SecProbe.io

April 28, 2026
Chad Clovis
Chief Executive Officer
Karbon-X Corp.
540 5th Ave SW, Suite 1720
Calgary, AB T2P 0M2
Re: Karbon-X Corp.
Form 10-K for the Fiscal Year Ended May 31, 2025
Form 10-Q for the Quarter Ended November 30, 2025
File No. 000-56288
Dear Chad Clovis:
            We have completed our review of your filings. 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 Industrial Applications and Services

CORRESP
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 karx_corresp.htm Karbon‑X Corp. 540 5th Ave SW, Suite 1720 Calgary, AB T2P 0M2 April 13, 2026 VIA EDGAR Christie Wong Julie Sherman Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Karbon‑X Corp. Form 10‑K for the Fiscal Year Ended May 31, 2025 Form 10‑Q for the Quarter Ended November 30, 2025 File No. 000‑56288 Dear Ms. Wong and Ms. Sherman: This letter responds to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained in your letter dated March 5, 2026 (the “Comment Letter”) regarding the above‑referenced filings. For your convenience, we have reproduced each of the Staff’s comments below in bold, followed by our response. Unless otherwise indicated, references to “we,” “us,” “our,” and the “Company” refer to Karbon‑X Corp. and its consolidated subsidiaries. Form 10‑K for the Fiscal Year Ended May 31, 2025 Item 9A. Controls and Procedures, page 20 1. In future filings, please disclose management's conclusion regarding the effectiveness of your disclosure controls and procedures as required by Item 307 of Regulation S‑K. Response: We acknowledge the Staff’s comment. In future Annual Reports on Form 10‑K and Quarterly Reports on Form 10‑Q, we will revise our disclosure under “Controls and Procedures” to explicitly state management’s conclusion regarding the effectiveness of our disclosure controls and procedures as of the end of the period covered by the report, as required by Item 307 of Regulation S‑K. 1 By way of example, we expect to include language substantially similar to the following (subject to updates as of each reporting date): “As of _______________, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were [effective / not effective] as of _______________.” Notes to Consolidated Financial Statements – Revenue Recognition, page F‑9 2. Please explain how you account for revenue related to the sale of carbon credits. Specifically, tell us (1) the nature of the carbon credits, whether voluntary or for compliance; (2) how you determine when control of the carbon credits transfers to customers; (3) any ongoing performance obligations after the sale; and (4) how you determine the transaction price, including variable considerations due to regulatory or reversal risks. Response: We generate revenue from the sale of carbon credits and from consulting and related services. Our environmental attributes are both compliance focused (such as Canada Federal OBPS or Alberta TIER) and voluntary focused (transacted withing Gold Standard, Verra, etc.). We apply ASC 606, Revenue from Contracts with Customers , to these arrangements. (1) Nature of the carbon credits Our contracts with customers typically involve the sale of environmental attributes that are either: · Project generated credits: Credits we originate or control through our participation in underlying projects (e.g., afforestation, reforestation, or other verified emissions reduction projects); or · Purchased credits: Credits we purchase from third parties and resell to customers. In both cases, the credits are verified and issued by recognized registries such as Verra and ACR and are intended for use in voluntary offset programs by corporate or institutional buyers and/or regulatory schemes like Canadian OBPS, Article 6, or CORSIA. (2) Transfer of control We identify a single performance obligation in contracts for the sale of carbon credits: the transfer of control of a specified quantity of credits to the customer, or retire on their behalf. 2 Control typically transfers at the point in time when we have completed all actions necessary to give the customer the ability to direct the use of, and obtain substantially all of the remaining benefits from, the credits. This is generally when: · The credits are transferred to the customer’s account on the relevant registry, or · The credits are retired on behalf of the customer in the registry, if the contract specifies retirement rather than transfer. We consider the indicators of control in ASC 606‑10‑25‑30 through 25‑30‑1, including the customer’s legal title, physical or constructive possession (via registry account), the customer’s significant risks and rewards of ownership, and the customer’s acceptance of the credits. Revenue is recognized at this point in time. (3) Ongoing performance obligations In most carbon credit sale arrangements, once the credits are transferred or retired as specified in the contract, we have no further material performance obligations. The customer obtains control of the credits and can use them to offset emissions or for other purposes. In certain contracts, we may provide ancillary services such as reporting, advisory, or marketing support related to the customer’s sustainability initiatives. Where these services are distinct from the transfer of credits, we identify them as separate performance obligations and allocate consideration based on relative standalone selling prices. Revenue for these services is recognized over time as the services are provided. We will enhance our future disclosures to clarify the nature of our performance obligations and the timing of revenue recognition for carbon credit sales and related services. (4) Transaction price and variable consideration The transaction price for carbon credit sales is generally based on a fixed price per credit multiplied by the contracted volume. In some cases, the consideration may include elements of variable consideration, such as: · Volume based price adjustments; · Market indexed pricing mechanisms; or · Regulatory or reversal related contingencies (e.g., callbacks or replacement obligations if credits are invalidated or reversed due to project underperformance or regulatory changes). We estimate variable consideration in accordance with ASC 606‑10‑32‑5 through 32‑13, using either the expected value or most likely amount method, depending on which better predicts the amount of consideration to which we expect to be entitled. We apply the constraint on variable consideration in ASC 606‑10‑32‑11 through 32‑13 and include variable amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. 3 For example, where we have potential obligations to replace credits in the event of project failure or regulatory invalidation, we assess the likelihood and magnitude of such events based on historical experience, project specific risk assessments, and available third-party information. To the extent such risks are material and not adequately mitigated; we may constrain the related variable consideration. We will expand our revenue recognition disclosures in future filings to describe the nature of our carbon credit arrangements, the timing of transfer of control, any ongoing performance obligations, and our approach to estimating and constraining variable consideration. 3. Explain how you determined that you are the principal in transactions involving the sale of carbon credits. In your response, describe how you assessed the indicators outlined in ASC 606‑10‑55‑36 through 55‑40. Response: We acknowledge the Staff’s comment and have evaluated whether we act as principal or agent in our carbon credit transactions under ASC 606‑10‑55‑36 through 55‑40. In most of our carbon credit sales, we conclude that we are the principal because we control the credits before they are transferred to the customer. Our assessment is based on the following indicators: · Control of the asset before transfer (ASC 606‑10‑55‑37): We obtain control of the credits either by (i) originating them through our project arrangements, or (ii) purchasing them from third parties and holding them in our registry accounts prior to sale. We have the ability to direct the use of the credits (e.g., to sell them to different customers) and obtain substantially all of the remaining benefits until they are transferred or retired for the customer. · Primary responsibility for fulfillment (ASC 606‑10‑55‑39(a)): We are primarily responsible for fulfilling the promise to provide carbon credits to the customer, including ensuring that the credits meet the agreed specifications (e.g., project type, vintage, registry, and verification standard). Customers look to us, rather than to the project developer or prior holder, to deliver the credits. · Inventory risk (ASC 606‑10‑55‑39(b)): We generally bear inventory risk before the credits are transferred to the customer, including the risk of holding credits that may fluctuate in value or may not be sold. In some cases, we also bear risk related to replacement or remediation if credits are invalidated or reversed, subject to contractual terms and registry or buffer mechanisms. · Discretion in establishing prices (ASC 606‑10‑55‑39(c)): We typically have discretion in setting the sales price to customers, even when we purchase credits from third parties. Our margin is not a fixed commission; rather, it is the difference between the price at which we acquire or originate the credits and the price at which we sell them. 4 Based on these indicators, we conclude that we control the credits before they are transferred to the customer and therefore act as principal. Accordingly, we recognize revenue on a gross basis for these transactions. In limited cases where we do not obtain control of the credits before transfer, do not bear inventory risk, and earn a fixed commission or fee, we would evaluate whether we act as an agent and, if so, recognize revenue on a net basis. To date, such arrangements have been minimal. We will enhance our future disclosures to describe our principal versus agent assessment and our conclusion that we generally act as principal in carbon credit sales. 4. Provide a roll forward of deferred revenue, including a breakdown of the underlying balances by current and noncurrent portions and discuss when you expect to recognize the related revenue as required by ASC 60610508 through 5010. Response: We acknowledge the Staff’s comment. We recognize that ASC 606‑10‑50‑8 through 50‑10 requires disclosure of the opening and closing balances of contract liabilities (deferred revenue), significant changes in those balances, and information about the timing of revenue recognition for remaining performance obligations. Below is a roll forward as requested. FY2025 (Year Ended May 31, 2025) Q2 FY2026 (Six Months Ended Nov 30, 2025) Opening balance $ - $ 3,864,080 Heidelberg deferred revenue $ 928,042 $ (928,042 ) DevvStream deferred revenue $ 2,936,038 $ - Other deferred revenue $ - $ 26,764 Currency translation $ - $ (47,901 ) Closing balance $ 3,864,080 $ 2,914,901 Current portion $ 3,864,080 $ 2,914,901 Noncurrent portion $ - $ - 5 In future Annual Reports on Form 10‑K and, where material, Quarterly Reports on Form 10‑Q, we will provide a roll forward of deferred revenue and related disclosures. We will also disclose the breakdown of deferred revenue between current and non‑current portions on the face of the balance sheet or in the notes, and provide qualitative and quantitative information about when we expect to recognize the related revenue, for example: “As of May 31, 2026, the Company had deferred revenue of $_______, of which $________ is expected to be recognized as revenue within the next _____________12 months and $_________ thereafter. Deferred revenue primarily relates to ___________, including (i) advance billings for carbon credits to be delivered in future periods and (ii) consulting and advisory services to be performed over time.” We will incorporate these disclosures in our future filings in accordance with ASC 606‑10‑50‑8 through 50‑10. 5. In future filings, please provide your revenue disaggregation in accordance with ASC 606‑10‑50‑5, 606‑10‑55‑89 through 55‑91. It appears you have revenue generated from selling carbon credits and providing consulting services. Response: We acknowledge the Staff’s comment. We agree that our revenue should be disaggregated to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, as required by ASC 606‑10‑50‑5 and 55‑89 through 55‑91. In future Annual Reports on Form 10‑K and, where material, Quarterly Reports on Form 10‑Q, we will disaggregate revenue by type of good or service and, if relevant, by geographic region or market. We will also provide the required narrative discussion linking the disaggregated revenue to our segment information (if applicable) and to our revenue recognition policies. Form 10‑Q for the Quarter Ended November 30, 2025 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Unaudited Results for the Six Months Ended November 30, 2025 and 2024, page 23 6. We note a significant increase in your revenue during the first six months of fiscal year 2026. Please provide us with a comprehensive explanation for the significant increase and explain how your new trading subsidiary contributed to this sales growth as part of your response. If applicable, indicate the volume vs price increase of carbon credits. Please also revise future filings as applicable. Response: We acknowledge the Staff’s comment. The significant increase in revenue during the six months ended November 30, 2025 (the first six months of fiscal year 2026) was primarily driven by: · Increased trading activity in carbon credits through our new trading subsidiary, Karbon-X Trading Limited; · Higher volumes of credits sold compared to the prior year period Contribution of the new trading subsidiary During the six months ended November 30, 2025, our new trading subsidiary, Karbon-X Trading Limited, became fully operational and engaged in spot and forward transactions in carbon credits. This subsidiary contributed approximately 98% of our consolidated revenue for the period, compared to 0% in the prior‑year period as it was not operational yet. The subsidiary’s activities expanded our access to new markets, counterparties, and project types, enabling us to increase both the volume and diversity of credits sold. We will revise our MD&A in future filings to provide a more robust discussion of the drivers of period‑over‑period changes in revenue, including: · Quantitative and qualitative discussion of volume vs. price impacts on carbon credit revenue; · The contribution of our trading subsidiary to revenue growth; and · Any significant changes in product mix, customer mix, or market conditions that materially affect our results. 7 Closing The Company and its management acknowledge that: · The Company is responsible for the adequacy and accuracy of the disclosure in its filings; · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We appreciate the Staff’s review of our filings and the opportunity to improve our disclosures. If you have any questions or require additional information, please contact Samuel Nelson, Chief Accounting Officer, at sn@karbon-x.com, or our counsel, Richard Cutler of Cutler Law Group P.C, at (713) 888-0040) or rcutler@cutlerlaw.com Sincerely, Karbon‑X Corp. Name: Samuel Nelson Tit

<DOCUMENT>
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<TEXT>
 March 5, 2026

Chad Clovis
Chief Executive Officer
Karbon-X Corp.
540 5th Ave SW, Suite 1720
Calgary, AB T2P 0M2

 Re: Karbon-X Corp.
 Form 10-K for the Fiscal Year Ended May 31, 2025
 Form 10-Q for the Quarter Ended November 30, 2025
 File No. 000-56288
Dear Chad Clovis:

 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 Fiscal Year Ended May 31, 2025
Item 9A. Controls and Procedures , page 20

1. In future filings, please disclose management's conclusion regarding the
effectiveness of
 your disclosure controls and procedures as required by item 307 of
Regulation S-K.
Notes to Consolidated Financial Statements
Revenue Recognition, page F-9

2. Please explain how you account for revenue related to the sale of carbon
credits.
 Specifically, tell us
 1. The nature of the carbon credits, whether voluntary or for
compliance;
 2. How you determine when control of the carbon credits transfers to
customers;
 3. Any ongoing performance obligations after the sale;
 4. How you determine the transaction price, including variable
considerations due to
 regulatory or reversal risks.
 March 5, 2026
Page 2

3. Explain how you determined that you are the principal in transactions
involving the sale
 of carbon credits. In your response, describe how you assessed the
indicators outlined in
 ASC 606-10-55-36 through 55-40.
4. Provide a rollforward of deferred revenue, including a breakdown of the
underlying
 balances by current and non-current portions and discuss when you expect
to recognize
 the related revenue as required by ASC 606-10-50-8 through 50-10.
5. In future filings, please provide your revenue disaggregation in
accordance with ASC
 606-10-50-5, 606-10-55-89 through 55-91. It appears you have revenue
generated from
 selling carbon credits and providing consulting services.
Form 10-Q for the Quarter Ended November 30, 2025
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Unaudited Results for the Six Months Ended November 30,
2025, and
2024, page 23

6. We note a significant increase in your revenue during the first six
months of fiscal year
 2026. Please provide us with a comprehensive explanation for the
significant increase
 and explain how your new trading subsidiary contributed to this sales
growth as part of
 your response. If applicable, indicate the volume vs price increase of
carbon credits.
 Please also revise future filings as applicable.

 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 Christie Wong at 202-551-3684 or Julie Sherman at
202-551-3640 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
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 February 9, 2026

Chad Clovis
Chief Executive Officer
Karbon-X Corp.
6575 West Loop South
Suite 500
Bellaire, TX 77401

 Re: Karbon-X Corp.
 Registration Statement on Form S-1
 Filed January 30, 2026
 File No. 333-293111
Dear Chad Clovis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: M. Richard Cutler
</TEXT>
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CORRESP
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 karx_corresp.htm February 9, 2026 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Karbon-X Corp. Registration Statement on Form S-1 File No. 333-293111 Acceleration Request Requested Date: February 11, 2026, 11:00 am Eastern Standard Time Gentlemen and Ladies: In accordance with your letter dated February 9, 2026 advising that you will not review the Registration Statement on Form S-1, we have revised the S-1 to update the auditor’s and filed today to respond. Pursuant to Rule 461 under the Securities Act of 1933, as amended, Karbon-X Corp., a Nevada corporation (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-293111) be declared effective at the “Requested Date” set forth above or as soon thereafter as practicable. In connection with the acceleration request, the Company hereby acknowledges that: · should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement on Form S-1 (the “Filing”) effective, it does not foreclose the Commission from taking any action with respect to the Filing; · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Thank you for your courtesies and please contact us at your convenience if you require any additional information. Very truly yours, /s/ Chad Clovis Chad Clovis Chief Executive Officer

CORRESP
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 karx_corresp.htm KARBON-X CORP. 6575 West Loop South, Suite 500, Bellaire, TX 77401 November 25, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Karbon-X Corp. Offering Statement on Form 1-A File No. 024-12676 Request for Qualifcation Requested Date: November 26, 2025, 11:00 am Eastern Standard Time Gentlemen and Ladies: Karbon-X Corp. (the “ Company ”) hereby requests that the above-referenced Offering Statement on Form 1-A (File No. 024-12676) be declared qualified at the “Requested Date” set forth above or as soon thereafter as practicable. In connection with the acceleration request, the Company hereby acknowledges that: · should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Offering Statement on Form 1-A (the “Filing”) effective, it does not foreclose the Commission from taking any action with respect to the Filing; · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Thank you for your courtesies and please contact us at your convenience if you require any additional information. Very truly yours, /s/ Chad Clovis Chad Clovis Chief Executive Officer

December 9, 2024
Michael Halsey
Authorized Signatory
Hummingbird STAR Trust
94 Solaris Avenue, 2nd Floor
Camana Bay, Cayman Island KY1-1203
Re:Hummingbird STAR Trust
Karbon-X Corp.
Schedule 13D by Hummingbird STAR Trust
Filed August 30, 2024
File No. 005-94194
Dear Michael Halsey:
            We have conducted a limited review of the above-captioned filing and have the
following comments .
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments  apply to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to  these comments, we may have additional  comments.
Schedule 13D Filed August 30, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was July 9,
2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within
five business days after the date beneficial ownership of more than five percent of a
class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the July
9, 2024 event date, the Schedule 13D submitted on August 30, 2024 was not timely
filed. Please advise us why the Schedule 13D was not filed within the required five
business days after the date of the acquisition.
We note that the Schedule 13D includes only the Hummingbird STAR Trust as a
reporting person.  Given that the definition of "person" under Section 3(a)(9) of the
Securities Exchange Act of 1934 includes a "company," please advise, with a view
towards revised disclosure, whether JTC (Cayman) Limited, as the Trustee, has or 2.

December 9, 2024
Page 2
shares voting or investment power over the securities held by the Trust, and if so, why
the Trustee has not been included as a reporting person on the Schedule 13D.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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cocoluv_corresp.htmFebruary 7, 2019

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

Mail Stop 7010 100 F Street, NE Washington, DC 20549

    Attn:

   Jenn Do

   Division of Corporation Finance Office of Manufacturing and Construction

   Re:

   CocoLuv Inc. (the “Company”)

   Registration Statement on Form S-1

 Filed December 12, 2018

   File No. 333-227066

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of its Registration Statement on Form S-1 to 4:00 p.m. (Eastern Standard Time) on February 11, 2019 or as soon thereafter as is practicable.

 In connection with the Company’s request for acceleration of the effective date of its Registration Statement on Form S-1, the Company acknowledges the undertakings in Rule 461 and that:

  ·  Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

  ·  The Company may not assert this action as defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance.

 Very truly yours,

 CocoLuv Inc.

 /s/ Reymund Guillermo

 Reymund Guillermo

 President/Chief Executive Officer

October 10, 2018
Reymund Guillermo
President
Cocoluv Inc.
1390 Main Street, Suite 200
San Francisco, CA 97204
Re:Cocoluv Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 26, 2018
File No. 333-227066
Dear Mr. Guillermo:
            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 24, 2018 letter.
Amendment No. 1 to Form S-1 filed September 26, 2018
Prospectus Summary, page 5
1.We note your response to comment seven in our letter dated September 24, 2018.  Please
revise your street address from "Market" Street to "Main" Street on page 5 if that is your
correct street address to make your disclosures consistent.
Our Ability to Sustain . . ., page 7
2.We note your response to comment 10 in our letter dated September 24, 2018.  Please tell
us the payment terms, including interest rate, fees and term, of Mr. Guillermo's loans to

 FirstName LastNameReymund Guillermo
 Comapany NameCocoluv Inc.
 October 10, 2018 Page 2
 FirstName LastName
Reymund Guillermo
Cocoluv Inc.
October 10, 2018
Page 2
you.
Products, page 21
3.We note your response to comment 14 in our letter dated September 24, 2018.  Please
revise to make the descriptions of your products consistent including on pages 17 and 21.
            You may contact Jenn Do, Staff Accountant at (202) 551-3743 or Al Pavot, Staff
Accountant at (202) 551-3738 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

September 24, 2018
Reymund Guillermo
President
Cocoluv Inc.
1390 Main Street, Suite 200
San Francisco, CA 97204
Re:Cocoluv Inc.
Registration Statement on Form S-1
Filed August 28, 2018
File No. 333-227066
Dear Mr. Guillermo:
            We have reviewed your 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.
Form S-1 filed August 28, 2018
General, page 1
1.Your filing indicates that you are a development stage company with limited operating
activities, no revenues, no products, no arrangements for additional financing and nominal
assets consisting only of cash.  These and other facts suggest that your proposed business
is commensurate in scope with the uncertainty ordinarily associated with a blank check
company and that you should comply with Rule 419 of Regulation C under the Securities
Act.  Please revise the registration statement to comply with Rule 419, or provide us a
detailed legal analysis which explains why Rule 419 does not apply to this offering, and
state prominently on the cover page of the prospectus that you are not a blank check

 FirstName LastNameReymund Guillermo
 Comapany NameCocoluv Inc.
 September 24, 2018 Page 2
 FirstName LastNameReymund Guillermo
Cocoluv Inc.
September 24, 2018
Page 2
company and have no plans or intentions to engage in a business combination following
this offering.
Prospectus Cover Page, page 3
2.We note disclosure here that your shares will be offered for one hundred forty (140) days
from the prospectus effective date.  We also note disclosure on page six in the
Termination of the Offering section that your shares may be offered for one hundred
twenty (120) days from the prospectus effective date and in your discretion you may
extend the offering for an additional 60 days.  Please make your disclosure consistent on
whether your shares will be offered 140 days or 120 days from the prospectus effective
date, and disclose on the prospectus cover page that in your discretion you may extend the
offering for an additional 60 days.
Prospectus, page 3
3.You state you are offering for sale a total of 3,000,000 shares of common stock at a fixed
price of $0.05 per share. Later in the same paragraph, you disclose the shares will be
offered at a fixed price of $0.03 per share. Please correct this amount to $0.05, if
appropriate. Please also revise your statement under the Use of Proceeds section on page
12 that the offering price per share is $0.03.
Prospectus Summary, page 5
4.Please disclose your anticipated expenditures over the next twelve months in this section.
5.We note your disclosure on page 10 that after this offering, Mr. Guillermo will own
57.14% of your common shares.  Please disclose in this section, the percent of outstanding
stock Mr. Guillermo will own upon the closing of the offering.  Please also disclose that
as a result, Mr. Guillermo is able to control all matters submitted to the shareholders for
approval, as well as your management and affairs.
6.We note disclosure that you do not anticipate earnings revenues until such time as you
enter into “commercial operation”.  Please revise to describe the meaning of “commercial
operation” and discuss the time frame in which you plan to enter into such commercial
operation.
7.We note disclosure here that your principal offices are on "Market Street"in California and
on the facing page and page 23 that your offices are located on "Main Street".  Please
revise to make your disclosure consistent. We also note that Article I of your bylaws state
that your principal office and place of business is located in Chesapeake, Virginia and
your registered office is to be maintained in Nevada.  Please clearly disclose here and in
the Business section where your business is located and explain why your offices are not
consistent with your bylaws, if applicable.
8.We note disclosure that you intend to use the net proceeds from this offering to operate

 FirstName LastNameReymund Guillermo
 Comapany NameCocoluv Inc.
 September 24, 2018 Page 3
 FirstName LastNameReymund Guillermo
Cocoluv Inc.
September 24, 2018
Page 3
your business only until Phase I of your operation.  Please briefly explain the meaning of
your Phases I-II here including the time frames and amounts needed in each Phase I and
II, provide a cross reference to your Plan of Operations section, and discuss that the
amount in this offering is not sufficient for you to begin operations and may not cover the
costs of the offering.  Please also clearly disclose the time frames of Phase I and Phase II
in the Plan of Operations section.
Risk Factors, page 7
9.Please remove the references to "beverage" as your business on pages 8 and 9.
Our Ability to sustain . . ., page 7
10.We note disclosure that Mr. Gullermo has verbally agreed to loan the company funds and
page 26 discloses that as of May 31, 2018 Mr. Guillermo has loaned you $1,719.  Please
file a written agreement description of this verbal agreement as an exhibit to the
registration statement.  See Compliance and Disclosure Interpretations, Regulation S-K,
Question 146.04.
We intend to source our products . . . , page 8
11.We note disclosure that your products are intended to be sourced from the Philippines and
you expect to rely on one manufacturer/supplier.  We also note disclosure in the risk
factor "Because of the specific . . ." on page 8 regarding "possible issues with our intended
manufacturer and supplier of our proposed line of hair care products".  Please disclose
whether or not you have entered into discussions or agreements with a potential
manufacturer or supplier.
Description of Business
Industry Overview, page 18
12.We note the link to the website containing industry information here.  Please clarify
whether you intend to incorporate this website and its contents into your prospectus.  If
this is not your intention, please state that the information that can be assessed through
this website is not part of the prospectus.
Marketing, page 19
13.Please revise your disclosure throughout this section to describe your "intended" website,
social media, e-commerce store and Twitter community.
Products, page 21
14.We note disclosure here of your intended four women's products and two men's hair care
products.  However, elsewhere throughout your filing you disclose that you intend to have
three women's products and two men's products for a total of five products.  Please make

 FirstName LastNameReymund Guillermo
 Comapany NameCocoluv Inc.
 September 24, 2018 Page 4
 FirstName LastName
Reymund Guillermo
Cocoluv Inc.
September 24, 2018
Page 4
your disclosure consistent throughout the filing.
Plan of Distribution, page 27
15.We note disclosure that Mr. Guillermo will offer the shares of common stock on your
behalf to friends, family members and business acquaintances.  Please include such
disclosure in this section and elaborate how investors will learn about the offering.  For
example, will Mr. Guillermo solicit investors through direct mailings and/or personal
contacts?  How would Mr. Guillermo identify those who might have an interest in
purchasing shares of common stock?
Common Stock, page 28
16.We note disclosure that your bylaws provide that all meetings of the stockholders for the
election of directors, a plurality of the votes cast shall be sufficient to elect.  Please tell us
the Article and section of your bylaws that contains such provision.
            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.
            You may contact Jenn Do, Staff Accountant at (202) 551-3743 or Al Pavot, Staff
Accountant at (202) 551-3738 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction