disclosure in your prospectus accordingly.

Response:  As noted in this letter and the disclosure throughout this Amendment, the Company believes it has addressed all of the Staff’s concerns relating to its previous counsel.

____________________________

Securities and Exchange Commission

April 6, 2012

Page 4

The Company and the undersigned strive to provide the best possible disclosure to the investing public.  We hope the above responses and the revised disclosure in the Amendment have addressed appropriately all of the Staff’s comments.  Should you require any further information or have any questions, please feel free to call the undersigned, Jeffrey M. Quick, at (720) 259-3393.

Sincerely,

/s/ Jeffrey M. Quick

Quick Law Group PC

December 9, 2011
 Via E-mail

Anna C. Jones President and Chief Executive Officer B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103
Re: B-Maven, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed November 30, 2011
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.
 General

1. We note your response to comment one of our  letter dated November 1, 2011.  Based on
your current disclosure, it remains unclear to us how you reasonably anticipate carrying
out the business plan described in the prospe ctus given the continue d lack of detail and
clarity in your disclosure about your plans fo r, and ability to obtain, additional financing.
We direct your attention again to Secu rities Act Release N o. 33-6932 (April 13, 1992),
specifically Section II.A, in which the Commi ssion stated that it would “scrutinize . . .
offerings for attempts to create the appearan ce that the registrant  . . . has a specific
business plan, in an effort to avoid the appli cation of Rule 419.”  Please either revise your
registration statement and the terms of your offering to comply with Rule 419 or provide
us with a detailed analysis as  to why you believe your transac tion is not within the scope
of Rule 419.  In this regard, we note your c ounsel’s involvement in substantially similar
transactions, such as the initial public offeri ng of HotelPlace, Inc., which appears to have
been sold approximately four months after its registration statement went effective.

2. Please revise your prospectus summary, as we ll as the business a nd MD&A sections of
the prospectus, to disclose that you are a sh ell company, as defined in Rule 405 under the
Securities Act.
 The Offering, page 18

3. We note your response to comment three of our letter dated November 1, 2011.  Based on
that response and the revised di sclosure in the prospectus, we are unable to agree with
your conclusion that your arrangement with  Gary B. Wolff, P.C. to hold offering

Anna C. Jones B-Maven, Inc. December 9, 2011 Page 2

 proceeds is properly characterized as an escrow arrangement.  Please revise your
disclosure accordingly.
 Management’s Discussion and Analysis  or Plan of Operation, page 22

 Operations, page 22

4. We note your response to comment four of our letter dated November 1, 2011, and your
revised disclosure.  In the first sentence of  the fifth paragraph on page 23, you state that
your only source of capital at this time is th rough this offering.  Please revise this
statement to clarify that all of the pro ceeds of this offering will go toward paying a
portion of the costs of the offering.  Additionally, please provide a timeline for the completion of your business plan assuming you raise 100%, 75%, 50% , 25%, and 10% of
the required funding.

5. In the penultimate paragraph on page 24, you now state that even if you do not receive
financing, you expect to mainta in limited operations for at least 12 months because your
president will provide services without current compen sation.  Please disclose whether
your president will accrue compensation.  Pleas e also address how you expect to cover
operating expenses during the 12 months  if you do not receive financing.

Liquidity, page 25

6. We note your response to comment six of our  letter dated November 1, 2011, and your
revised disclosure.  Specifically, we note you ad ded disclosure stating that the majority of
the costs relating to the offering become due , if and when you receive a trading symbol
from FINRA.  This statement appears to c onflict with Exhibit 10.1 and your statement
that you will be in technical  default under the agreement with your counsel if you do not
generate sufficient revenues within six months to pay the offering costs.  Please advise, or
revise your disclosures as a ppropriate.  Additionally, pl ease disclose the amount of
imputed interest to which you will be subj ect if a technical default occurs on the
outstanding payments owed to your counsel.  Fi nally, please disclose whether the liability
to your counsel takes priority over the f unds required to implement your business plan.

7. In the second paragraph, you state that you believe you can secure funding.  Please
provide us with the ba sis for this belief.
 Certain Relationships and Re lated Transactions, page 25

8. Please disclose the name of the related party referenced in your new disclosure at the
bottom of page 35.  Please also disclose the na ture of the relationshi p such party has with
the company.

Anna C. Jones B-Maven, Inc. December 9, 2011 Page 3

 Plan of Distribution, page 39

9. Please tell us the name of the market maker you refer to on page 39, and clarify for us the
nature of your agreement with the market maker.
 Exhibit 5.1

10. We note your response to comment seven of our letter dated November 1, 2011.  Please
clarify for us whether Mr. Wolff is license d to practice law in any other jurisdiction
besides New York.  Given that  Mr. Wolff is suspended from  practicing law in New York,
if he is not licensed to practice law elsewher e, we do not believe th at Mr. Wolff’s opinion
constitutes an opinion of counsel within the parameters of Regulation S-K Item
601(b)(5).  Please refer to the SEC Admi nistrative Proceeding Release No. 34-59303
(Jan. 27, 2009).  In that case, you would need to file a new legality opinion in compliance
with Item 601(b)(5) and re vise the Legal Matters disc losure in your prospectus
accordingly.

You may contact Dale Welcome at (202) 551-3865 or Kevin St ertzel at (202) 551-3723 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Dickerson at ( 202) 551-3749 or Dietrich King at  (202) 551-3338 with any other
questions.

Sincerely,
   /s/ Dietrich King for
Pamela Long Assistant Director
cc: Gary B. Wolff, P.C.

CORRESP
1
filename1.htm

SEC Response Letter

GARY B. WOLFF, P.C.

COUNSELOR AT LAW

 488 Madison Avenue Suite 1100 New York, New York 10022

Tel: (212) 644-6446 Fax: (212) 644-6498 Email: wolffpc@nyc.rr.com

November 30, 2011

Ms. Jessica Dickerson

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

B-Maven, Inc. (the “Company” or “Issuer”)

Registration Statement Form S1/ Pre-Effective Amendment Three

File No.: 333-176376

Dear Ms. Dickerson:

Enclosed is Pre-Effective Amendment Three to the above Registration Statement. The changes are made in response to staff comments. The paragraph numbers below correspond to the numbered comments in your comment letter dated November 1, 2011. We have also updated the unaudited interim financial statements through the quarter ended September 30, 2011.

General

1.

The definition of a blank check company is not the same as a shell company. As we indicated previously, the Company is not a “Blank Check” company as defined by Rule 419 of the Securities Act of 1933, as amended ("Rule 419") and, therefore, the registration statement need not comply with the requirements of Rule 419.

Rule 419 defines a "blank check company" as a company that:

 i. Is a development stage company that has no specific business plan or purpose [emphasis added] or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and

 ii. Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.

The Company has a very specific business purpose and a bona fide plan of operations which involves the planned sale of skin care products for which initial product formulas have been acquired. These matters are described in the section of the Prospectus entitled BUSINESS and subheadings thereunder as well as in an expanded MD&A section. The fact that resources are limited does not change the fact that the Company has a specific business plan that it is attempting to implement. It also must and has disclosed its risks and limitations to potential investors. However, those risks and limitations do not mean that a business plan does not exist nor that efforts are not underway to implement the plan. The Company is an early development stage company and not a 419 company.

It is also reasonably common for development stage companies to have limited assets and resources as well as having a going concern explanatory paragraph in the report of its auditor. The Company is considering all possible avenues to develop its business. It believes that being a public company may increase its image and credibility in the marketplace and provide possible sources of funding. It has not done any formal studies to determine the likelihood of these things happening.

Lastly, the Company does not have any plans to engage in a merger or acquisition with any other company or companies or other entity or person. This is disclosed in the PROSPECTUS SUMMARY as follows. “The Company has no plans or intention to be acquired or merge with an operating business entity nor does the Company or any of its shareholders have any plans to enter into a change of control or similar type transaction.”

The Company, because of its business plan, is not a blank check company but is an early stage development company that may be considered a shell company as disclosed throughout the Registration Statement.

Risks Related to the Business, page 6

Our internal controls may become inadequate as we grow..., page 11

2.

We have made the requested changes to our risk factor referencing internal controls. However, challenges that in the future may represent material risks cannot be properly assessed until we have experienced that growth, if it occurs, and our current disclosure is designed to be sufficient for an investor to make a rational investment.

The Offering, page 17

3.

We have made the requested disclosure and further explanation as to why Gary Wolff’s firm is considered to be an escrow agent for the Company and its offering. Definition - escrow agent - a person or entity holding documents and funds in a transfer of real property, acting for both parties pursuant to instructions. Typically the agent is a person (commonly an attorney), escrow company or title company, depending on local practice.

Management’s Discussion and Analysis or Plan of Operation, page 22

4.

We have made the requested disclosure and further explanation as to our plan for growth and financing.

Operations, page 22

5.

We have corrected our disclosure. Inadvertently the reference to “secondary offering” was left in the amended filing.

Liquidity, page 23

6.

We have revised our disclosure.

Exhibit 5.1

7.

Gary B. Wolff received a letter from the New York State Bar Association regarding his current attorney registration status with New York State, which advised that he was suspended according to the New York State Office of Court Administration’s Attorney Registration Unit. Such letter further stated that “Unfortunately, it becomes necessary to cancel your membership if you do not seek reinstatement assuming that this suspension is the result of an oversight. You may wish to contact the New York State Office of Court Administration Attorney Registration Unit via telephone at 212-428 2800 or email attyreg@nycourts.gov. Please notify us when you have been reinstated…” I thereafter (on September 16, 2011) contacted Mr. Kyle Coles, Assistant Court Analyst Attorney Registration Unit (212-428-2801); kcoles@nycourts.gov) and was advised that past due fees amounted to $1,700 which sum was paid in full on September 28, 2011.

I was also separately advised that I was delinquent in my Continuing Legal Education credits and asked for and received an extension to January 31, 2012 to rectify this matter.

Please note that this entire matter has nothing to do with any complaints from clients or any governmental agency regarding legal services rendered, but solely and completely has to do with delinquencies in (a) dues payments - since paid in full and (b) CLE Credits now on extension to January 31, 2012.

Accordingly, based on the above, I am of the opinion that I may provide a valid legal opinion in connection with B-Maven, Inc.’s offering. I have also read SEC Rule of Practice 102 (e)(2) entitled Certain Professionals and Convicted Persons and do not feel that this section applies to me.

If you have any questions or require anything further, please feel free to call me at 212-644-6446.

Sincerely,

/s/ Gary B. Wolff

Gary B. Wolff

cc:

B-Maven, Inc.

2

November 1, 2011
 Via E-mail

Anna C. Jones President and Chief Executive Officer B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103
Re: B-Maven, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 20, 2011
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.
 General

1. We note your response to comment one of our letter dated October 11, 2011, but we
remain concerned that the disc losure in your prospectus cont inues to sugges t the kind of
uncertainty ordinarily associ ated with a blank-check comp any.  We note your disclosure
that the company plans to sell skin care produ cts.  However, it still remains unclear how
the company actually anticipates pursuing it s business plan given the costs of this
offering, the amount of financing needed to implement the business plan, and the uncertainty in how the company plans to m eet its funding requirements.  Please either
revise the registration statemen t to comply with Rule 419, or explain to us persuasively
why, in view of the steps you have taken to  advance and develop your business plan and
operations, you are not a blank ch eck company.  In your explanation, please be sure to
address how the company reasonably expects to carry out its business plan given the
financing issues identified above.  You may c onsider significantly enhancing your plan of
operation disclosure as suggest ed in comment four below.
 Risk Factors, page 6

 Risks Related to the Business, page 6

 Our internal controls may become inad equate as we grow . . . , page 11

2. We note your response to comment three of our letter dated October 11, 2011.  However,
it does not appear that you have addressed the challenges you anticipate may represent
material risks when you implement a process to  comply with your future obligations as a

Anna C. Jones B-Maven, Inc. November 1, 2011 Page 2

 reporting company to maintain e ffective internal control over financial reporting.  Please
revise this risk factor to  address these challenges.
 The Offering, page 17

3. We note your response to comment five of our  letter dated October 11, 2011.  However,
in your response you did not address why you believe your arrangement with Gary B.
Wolff, P.C. to hold offering proceeds is prope rly characterized as an  escrow arrangement.
Please tell us why you believe this arrangement  is properly characterized as an escrow
arrangement.  In this regard, please tell us whether there are any circumstances under
which proceeds could be released to parties other than the registra nt and, if applicable,
please describe these circumstances and th e associated release conditions.  If you no
longer believe that you can ch aracterize this arrangement as an escrow arrangement,
please revise your disc losure accordingly.
 Management’s Discussion and Analysis  or Plan of Operation, page 22

4. We note your response to comment six of our letter dated October 11, 2011.  In the first
sentence of the second paragraph on page 23, you state that your only source of capital at
this time is through this offering.  Please revise  this statement to clarify that all of the
proceeds of this offering will go toward payi ng the costs of the offering.  Additionally, it
still remains unclear how you anticipate reaching your product rollout goal in 2012 given the amount of funding you estimate you will need  to do this and your lack of plans for
financing.  To help clarify how you actually intend to carry out your business plan along
your anticipated timeline, please include a de tailed outline of your anticipated operations
and expenses over the next 12 months in your prospectus.  In doing so, please discuss the
specific steps you must take to complete your business plan to the point where you will begin generating revenue.  Y ou should identify specific milestones, the estimated costs
for achieving these milestones, and the steps you will take in seeking financing and paying these costs as well as the remainder of  the offering costs.  Provide a timeline for
the completion of your business plan assu ming you raise 100%, 75%, 50%, 25%, and
10% of the required funding.
 Operations, page 22

5. We note your response to comment seven of our letter dated October 11, 2011.  However,
you have not eliminated the phrase, “secondary  offering,” as suggest ed in your response
letter.  Please clarify whether your reference to a “secondary o ffering” is a reference to an
additional offering of securities  by the registrant (i.e., a capita l-raising transaction for the
registrant) or a reference to a resale transaction by holde rs of your securities (which
transactions are commonly referred  to as “secondary offerings”).

Anna C. Jones B-Maven, Inc. November 1, 2011 Page 3

 Liquidity, page 23

6. We note your response to comment eight of our letter dated September 13, 2011.  Please
clarify when the costs relating to this offe ring are “due and payable.”  Additionally, we
note you discuss the effect that accruing th ese obligations on your books and records may
have on your ability to obtain financing.  Please further discuss the consequences of
accruing the amounts owed for this offering on your books and records due to your failure to pay the amounts owed when “due and payable.”  For example, please disclose
whether you will be in default under your agreem ent with Gary B. Wolff, P.C. filed as
Exhibit 10.1, or whether you will be  subject to any penalties.
 Exhibit 5.1

7. The New York State Unified Court System  web page lists Mr. Wolff’s attorney
registration status as “suspe nded.”  Please advise, therefore, why you believe Mr. Wolff
is able to provide a valid legality opinion in connection with your offering.  Refer to SEC
Rule of Practice 102(e)(2).

You may contact Dale Welcome at (202) 551-3865 or Kevin St ertzel at (202) 551-3723 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Dickerson at ( 202) 551-3749 or Dietrich King at  (202) 551-3338 with any other
questions.
Sincerely,
   /s/ Dietrich King for
Pamela Long Assistant Director
cc: Gary B. Wolff, P.C.

CORRESP
1
filename1.htm

SEC Response Letter

GARY B. WOLFF, P.C.

COUNSELOR AT LAW

 488 Madison Avenue  Suite 1100  New York, New York 10022

Tel: (212) 644-6446   Fax: (212) 644-6498   Email: wolffpc@nyc.rr.com

October 20, 2011

Ms. Jessica Dickerson

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

B-Maven, Inc. (the “Company” or “Issuer”)

Registration Statement Form S1/ Pre-Effective Amendment Two

File No.: 333-176376

Dear Ms. Dickerson:

Enclosed is Pre-Effective Amendment Two to the above Registration Statement. The changes are made in response to staff comments. The paragraph numbers below correspond to the numbered comments in your comment letter dated October 11, 2011.

General

1.

As we indicated previously, the Company is not a “Blank Check” company as defined by Rule 419 of the Securities Act of 1933, as amended ("Rule 419") and, therefore, the registration statement need not comply with the requirements of Rule 419.

Rule 419 defines a "blank check company" as a company that:

   i.    Is a development stage company that has no specific business plan  or purpose [emphasis added] or has indicated that its business plan is to engage in a  merger or acquisition with an unidentified company or companies, or other entity or person; and

   ii.   Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.

The Company has a very specific business purpose and a bona fide plan of operations which involves the planned sale of skin care products for which initial product formulas have been acquired. These matters are described in the section of the Prospectus entitled BUSINESS and subheadings thereunder. The fact that resources are limited does not change the fact that the Company has a business plan that it is attempting to implement. It also must and has disclosed its risks and limitations to potential investors. However, those risks and limitations do not mean that a business plan does not exist nor that efforts are not underway to implement the plan. The Company is an early development stage company and not a 419 company.

It is also reasonably common for development stage companies to have limited assets and resources as well as having a going concern explanatory paragraph in the report of its auditor. The Company is considering all possible avenues to develop its business. It believes that being a public company may increase its image and credibility in the marketplace and provide possible sources of funding. It has not done any formal studies to determine the likelihood of these things happening.

Lastly, the Company does not have any plans to engage in a merger or acquisition with any other company or companies or other entity or person. This is disclosed in the PROSPECTUS SUMMARY as follows. “The Company has no plans or intention to be acquired or merge with an operating business entity nor does the Company or any of its shareholders have any plans to enter into a change of control or similar type transaction.”

Prospectus Summary

2.

We have revised our disclosure to indicate that there are no plans to acquire or merge with another company.

Risk Factors

3.

We have made the requested changes to our risk factor referencing internal controls.

The Offering

4.

We have revised our disclosure.

5.

We have revised our disclosure.

Management’s Discussion and Analysis or Plan of Operation

6.

We have made the requested disclosure and further explanation as to our plan for financing.

7.

We have revised our disclosure and eliminated the phrase “secondary offering.”

Liquidity

8.

We have revised our disclosure.

9.

We have revised our disclosure.

Business

10.

We have revised our disclosure.

Employees

11.

We have corrected our disclosure.

Plan of Distribution

12.

We have made the similar revisions to prospectus cover page and summary of the offering.

If you have any questions or require anything further, please feel free to call me at 212-644-6446.

Sincerely,

/s/ Gary B. Wolff

Gary B. Wolff

cc:

B-Maven, Inc.

2

October 11, 2011
 Via E-mail

Ms. Anna C. Jones President and Chief Executive Officer B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103
Re: B-Maven, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed September 28, 2011
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.
 General

1. We note your response to comment one of our letter dated September 13, 2011, but we
remain concerned that the disc losure in your prospectus cont inues to sugges t the kind of
uncertainty ordinarily associat ed with a blank-check company.  Specifically, it is unclear
how you anticipate carrying out your stated bus iness plan in the manner proposed given
your funding requirements, the timing of thos e requirements compared to the timing of
your anticipated product rollout, and the uncer tainty of your plans for how to meet your
funding requirements.  Accordingly, we sugge st that you either re vise the registration
statement to comply with Rule 419 or explai n to us persuasively why, in view of the
limited steps you have taken to advance and develop your business plan and operations,
as described in your registration statem ent, you are not a blank check company.
 Prospectus Summary, page 4

 About B-Maven, Inc., page 4

2. We note your statement that the company has “no current plans” to be acquired or to
merge with another company.  Please disclose  whether you have any intention to acquire
or to merge with another company.

Ms. Anna C. Jones B-Maven, Inc. October 11, 2011 Page 2

Risk Factors, page 6

 Risks Related to the Business, page 6

 Our internal controls may be inadeq uate as we grow . . . , page 11

3. In your revised disclosure, you state that with  growth in your business, your internal
controls may “become” inadequate or ineffective.   Please revise this risk factor to address
how you plan to implement a process to co mply with your future obligations as a
reporting company to maintain effective intern al control over financial reporting and any
challenges you anticipate with this proce ss that might represent material risks.
 The Offering, page 17

4. We note your new statement on page 17 that you believe the risks associated with the
offering are worth taking because you belie ve “potential vendors, consultants and
manufacturers will have a higher regard for a pu blic company than a small, privately-held
startup company.”  Please revise your disclosu re to explain your basis for this belief.  In
this regard, we note your disc losure that the statement is  based on your own observations
and not on any formal studies.

5. We note the disclosure you added in res ponse to comment 14 of our letter dated
September 13, 2011, and we reissue the comment in part.  Please clarify for us the
purpose of your arrangement with Gary B. Wolf f, P.C. to hold offering proceeds.  Please
tell us why you believe this arrangement is properly characterized as an escrow
arrangement.  In this regard, please tell us whether there are any circumstances under
which proceeds could be released to parties other than the registra nt and, if applicable,
please describe these circumstances and the associated release conditions.
 Management’s Discussion and Analysis  or Plan of Operation, page 22

6. We note your response to comment 18 of our  letter dated September 13, 2011, and we
reissue the comment.  Please discuss how you anticipate paying the offering costs and
developing, manufacturing, marketing, and distributing your products by 2012 when you
require $225,000 at a minimum to do so and you have no financing, no plans for financing, and no current assets.  We note your statement that you will begin to seek
alternate financing, but you do not provide any details about your plan s.  We further note
your statement that you will not incur cash obl igations that you cannot satisfy with
known resources, and you have performed no studies to determine whether it is feasible to anticipate satisfying obligations with restri cted securities.  Given the uncertain nature
of your plans to seek and obtain financing a nd to incur obligations, it is unclear how you
anticipate reaching your 2012 goal.

Ms. Anna C. Jones B-Maven, Inc. October 11, 2011 Page 3

 7. We note your reference on page 23, in the la st paragraph of the “Operations” subsection,
to a “secondary offering.”  Please clarify whether this is a reference to an additional offering of securities by the registrant (i.e., a capital-raising transacti on for the registrant)
or a reference to a resale tr ansaction by holders of your secu rities (which transactions are
commonly referred to as “secondary” offerings).
 Liquidity, page 23

8. We note your response to comment 20 of our le tter dated September 13, 2011.  Please tell
us what you mean by the phrase “as and when n ecessary” in this context, and discuss the
consequences of accruing the amounts owed for this offering on your books and records due to your failure to pay the amoun ts owed “as and when necessary.”

9. We note your response to comment 23 of our letter dated September 13, 2011.
Specifically, we note your added disclosure th at you have not entered into any oral or
written agreements to raise or  obtain funds and that your pr esident will have to provide
cash costs if you are unable to raise funds.  Please clarify wh ether you have entered into
any agreements or understandings with your president in this regard.
 Business, page 25

Proposed Products, page 27

10. We note your response to comment 32 of our letter dated September 13, 2011.
Specifically, we note your disclosure that  you have no formal agreement with your
proposed independent cosmetics formulator.  Please clarify whether you have a legally-
binding agreement with the formulator and, if applicable, please disc lose the terms under
which your proposed independent cosmetics fo rmulator has been working with you.  In
this regard, we note your statement that th e formulator, along with your founder, has
developed sample products.
 Employees, page 29

11. You added disclosure stating that you will “continue” to use independent contractors and
consultants.  However, on page 26, you state th at you have only been in discussions with
independent contractors and that  you have not yet engaged th eir services.  Please revise
your disclosures as appropriate.
 Plan of Distribution, page 37

12. We note your response to comment 42 of our  letter dated September 13, 2011, and your
revised disclosure.  Please make similar re visions to the prosp ectus cover page and
summary of the offering on page five.

Ms. Anna C. Jones B-Maven, Inc. October 11, 2011 Page 4

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  You may contact Dale Welcome at (202) 551-3865 or Kevin St ertzel at (202) 551-3723 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Dickerson at ( 202) 551-3749 or Dietrich King at  (202) 551-3338 with any other
questions.
Sincerely,
   /s/ Dietrich King for

Pamela Long Assistant Director
cc: Via E-mail

 Gary B. Wolff, P.C.

CORRESP
1
filename1.htm

SEC Response Letter

GARY B. WOLFF, P.C.

COUNSELOR AT LAW

 488 Madison Avenue  Suite 1100  New York, New York 10022

Tel: (212) 644-6446   Fax: (212) 644-6498   Email: wolffpc@nyc.rr.com

September 27, 2011

Ms. Jessica Dickerson

Senior Assistant Chief Accountant

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

B-Maven, Inc. (the “Company” or “Issuer”)

Registration Statement Form S1/ Pre-Effective Amendment One

File No.: 333-176376

Dear Ms. Dickerson:

Enclosed is Pre-Effective Amendment One to the above Registration Statement. The changes are made in response to staff comments. The paragraph numbers below correspond to the numbered comments in your comment letter dated September 13, 2011.

General

1.

The Company is not a “Blank Check” company as defined by Rule 419 of the Securities Act of 1933, as amended ("Rule 419") and, therefore, the registration statement need not comply with the requirements of Rule 419.

Rule 419 defines a "blank check company" as a company that:

   i.    Is a development stage company that has no specific business plan  or purpose [emphasis added] or has indicated that its business plan is to engage in a  merger or acquisition with an unidentified company or companies, or other entity or person; and

   ii.   Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.

The Company has a very specific business purpose and a bona fide plan of operations which involves the planned sale of skin care products for which initial product formulas have been acquired. These matters are described in the expanded section entitled BUSINESS and subheadings thereunder.

It is reasonably common for development stage companies to have limited assets and resources as well as having a going concern explanatory paragraph in the report of its auditor. The Company is considering all possible avenues to develop its business. It believes that being a public company may increase its image and credibility in the marketplace and provide possible sources of funding. It has not done any formal studies to determine the likelihood of these things happening.

Lastly, the Company does not have any current plans to engage in a merger or acquisition with any other company or companies or other entity or person. This is disclosed in the PROSPECTUS SUMMARY as follows. “The Company has no current plans to be acquired or to merge with any other company nor does the Company or any of its shareholders have any plans to enter into a change of control or similar transaction.”

Outside Front Cover of the Prospectus

2.

We have revised our disclosure throughout the prospectus to describe the offering as “direct primary” offering rather than “best-efforts.”

3.

We have corrected the page reference.

Prospectus Summary

4.

We have made the requested disclosure.

Risk Factors

5.

We have made the requested changes.

6.

We have deleted the requested statement.

7.

We have divided the Risk Factor into two separate Risk Factors.

8.

We have edited the Risk Factor describing the use of manufacturers having liability insurance.

9.

We have made the requested additional disclosures to the Risk Factors referred to in the Comment.

10.

We have made the requested disclosure.

Use of Proceeds

11.

We have made the requested disclosure.

The Offering

12.

We have made the requested disclosure.

13.

We have revised the requested sentence.

14.

We have made the requested disclosure.

Dilution

15.

We have revised the tabular data as requested.

Management’s Discussion and Analysis or Plan of Operation

16.

We have deleted the duplicative paragraph and revised the remaining paragraph to accurately reflect our plans and products.

17.

We have made the requested disclosure.

18.

We have made the requested disclosure.

19.

We have made the requested disclosure.

20.

We have made the requested disclosure.

21.

We have made the requested revisions.

22.

We have made the requested disclosure.

23.

We have removed all references to our President providing any funds.

Seasonality

24.

We have revised our disclosure.

Business

25.

We have made the requested disclosure.

26.

We have made the requested disclosure and made clear that there are no existing products.

27.

We have expanded our disclosures and also eliminated all references to strategic joint ventures.

2

28.

We have revised our disclosure to indicate that we have not yet entered into any agreements or formal discussions with independent contractors, distributors or other professionals.

29.

We have disclosed that our initial product development will consist of up to eight products but that there are no assurances that we will be successful in achieving that goal.

30.

We have added disclosure discussing the various steps that we will take to obtain financing. There is no way in which we can predict the likelihood of our success.

31.

We have made the requested disclosure.

32.

We have clarified our disclosure to reflect that we do not have a formal agreement with an independent cosmetics formulator.

33.

We have made the requested disclosure.

34.

We have made the requested disclosure.

35.

We have made the requested disclosure

36.

We have made the requested disclosure and have eliminated all statement comparing the quality of our products to those of competitors.

37.

We have made the requested disclosure.

Employees

38.

We have made the requested disclosure.

Directors, Executive Officers, Promoters and Control Persons

39.

The Company has disclosed that Ms. Jones is an entrepreneur who has no formal experience with a public company or any formal financial education. Her strength is her ability to develop product ideas.

Certain Relationships and Related Transactions

40.

Gary B. Wolff, P.C.is added as a promoter for the reasons indicated in this expanded section.

Shareholder Matters

41.

We have made the change cited in the Comment.

42.

We have made the requested disclosure.

The remainder of this page is left blank.

3

State Securities – Blue Sky Laws

43.

We have eliminated the statement referred to in the Comment.

If you have any questions or require anything further, please feel free to call me at 212-644-6446.

Sincerely,

/s/ Gary B. Wolff

Gary B. Wolff

cc:

B-Maven, Inc.

4

September 13, 2011
 Via E-mail

Ms. Anna C. Jones President and Chief Executive Officer B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103
Re: B-Maven, Inc.
Registration Statement on Form S-1 Filed August 18, 2011
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Certain disclosures in your prospectus  suggest that your proposed business is
commensurate in scope with the uncertainty ordinarily associated with a blank-check
company.  In this regard, we note the following:
 You are a development stage company w ith no revenues and have received going
concern opinions from your auditor;

 You issue penny stock;

 You have nominal assets;

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 2

  You anticipate that you will need substa ntial additional funding to implement
your business plan, and there appear to be no efforts or current plans for obtaining
this funding;

 The registration statement contains very gene ral disclosure related to the nature of
your business plan; and

 The estimated costs to complete the o ffering are greater than the aggregate
maximum offering proceeds.
These facts suggest that you are a blank ch eck company and thus the terms of your
offering should comply with Rule 419 unde r the Securities Act of 1933, as amended.
Please revise the registration statement accordingly.  Please see Rule 419 and Securities Act Release No. 6932 (April 13, 1992).
Outside Front Cover Page of the Prospectus

2. We note your disclosure that you are offering shares of your common stock in your initial
public offering on a “best-efforts” basis.  “Best efforts” is a term of art that implies the
engagement of a third party and their contract ed level of performance on your behalf.  As
you are not engaging a third part y financial intermediary to sell your securities, it appears
that you should characterize your offering as a “direct primary” offeri ng rather than as a
“best efforts” offering.  Please revise your di sclosure throughout the prospectus to better
characterize your offering as a “direct primary” offering.

3. Please revise the cross-reference to your risk factors so that it refers to the correct page
number on which your ri sk factors begin.
 Prospectus Summary, page 4

4. In the last sentence of the sixth paragraph, you state, “We believe that BMI products,
when available, will stimulate cell renewal,  prevent and reduce the appearance of wrinkle
and fine lines, dark circles, spider veins,  rosacea, varicose veins and reduce under eye
puffiness.”  Please provide us with your basis for this belief and state, if true, that there is
no guarantee that the products you may eventu ally develop will ac tually have these
qualities or deliver these results.
 Risk Factors, page 6

5. We note that several of your risk factor s ubheadings (e.g., risk factors 4 and 5) merely
state facts about your bu siness rather than describing the risk that is being discussed.
Please revise your risk factor subheadings to ensure that they reflect the risks you
describe in the text.

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 3

 6. At the end of your risk fact ors section on page 15, you state,  “For all of the foregoing
reasons and others set forth here in, an investment in our securi ties in any market that may
develop in the future involves a high degree of  risk.”  Please delete this statement, or
revise the statement to clarify, if true, that all material risks are discussed in the risk factors section.
Risks Related to the Business, page 6

7. The heading in the second risk factor appears to address two separate risks:

 BMI is and will continue to be completely dependent on the services of our
founder and president, Anna C. Jones, th e loss of whose services may cause our
business operations to cease; and
 We will need to engage and retain qualified employees and consultants to further
implement our strategy.

Please separate this heading into two differe nt risk factors, and discuss the second of
these more fully.
 We may be subject to produc t liability claims, page 9

8. You state that you “intend to require the manufacturers of  your products to maintain
insurance.”  Please also discuss the risk, if true, that any manufacturers with whom you
may contract may not accept this term.
 Risks Related to Our Common Stock, page 11

 We intend to become subject to the period ic reporting requirements . . . , page 10

 Our internal controls may be inadequate . . . , page 10

 The costs of being a public company . . . , page 10

9. Please revise these risk factors to address your particular circumstances.  As drafted,
these risk factors are too general.  For ex ample, as you have only a single part-time
employee, limited resources and no revenues, it  seems insufficient to state that your
“internal controls may be inade quate” or to use qualifiers su ch as “[i]f our revenues are
insufficient.”  In addition, in the risk factors that you have  numbered as 18 and 20, please
provide an estimate of the costs you expect to incur in connection with your reporting
obligations as a public company.  In this re gard, we note your disclosure on page 22 in
which you provide an estimate of $50,000.

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 4

 Since there is no minimum for our offering . . . , page 11

10. Please revise this risk factor to clarify th e relationship between the development of a
public market for your securities and the risk to investors.
 Use of Proceeds, page 16

11. You state that you will use the offering pr oceeds to pay the estim ated costs of the
offering.  Please indicate the order of priority  for your use of the offering proceeds.  In
this regard, we note the maximum aggregate of fering proceeds are insufficient to cover
all of the estimated costs of the offering.  In addition to providing information assuming
the sale of the maximum number of shares  you are offering, please provide information
assuming the sale of 25%, 50% and 75% of the maximum number of shares you are
offering.  Refer to Item 504 of Regul ation S-K and Instruction 1 thereto.
 The Offering, page 16

12. As the offering does not appear to be a capit al-raising transaction, please disclose your
purpose for pursuing the offering.  In this regard, we note that the maximum offering
proceeds would not be sufficient to cover the costs of the offering.

13. In the second sentence, you stat e that you will retain the proceeds from the sale of shares
in this offering.  Please revise this statement to clarify that you intend to use the proceeds
to pay the costs of the offering.

14. We note your characterization of your counsel, Ga ry B. Wolff, P.C., as your escrow agent
and the description of the terms under which your counsel will receive and hold offering
proceeds.  Please clarify for us the purpos e of this arrangemen t and tell us why you
appear to believe this is an escrow arrangeme nt.  In this regard, we note that the offering
has no minimum offering amount, y ou will accept or reject subscriptions within 48 hours
of receipt and you do not appear to be require d to return subscription proceeds under any
circumstances once you have accepted a subscription.
 Dilution, page 18

15. In addition to providing information assuming the sale of the maximum number of shares
you are offering, please provide information a ssuming the sale of 25%, 50% and 75% of
the maximum number of shares you are offering.

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 5

 Management’s Discussion and Analysis  or Plan of Operation, page 21

 Operations, page 21

16. The third and fourth paragraphs appear to be  almost identical to one another.  Please
delete one of the paragraphs, and revise the remaining paragraph as appropriate to
accurately reflect your plans and products.

17. In the seventh paragraph, you state that you will introduce products gradually beginning
in 2012.  Please revise this statement to re move any indication th at your product rollout
will definitely occur in 2012.

18. You state that you will need more than $100,000 to develop your products and that you
will need an additional $50,000 to $100,000 to purchase initial inventories of raw
materials and to introduce marketing and adve rtising programs.  You further state, on
page 22, that you must pay for all of the offe ring costs ($75,000) within six months from
the date of the prospectus.  Further, you state that you currently have no sources of
financing, no commitments for financing, and no  plans to seek private investment.  Other
disclosures indicate that you plan to intr oduce your products to the market in 2012.
Please discuss how you anticipate paying the offering costs and developing,
manufacturing, marketing, and distributing your produc ts by 2012 when you require
$225,000 at a minimum to do so and you have no financing, no plans for financing, and
no current assets.
 Other, page 21

19. Please clarify what you mean by the following statement: “As a corporate policy, we will
not incur any cash obligations that we cannot satisfy with known resources, of which
there are currently none except as  described in “Liquidity” belo w and/or elsewhere in this
prospectus.”
 Liquidity, page 22

20. Please clarify what you mean by the following statement in the first paragraph: “This
amount will be paid as and when necessary  and required or otherwise accrued on the
books and records of BMI until we are able  to pay the full amount due either from
revenues or loans from a related or unrelated party.”

21. In the first paragraph, you state that if you have not paid the offering costs within six
months from the date of the prospectus , you will seek financial assistance from
shareholders or a third party.  You further st ate that this assistance, if given, will be
evidenced by a noninterest-bearing unsecured co rporate note to be treated as a loan until
repaid, if and when you have the resources to  do so.  Please revise this statement to
disclose, if true, that there is no guarantee you wi ll be able to receive financial assistance

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 6

 on these terms, if at all.  Please also disclo se how a failure to obtai n financial assistance
on these terms will affect the agreement f iled as Exhibit 10.1 among the company, your
president, and your counsel.

22. In the second paragraph, you state that if you can secure funding to out source product
development, stock inventory, marketing, and the development of a full ecommerce
website, you “can” commence the launch of your product line in 2012.  Please revise this
statement to clarify that even if you receive  sufficient funding, ther e is no guarantee you
will achieve successful product development.

23. In the second paragraph, you state that if you are unable to  raise funds, your president
would have to provide funds to the extent th at she is capable and willing.  Please clarify
whether you have entered into any discu ssions or agreements with your president
regarding this obligation.   If you have entered into discus sions, please disclose the extent
of the discussions.  If you have entered into an agreement, please either file a copy of the
agreement as an exhibit to the registration st atement or, if the agreement is oral, file a
written summary of the agreement as an exhibit to the registration statement.
 Seasonality, page 24

24. You state, “We have not noted a signifi cant seasonal impact in our business (or
businesses like ours) . . . .”  However, risk factor number 8 discusse s the probability that
your revenues and operating results will vary  significantly from quarter to quarter
because your industry experiences seasonal fluctu ations.  Please revise your registration
statement to reconcile these appare ntly inconsistent disclosures.
 Business, page 24

25. In the first paragraph, you disclose that your president will devote at  least five hours per
week to the company for the remainder of 2011.  As there are less than four months
remaining in 2011, please disclose  your president’s intentions in this regard beyond 2011.

26. Please clarify how many and what types of product formulas you own.  Additionally,
please clarify whether you ha ve any “existing products,” as  referenced in the fifth
paragraph, or revise your disclosure accordingly.

27. You reference funding from strategic joint ve ntures in the fourth paragraph.  To the
extent you anticipate using strate gic joint ventures as a source  of liquidity, please discuss
this in the liquidity section.  Additionally, please discuss the types of strategic joint
ventures in which you may engage.

28. Throughout the registration statement, you refe rence the potential use of independent
contractors, manufacturers, a nd distributors.  Please clarify whether you have entered into
any discussions or agreements with any i ndependent contractors, manufacturers, and

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 7

 distributors.  If you have ente red into any discussions, plea se disclose the nature and
extent of those discussions.  If you have en tered into any agreements, please tell us what
consideration you gave to filing the agreements as exhibits to the registration statement.

29. In the fifth paragraph, you state that you an ticipate your first line of skincare products
will consist of up to eight separate products and will be available for commercial sale
during 2012.  Please disclose the basis for your belief that you will have eight products
ready for commercial sale during 2012 if you currently have no completed products, no
agreements in place with manufacturers and di stributors, and no financing or plans for
financing.

30. You state that you will be unable to proceed  with your business plan if you do not raise
between $50,000 and $100,000 before the end of  the first quarter of 2012.  Please
disclose whether you anticipate actually being able to proceed with your business plan.
In this regard, we note that you have no financing or commitments for financing.
Additionally, the only disclosures you provide  regarding raising financing concerns
generating funds to pay the profe ssional fees associated with th is offering.  Please be very
clear in delineating how you expect to proc eed with your business plan given the costs
associated with this offering, your lack of financing, and the costs required to produce
your products before you can even  begin to generate revenue.

Proposed Business, page 24

31. Please disclose who comprises your target market.
 Proposed Products, page 25

32. Please disclose the terms of your agreement with your independent cosmetics formulator,
including how you intend to compensate the fo rmulator, and tell us  what consideration
you gave to filing the agreement as an exhibit to the registration statement.

33. You state that your independe nt cosmetics formulator has developed several samples
based on your product specificati ons.  Please disclose what t ypes of samples have been
developed, and clarify who owns the samples and any associated in tellectual property.

34. In the third paragraph, you state that te sting of your products will be done by the
company you hire to manufacture your products.  Please disclose , if true, that there is no
guarantee you will find a manufacturer who will  test your products.