SecProbe.io

CORRESP
 1
 filename1.htm

 Limitless
X Holdings Inc.

 9777 Wilshire Blvd., Suite 400

 Beverly Hills, CA (855) 413-7030

 August 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549
Attention: Eddie Kim or Taylor Beach

 Re: Limitless X Holdings Inc.

 Offering Statement on Form 1-A, as amended

 File No. File No. 024-12574

 Request for Acceleration

 Ladies and Gentlemen:

 Limitless X Holdings Inc.
(the " Registrant ") hereby requests that the United States Securities and Exchange Commission (the " Commission ")
take appropriate action to declare the above-referenced Offering Statement on Form 1-A, as amended (File No. 024-12574), qualified on
 Thursday, August 7, 2025, at 9:00 a.m ., Eastern Time, or as soon thereafter as is practicable.

 The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Offering Statement.

 The
Registrant hereby authorizes its counsel, Laura Holm, Esq. of Fox Rothschild LLP, to orally modify or withdraw this request for acceleration
of the qualification date. Please contact Ms. Holm at (561) 804-4408 with any questions you may have concerning this request, and to notify
her when this request for acceleration has been granted.

 Very truly yours,

 Limitless X Holdings Inc.

 By:
 /s/ Jaspreet Mathur

 Jaspreet Mathur

 Chief Executive Officer

 cc: Laura Holm, Esq., Fox Rothschild
LLP

CORRESP
 1
 filename1.htm

 777
South Flagler Drive
Suite 1700 West Tower
West Palm Beach, FL 33401

561.835.9600
561.835.9602

 www.foxrothschild.com

 July
18, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549-8561

 Attention:
Eddie Kim and Lilyanna Peyser

 Re:
 Limitless
 X Holdings, Inc.

 Amendment
 No. 4 to Preliminary Offering Circular on Form 1-A

 File
 No. 024-12574

 Dear
Mr. Kim and Ms. Peyser:

 On
behalf of Limitless X Holdings, Inc. (the "Company"), we are responding to comments received from the staff (the " Staff ")
of the United States Securities and Exchange Commission (the " SEC ") by letter dated July 17, 2025 with respect to
the Offering Circular on Amendment No.4 to Form 1-A submitted to the SEC by Limitless X Holdings Inc. (the " Company ",)
on July 11, 2025 and as amended and re-filed in accordance with this Response, (the " Offering Circular "). The numbering
of the paragraphs below corresponds to the numbering in the comment letter, the text of which is incorporated into this Response for
convenience.

 Concurrently
with the delivery of this Response, the Company respectfully advises the Staff that it publicly filed via EDGAR the revised and amended
Offering Circular on Amendment No. 5 to Form 1-A reflecting the changes made in response to the Staff's comments on the Offering
Circular.

 Staff
Comments and Company Responses

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

 The
Offering, page 61

 1.
We note the following disclosure: "As of July 1, 2025, a total of 145,000 shares of Series D Preferred Stock are issued and outstanding."
We also note your disclosure under Item 1 in Part I of the offering statement stating that there are 385,214 Series D Preferred outstanding.
Please clarify the discrepancies, or advise.

 Response

 The
Company has revised its disclosure relating to the issued and outstanding shares of Series D Preferred Stock. As of July 1, 2025, the
Company had 405, 214 shares of Series D preferred stock issued and outstanding. The Company also updated the disclosure in Item 1 of
the Offering Statement relating to the number of shares of Series D preferred shares issued and outstanding as of March 31, 2025 (the
most recent fiscal period contained in the Offering Circular) to 145,000.

 On
April 16, 2025, the Company issued an aggregate of 260,214 shares of Series D preferred stock to Jas Mathur and affiliated entities as
consideration for converting $6.5 million of debt into equity. As such, the total number of Series D shares issued and outstanding as
of July 1, 2025, which includes this issuance, is 405,215 shares.

 The
Company respectfully requests the Staff's assistance in completing the review of this Response at its earliest convenience. Please
advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions
regarding this Response to the undersigned at (561) 804-4408.

 Sincerely,

 Laura
Holm

 Fox
Rothschild LLP

 Phillips
Point, West Tower

 777
S Flagler Dr #1700

 West
Palm Beach, FL 33401

 Tel:
561.804.4408

 Email:
 lholm@foxrothschild.com

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Jaspreet Mathur
Chief Executive Officer
Limitless X Holdings Inc.
9777 Wilshire Blvd. #400
Beverly Hills, CA 90210

 Re: Limitless X Holdings Inc.
 Amendment No. 4 to Offering Statement on Form 1-A
 Filed July 11, 2025
 File No. 024-12574
Dear Jaspreet Mathur:

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

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

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

Amendment No. 4 to Offering Statement on Form 1-A
The Offering, page 61

1. We note the following disclosure: "As of July 1, 2025, a total of
145,000 shares of
 Series D Preferred Stock are issued and outstanding." We also note your
disclosure
 under Item 1 in Part I of the offering statement stating that there are
385,214 Series D
 Preferred outstanding. Please clarify the discrepancies, or advise.
 July 17, 2025
Page 2

 Please contact Eddie Kim at 202-551-8713 or Taylor Beech at 202-551-4515
with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Laura M. Holm
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 FOX
ROTHSCHILD LLP

 July
7, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549-8561

 Attention:
Eddie Kim and Lilyanna Peyser

 Re:
 Limitless
 X Holdings, Inc.

 Amendment
 No. 3 to Preliminary Offering Circular on Form 1-A

 File
 No. 024-12574

 Dear
Mr. Kim and Ms. Peyser:

 On
behalf of Limitless X Holdings, Inc. (the "Company"), we are responding
to comments received from the staff (the " Staff ") of the United States Securities and Exchange Commission (the
" SEC ") by letter dated June 24, 2025 with respect to the Offering Circular on Amendment No. 2 to Form 1-A
submitted to the SEC by Limitless X Holdings Inc. (the " Company ",) on May 29, 2025 (and as amended and re-filed
in accordance with this Response, the " Offering Circular , "). The numbering of the paragraphs below
corresponds to the numbering in the comment letter, the text of which is incorporated into this Response for convenience.

 Concurrently
with the delivery of this Response, the Company respectfully advises the Staff that it publicly filed via EDGAR the revised and amended
Offering Circular on Amendment No. 3 to Form 1-A reflecting the changes made in response to the Staff's comments on the Offering
Circular.

 Staff
Comments and Company Responses

 Amendment
No. 2 to Offering Statement on Form 1-A

 Limitless
Films, page 32

 1. We
note the following revised disclosure in response to prior comment 4: "Under the Bridge Loan Agreement, an affiliate of the Company
and Limitless Films, EM1 Capital LLC, . . . advanced the $1 million bridge loan to Borrower pursuant to the terms of the Bridge Loan
Agreement." It appears that EM1 Capital LLC is not a party to the Bridge Loan Agreement, however. Please revise to clarify, or
advise. We also note your disclosure that "[t]he maturity date on the Loan is the earlier of (i) the first day of principal photography
of the Picture, or (ii) December 15, 2025," but Section 6 of the Agreement states otherwise. Please revise, or advise. To the extent
the maturity date is tied to the first day of principal photography, which according to the Agreement was "anticipated to commence
. . . on or around March 7, 2025," please revise to provide an update as to whether and when principal photography of the picture
commenced, or advise.

 Response :
The Company has revised its disclosure relating to the Bridge Loan Agreement to state that only Limitless Films, Inc. (" Limitless
Films ") advanced funds to Gentleman Thief LLC (" Borrower "). As noted by the Staff, EM1 Capital LLC (" EM1 "),
is not a party to the Bridge Loan Agreement. EM1 advanced the $1 million to Limitless Films to ensure that Limitless Films could fulfill
its obligations thereunder. The Company has also revised its disclosure to reflect the correct maturity date as noted in Section 6 of
the Bridge Loan Agreement, which was subsequently extended until September 15, 2025, by Limitless Films in exchange for the borrower's
payment of a $25,000 penalty which was paid on June 30, 2025. Additionally, the Company has revised its disclosures to include the $1
million advance from EM1 to Limitless Films pursuant to a promissory note between EM1 and Limitless Films dated January 22, 2025.

 Note
8 – Stockholders' Deficit, page F-16

 2. Please
revise to disclose the conversion price or rate of the Class C Convertible Stock. Refer to ASC 505-10-50-3.

 Response :
The Company has revised the disclosure in Note 8, F-16 to address the conversion price or rate in the circular.

 3. Please
provide us with your analysis for the classification of the Series D 15% Cumulative Redeemable Perpetual Preferred Stock within Stockholders'
Deficit. In addition, disclose the redemption features of the stock.

 Response :
The Company has revised the disclosure in the Note 8, F-16 to address the redemption features in the circular. Based on the detailed
terms of the Series D 15% Cumulative Redeemable Perpetual Preferred Stock (the "Series D Stock") of Limitless X Holdings
Inc., the Company has determined that it should account for the Series D Stock under U.S. GAAP as follows:

 Feature

 Term

 Dividend

 15%
 cumulative, $3.75 per annum per share, payable quarterly if declared

 Stated
 Value

 $25.00
 per share

 Redemption

 Not
 redeemable for 2 years; redeemable at issuer's option thereafter or upon Change of Control

 Maturity

 Perpetual
 (no fixed maturity)

 Voting

 No
 voting rights except as required by law

 Conversion

 Not
 convertible

 Ranking

 Junior
 to Class A, B, and C Preferred; senior to Common Stock

 Cumulative
 Dividends Accrue Even If Not Declared

 Yes

 Under
ASC 480-10, redeemable preferred stock is only a liability if the redemption is mandatory (at a fixed date or upon holder's request),
or the issuer is required to settle in cash or assets. The Series D Stock is perpetual, has no maturity, and is redeemable only at the
Company's option, not at the holder's option. Therefore, the Series D Stock is not a liability

 Under
SEC SAB Topic 5.Q, preferred stock should be classified as mezzanine equity (outside permanent equity, between liabilities and equity)
if it is redeemable at the issuer's option and redemption is deemed probable. The company has determined that it is not probable
that the Company will redeem the Series D Stock after two (2) years. Therefore, the Series D Stock is not mezzanine equity.

 Based
on the Company's analysis, the Series D Stock is permanent equity as the Company has no intention and is not probable to redeem
the Series D Stock after 2 years. Furthermore, the Chief Executive Officer of the Company, Jaspreet Mathur, owns all of the Company's
Class A Voting Stock and approximately 84% of the Class C Stock, and he is the sole owner of Class D Stock as of today. As a result,
the CEO has control of voting power and change of control is not likely to occur.

 In
the future, if the Company reassesses the Series D Stock and deems that the Series D Stock intends to redeem the Series D Stock and such
redemption is probable, then the Company will re-classify the Series D Stock as a mezzanine.

 The
Company respectfully requests the Staff's assistance in completing the review of this Response at its earliest convenience. Please
advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions
regarding this Response to the undersigned at (561) 804-4408.

 Sincerely,

 /s/ Laura
Holm

 Laura
Holm

 Fox
Rothschild LLP

 Phillips
Point, West Tower

 777
S Flagler Dr #1700

 West
Palm Beach, FL 33401

 Tel:
561.804.4408

 Email:
 lholm@foxrothschild.com

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

Jaspreet Mathur
Chief Executive Officer
Limitless X Holdings Inc.
9777 Wilshire Blvd. #400
Beverly Hills, CA 90210

 Re: Limitless X Holdings Inc.
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed May 30, 2025
 File No. 024-12574
Dear Jaspreet Mathur:

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

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

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our May 5, 2025
letter.

Amendment No. 2 to Offering Statement on Form 1-A
Limitless Films, page 32

1. We note the following revised disclosure in response to prior comment 4:
"Under the
 Bridge Loan Agreement, an affiliate of the Company and Limitless Films,
EM1
 Capital LLC, . . . advanced the $1 million bridge loan to Borrower
pursuant to the
 terms of the Bridge Loan Agreement." It appears that EM1 Capital LLC is
not a party
 to the Bridge Loan Agreement, however. Please revise to clarify, or
advise. We also
 note your disclosure that "[t]he maturity date on the Loan is the
earlier of (i) the first
 day of principal photography of the Picture, or (ii) December 15, 2025,"
but Section 6
 of the Agreement states otherwise. Please revise, or advise. To the
extent the maturity
 date is tied to the first day of principal photography, which according
to the
 Agreement was "anticipated to commence . . . on or around March 7,
2025," please
 June 24, 2025
Page 2

 revise to provide an update as to whether and when principal photography
of the
 Picture commenced, or advise.
Note 8- Stockholders' Deficit, page F-16

2. Please revise to disclose the conversion price or rate of the Class C
 Convertible Stock. Refer to ASC 505-10-50-3.
3. Please provide us with your analysis for the classification of the
Series D 15%
 Cumulative Redeemable Perpetual Preferred Stock within Stockholders'
Deficit. In
 addition, disclose the redemption features of the stock.
 Please contact Blaise Rhodes at 202-551-3774 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eddie Kim at 202-551-8713 or Lilyanna Peyser at 202-551-3222 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Laura M. Holm
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Limitless
X Holdings Inc.

 9777
Wilshire Blvd., #400

 Beverly
Hills, CA 90210

 May
29, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549-8561

 Attention:
Eddie Kim and Lilyanna Peyser

 Re: Limitless X Holdings,
Inc.

 Amendment
No. 1 to Preliminary Offering Circular on Form 1-A

 Filed
April 14, 2025

 File
No. 024-12574

 Dear
Mr. Kim and Ms. Peyser:

 This
letter (this " Response ") is being submitted in response to comments received from the staff (the " Staff ")
of the United States Securities and Exchange Commission (the " SEC ") by letter dated May 5, 2025 with respect to the
Offering Circular on Amendment No. 1 to Form 1-A submitted to the SEC by Limitless X Holdings Inc. (the " Company ",
" we " or " our ") on April 14, 2025 (and as amended and re-filed in accordance with this Response,
the " Offering Circular , "). The numbering of the paragraphs below corresponds to the numbering in the comment
letter, the text of which is incorporated into this Response for convenience.

 Concurrently
with the delivery of this Response, the Company respectfully advises the Staff that it publicly filed via EDGAR the revised and amended
Offering Circular on Amendment No. 2 to Form 1-A reflecting the changes made in response to the Staff's comments on the Offering
Circular.

 Staff
Comments and Company Responses

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

 Cover
Page

 1. We
note your disclosure here, and on page 3, that you "intend to seek quotation or listing of the Series D Preferred Stock on the OTCQB
or the NYSE American." Please revise in both places to state whether quotation or listing is a condition of closing this offering
and that you may be unable to obtain quotation or listing. Provide risk factor disclosure describing the impact on the liquidity of the
Series D Preferred Stock and the potential impact on investors if you are unable to obtain such quotation or listing.

 Response :
We have updated the Offering Circular to state that quotation or listing is not a condition of closing the offering, and have incorporated
a risk factor on page 21 regarding the possible consequences of the Company's failure to obtain listing on the OTCQB or NYSE American.

 BUSINESS

 Licensing
of Nutritional Products, page 27

 2. We
note your response to prior comment 10 and reissue in part. We note your disclosure on pages 26 and 27 that you currently offer four
different products: NZT- 48, NZT-48 Lions Mane, NZT-48 For Her, and OneShot Nootropic Pre-Workout. We also note your disclosure that
"[a]ll of [y]our nutritional products are licensed from" LPI under the NZT-48 License Agreement. That agreement,
however, only appears to consider three different products: "Limitless NZT-48," "Limitless SuperGreens Gummies 60
Pcs - 1 Mont," and "Limitless Activated Charcoal Gummies - 1 Mont." Please revise to address this discrepancy.
Please also tell us why your revised disclosure, including pertaining to waived royalties under the NZT-48 License Agreement, only
specifically refers to NZT-48 but not other products, and/or confirm, if true, that the NZT-48 License Agreement also applies to
other nutritional products and make revisions accordingly.

 Response :
We have filed a Second Amendment to the Manufacturing and Distributorship Licensing Agreement (the "Second Amendment") as
an exhibit to our Current Report on Form 8-K, dated May 21, 2025, which we have included as an exhibit to the Offering Circular. The
Second Amendment addresses the comments raised by the Staff by expressly naming each product listed above. The Second Amendment also
addresses the issue raised by the Staff regarding whether the waiver of royalty payments apply to all of the products by stating that
the waiver of royalties in the First Amendment to the Manufacturing and Distributorship Licensing Agreement (filed as a Current Report
on Form 8-K on January 27, 2025) shall also apply to NZT-48 Lions Mane, NZT-48 For Her, and OneShot Nootropic Pre-Workout. While the
Manufacturing and Distributorship Licensing Agreement contemplates a license for "Limitless SuperGreens Gummies 60 Pcs - 1 Mont,"
and "Limitless Activated Charcoal Gummies - 1 Mont", these products were removed from the scope of the Manufacturing and Distributorship
License Agreement via a Termination Agreement, which was filed with the SEC as an exhibit to our Current Report on Form 8-K, dated November
1, 2023. The Termination Agreement did not apply to NZT-48. As the Gummies were removed from the scope of the License, we are not currently
offering these products, and thus, we did not include them in the Offering Circular or reference them when discussing the waiver of royalties.
We have revised our Offering Circular to make it clear that the waiver of royalties applies to all products referenced in the Offering
Circular.

 Other
Business Divisions

 Limitless
X, page 31

 3. We
note your plans for "retail expansion" and "to expand into key international markets such as Canada, Latin American, and
the MENA region." If you do not yet have concrete plans to implement such expansion, please revise to characterize these plans as
aspirational and state that they may not occur.

 Response :
We have revised the Offering Circular on page 32 to state that such plans are aspirational and may not come occur.

 Limitless
Films, page 32

 4. We
note your disclosure that "owning or co-owning key IP assets in the films . . . will promote [y]our ability to procure and preserve
long-term royalty streams and profit participation." Please revise to provide the material terms and expiration of any patents,
trademarks, licenses or royalty agreements, such as with respect to the completed scripts you currently have, or state that you have
no such agreements and may never have such agreements. Further state whether you have entered into any agreements with the studios, production
companies and distributors that you mention. Finally, describe the terms of your agreement(s) with the "film producer" to whom
you advanced a loan, and file such agreement(s) as exhibits. Refer to Item 7(a) of Form 1-A.

 Response :
Aside from the bridge loan (and related security agreement) with the film producer ("Bridge Loan Agreement"), the Company
currently has no other such agreements in place (including with any studios, production companies, or distributors). Limitless Films,
Inc. outright owns the underlying rights to the scripts we reference because they were written in-house, and there are no agreements
currently in place with regard to the scripts for licenses or royalties. We have revised the disclosure in the Offering Circular accordingly
on pages 32-33 to provide a more detailed description of the Bridge Loan Agreement and have filed the Bridge Loan Agreement as an exhibit
to the Offering Circular. The Company did not file the Bridge Loan Agreement as an exhibit to its Current Report on Form 8-K, dated January
30, 2025, due to confidentiality restrictions, which have since been lifted.

 XocelForte
Therapeutics, page 33

 5. We
note your disclosure regarding "established strategic partnerships with world-class doctors, researchers, and manufacturers who
specialize in unique, proprietary formulations." Please revise to provide the material terms of such "strategic partnerships,"
name such partners, and file the agreements as exhibits. If you have not entered into any such agreements, revise to state that is the
case and that you may never enter into such agreements. Refer to Items 7(a) and 17.6 of Form 1-A.

 Response :
We have revised the Offering Circular to include a statement that we have begun to establish relationships with potential strategic partners
but do not have any definitive agreements in place and that we may never enter into such agreements.

 Limitless
Digital Assets, page 34

 6. Please
revise to provide the material terms of your partnership agreements with the "several strategic partners" mentioned on page
35, identify such partners, and file such agreements as exhibits. If you have not entered into any such agreements, please state that
is the case and that you may never enter into such agreements. Refer to Items 7(a) and 17.6 of Form 1-A.

 Response :
The Company has removed its reference to Limitless Digital Assets, Inc. (" Limitless Digital ") in the Offering Circular
except to note (i) that the Company owns Limitless Digital as a wholly-owned subsidiary and (ii) the Company's hope to use Limitless
Digital as a vehicle to pursue business in the digital asset space while noting that Limitless Digital is in its infancy and that such
plans may not come to fruition. There are no agreements in place with any possible strategic partners and no other concrete steps have
been taken in furtherance of Limitless Digital. Thus, we have removed all substantive descriptions regarding Limitless Digital because
this subsidiary not currently active as we focus on our 5 other subsidiaries.

 7. We
note the following disclosure: "Over the next two years, we will focus on launching and tokenizing blockchain-based games that allow
users to earn rewards tied to Limitless X Holdings Inc. securities, creating a value-generating loop between gameplay, ownership, and
the broader Limitless X ecosystem. By applying blockchain innovations across multiple verticals, Limitless Digital aims to unlock new
revenue streams, improve operational efficiencies, and deliver tangible value to both users and shareholders." Please revise to
explain the nature of the "rewards tied to Limitless X Holdings Inc. securities," how they are earned, whether they constitute
securities of your company, how they are "tied to" your securities, and resulting implications under the federal securities
laws. Please also discuss what "blockchain innovations" you plan to apply, what "new revenue streams" you intend
to unlock and how they will be unlocked, and what kind of "tangible value to both users and shareholders" will be delivered.

 Response :
The Company incorporates by reference our response to Comment 6.

 Index
to Financial Statements, page F-1

 8. Please
update your financial statements and related financial disclosures. Refer to Part F/S(c) and (b)(3) of Form 1-A.

 Response :
The Company has updated its financial statements and related financial disclosures in the Offering Circular.

 General

 9. We
note your response to prior comment 14. Please provide us with the restated balance sheets and statements of operation showing the required
adjustments for the June 30, 2023 and March 31, 2023 periods.

 Response :
The Company will be filing its updated balance sheets and statements of operation showing the required adjustments for the June 30, 2023
and March 31, 2023 periods with the SEC in the near future following the filing of this Response and the Offering Circular.

 10. Despite
your disclosure that the Dividend Payment Account will be an escrow account and its funds will not constitute your property, your response
to prior comment 16 suggests that you are not placing the funds in escrow pursuant to an escrow agreement and in coordination with an
escrow agent, but that you plan to place the funds in a bank account in the company's name. If true, please to state that is the case,
clarify that you can withdraw and use such funds in your discretion, which may not include the payment of dividends, and provide appropriate
risk factor disclosure. If not true, please revise to describe the terms of your escrow arrangements and file the corresponding agreement(s)
as exhibits. Please make appropriate revisions throughout the Offering Statement where applicable.

 Response :
We have revised the Offering Circular to include a disclosure regarding our ability to withdraw and use funds in our discretion. We will
not be using an escrow agent, and we do not have an escrow agreement in place.

 11. We
note your response to prior comment 18. Given your response that "Article XI of the amended and restated bylaws only applies to
state law claims and not to claims under the Exchange Act and/or Securities Act," please revise your disclosure to describe Article
XI, and include risk factor disclosure that describes the risks or other impacts of Article XI on investors, including increased costs
to bring claims and that the provision may discourage claims or limit investors' ability to bring a claim in a judicial forum they find
favorable. Also state that the provision does not apply to actions arising under the Securities Act or the Exchange Act, and tell us
how you will inform investors in future filings that the provision does not apply to actions arising under the Securities Act or the
Exchange Act, given that the bylaws themselves do not so state.

 Response :
We have revised our disclosure to describe Article XI, and have included a revised risk factor disclosure as requested above. We will
also prospectively include this revised disclosure in the Risk Factors section of our future annual reports on Form 10-K.

 12. We
note your disclosure on page 56 that, "[o]n March 21, 2025, Mr. Mathur entered into a promissory note with the Company" and,
pursuant to that agreement, the Company issued 225,000 shares of its common stock and 10,000 shares of the Series D Preferred Stock to
Mr. Mathur." Please file the promissory note as an exhibit. Please also revise to update the information called for by Item 6 of
Form 1-A.

 Response :
The Company has updated Item 6 in the Offering Circular. We have filed the promissory note as an exhibit by reference to our Current
Report on Form 8-K, dated March 25, 2025.

 13.
You discuss creating an "investment fund focusing on digital assets" and participating in "real estate investment projects."
Please confirm your understanding that such business lines, once implemented, may have implications under the Investment Company Act
of 1940, including the possibility that you will be considered an investment company or investment advisor.

 Response :
Regarding Limitless Digital, the Company hereby incorporates by reference its response to Comment 6. Regarding real estate investments,
the Company seeks to clarify its intention regarding real estate investment. The Company's goals in the real estate industry are
related to its development, construction, and management of certain residential properties such as luxury apartment buildings. The Company
will not be holding real estate-backed security assets or engaging in the purchase of mortgages, leases, or liens. Therefore, the Company
does not believe that it is at risk of coming within the purview of the 1940 Act, and as such, we believe that we will not be making
such a disclosure at this time or in the Offering Circular.

 The
Company respectfully requests the Staff's assistance in completing the review of this Response at its earliest convenience. Please
advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions
regarding this Response to the undersigned at (561) 804-4408.

 Sincerely,

 /s/
Laura Holm

 Laura
Holm

 Fox
Rothschild LLP

 Phillips
Point, West Tower

 777
S Flagler Dr #1700

 West
Palm Beach, FL 33401

 Tel:
561.804.4408

 Email:
 lholm@foxrothschild.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Jaspreet Mathur
Chief Executive Officer
Limitless X Holdings Inc.
9777 Wilshire Blvd. #400
Beverly Hills, CA 90210

 Re: Limitless X Holdings Inc.
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed April 14, 2025
 File No. 024-12574
Dear Jaspreet Mathur:

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

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

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our March 13,
2025 letter.

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

1. We note your disclosure here, and on page 3, that you "intend to seek
quotation or
 listing of the Series D Preferred Stock on the OTCQB or the NYSE
American." Please
 revise in both places to state whether quotation or listing is a
condition of closing this
 offering and that you may be unable to obtain quotation or listing.
Provide risk factor
 disclosure describing the impact on the liquidity of the Series D
Preferred Stock and
 the potential impact on investors if you are unable to obtain such
quotation or listing.
 May 5, 2025
Page 2
BUSINESS
Licensing of Nutritional Products, page 27

2. We note your response to prior comment 10 and reissue in part. We note
your
 disclosure on pages 26 and 27 that you currently offer four different
products: NZT-
 48, NZT-48 Lions Mane, NZT-48 For Her, and OneShot Nootropic
Pre-Workout. We
 also note your disclosure that "[a]ll of [y]our nutritional products are
licensed from"
 LPI under the NZT-48 License Agreement. That agreement, however, only
appears to
 consider three different products: "Limitless NZT-48," "Limitless
SuperGreens
 Gummies 60 Pcs - 1 Mont," and "Limitless Activated Charcoal Gummies - 1
Mont."
 Please revise to address this discrepancy. Please also tell us why your
revised
 disclosure, including pertaining to waived royalties under the NZT-48
License
 Agreement, only specifically refers to NZT-48 but not other products,
and/or confirm,
 if true, that the NZT-48 License Agreement also applies to other
nutritional products
 and make revisions accordingly.
Other Business Divisions
Limitless X, page 31

3. We note your plans for "retail expansion" and "to expand into key
international
 markets such as Canada, Latin American, and the MENA region." If you do
not yet
 have concrete plans to implement such expansion, please revise to
characterize these
 plans as aspirational and state that they may not occur.
Limitless Films, page 32

4. We note your disclosure that "owning or co-owning key IP assets in the
films . . . will
 promote [y]our ability to procure and preserve long-term royalty streams
and profit
 participation." Please revise to provide the material terms and
expiration of any
 patents, trademarks, licenses or royalty agreements, such as with
respect to the
 completed scripts you currently have, or state that you have no such
agreements and
 may never have such agreements. Further state whether you have entered
into any
 agreements with the studios, production companies and distributors that
you mention.
 Finally, describe the terms of your agreement(s) with the "film
producer" to whom
 you advanced a loan, and file such agreement(s) as exhibits. Refer to
Item 7(a) of
 Form 1-A.
XocelForte Therapeutics, page 33

5. We note your disclosure regarding "established strategic partnerships
with world-class
 doctors, researchers, and manufacturers who specialize in unique,
proprietary
 formulations." Please revise to provide the material terms of such
"strategic
 partnerships," name such partners, and file the agreements as exhibits.
If you have not
 entered into any such agreements, revise to state that is the case and
that you may
 never enter into such agreements. Refer to Items 7(a) and 17.6 of Form
1-A.
 May 5, 2025
Page 3
Limitless Digital Assets, page 34

6. Please revise to provide the material terms of your partnership
agreements with the
 "several strategic partners" mentioned on page 35, identify such
partners, and file such
 agreements as exhibits. If you have not entered into any such
agreements, please state
 that is the case and that you may never enter into such agreements.
Refer to Items 7(a)
 and 17.6 of Form 1-A.
7. We note the following disclosure: "Over the next two years, we will
focus on
 launching and tokenizing blockchain-based games that allow users to earn
rewards
 tied to Limitless X Holdings Inc. securities, creating a
value-generating loop between
 gameplay, ownership, and the broader Limitless X ecosystem. By applying
 blockchain innovations across multiple verticals, Limitless Digital aims
to unlock new
 revenue streams, improve operational efficiencies, and deliver tangible
value to both
 users and shareholders." Please revise to explain the nature of the
"rewards tied to
 Limitless X Holdings Inc. securities," how they are earned, whether they
constitute
 securities of your company, how they are "tied to" your securities, and
resulting
 implications under the federal securities laws. Please also discuss what
"blockchain
 innovations" you plan to apply, what "new revenue streams" you intend to
unlock and
 how they will be unlocked, and what kind of "tangible value to both
users and
 shareholders" will be delivered.
Index to Financial Statements, page F-1

8. Please update your financial statements and related financial
disclosures. Refer to Part
 F/S(c) and (b)(3) of Form 1-A.
General

9. We note your response to prior comment 14. Please provide us with the
restated
 balance sheets and statements of operation showing the required
adjustments for the
 June 30, 2023 and March 31, 2023 periods.
10. Despite your disclosure that the Dividend Payment Account will be an
escrow account
 and its funds will not constitute your property, your response to prior
comment 16
 suggests that you are not placing the funds in escrow pursuant to an
escrow agreement
 and in coordination with an escrow agent, but that you plan to place the
funds in a
 bank account in the company's name. If true, please to state that is the
case, clarify
 that you can withdraw and use such funds in your discretion, which may
not include
 the payment of dividends, and provide appropriate risk factor
disclosure. If not true,
 please revise to describe the terms of your escrow arrangements and file
the
 corresponding agreement(s) as exhibits. Please make appropriate
revisions throughout
 the Offering Statement where applicable.
11. We note your response to prior comment 18. Given your response that
"Article XI of
 the amended and restated bylaws only applies to state law claims and not
to claims
 under the Exchange Act and/or Securities Act," please revise your
disclosure to
 describe Article XI, and include risk factor disclosure that describes
the risks or other
 impacts of Article XI on investors, including increased costs to bring
claims and that
 the provision may discourage claims or limit investors' ability to bring
a claim in a
 judicial forum they find favorable. Also state that the provision does
not apply to
 May 5, 2025
Page 4

 actions arising under the Securities Act or the Exchange Act, and tell
us how you
 will inform investors in future filings that the provision does not
apply to actions
 arising under the Securities Act or the Exchange Act, given that the
bylaws
 themselves do not so state.
12. We note your disclosure on page 56 that, "[o]n March 21, 2025, Mr.
Mathur entered
 into a promissory note with the Company" and, pursuant to that
agreement, the
 Company issued 225,000 shares of its common stock and 10,000 shares of
the Series
 D Preferred Stock to Mr. Mathur." Please file the promissory note as an
exhibit.
 Please also revise to update the information called for by Item 6 of
Form 1-A.
13. You discuss creating an "investment fund focusing on digital assets" and
participating
 in "real estate investment projects." Please confirm your understanding
that such
 business lines, once implemented, may have implications under the
Investment
 Company Act of 1940, including the possibility that you will be
considered an
 investment company or investment advisor.
 Please contact Blaise Rhodes at 202-551-3774 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eddie Kim at 202-551-8713 or Lilyanna Peyser at 202-551-3222 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Laura M. Holm
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Limitless
X Holdings Inc.

 9777
Wilshire Blvd., #400

 Beverly
Hills, CA 90210

 April
11, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549-8561

 Attention:
Eddie Kim and Lilyanna Peyser

 Re:
 Limitless X Holdings, Inc.

 Preliminary Offering Circular on Form 1-A/A

 Submitted February 12, 2025

 CIK No. 0001803977

 Dear
Mr. Kim and Ms. Peyser:

 This
letter is being submitted in response to comments received from the staff (the " Staff ") of the United States Securities
and Exchange Commission (the " SEC ") by letter dated March 13, 2025 with respect to the Preliminary Offering Circular
on Form 1-A submitted to the SEC by Limitless X Holdings Inc. (the " Company ") on February 14, 2025 (the " POC ").
The numbering of the paragraphs below corresponds to the numbering in the comment letter, the text of which is incorporated into this
response letter for convenience.

 Concurrently
with the delivery of this letter, the Company respectfully advises the Staff that it publicly filed via EDGAR the revised and amended
POC on Form 1-A reflecting the changes made in response to the Staff's comments on the POC.

 Staff
Comments and Company Responses

 Cover
Page

 1.
Given that you "will set aside in the Dividend Payment Account an amount equal to two (2) years of dividend payments or $7.50 per
share for the Series D Preferred Stock," please revise the row titled "Less: Dividend Reserve" in the chart to reflect
such amount.

 Response :
We have revised the row titled "Less: Dividend Reserve" to reflect the amount set aside in the Dividend Payment Account as
amount equal to two (2) years of dividend payments or $7.50 per share for the Series D Preferred Stock.

 2.
We note the following disclosure under Item 6(c)(1) in Part I of Form 1-A: "Extinguishment of debt in the amount of $3,375,00 pursuant
to the issuance of 375,000 Class D Stock to 1 creditor. Each share of Class D Stock was valued at $25 per share" (emphasis
added). It appears that this is referring to the "debt conversation transaction" between the Company and Mr. Mathur, as reflected
on page 53 under the section titled "Debt Conversion Agreements with Mr. Mathur." That section, however, states that "the
Company issued an aggregate of 135,000 shares of Series D Stock to Mr. Mathur" (emphasis added). Please revise to correct
the discrepancy.

 Response :
We have revised the POC to state the correct number of shares of the Series D Stock issued in the aggregate to Mr. Mathur under the Debt
Conversion Agreements. The correct number of shares issued in the aggregate to Mr. Mathur under the Debt Conversion Agreements is 135,000
shares of Series D Stock.

 3.
We note your statement here and in the Summary, Business, and Management's Discussion and Analysis of Financial Condition and Results
of Operations sections that in December 2024 you announced plans to expand into new industries. Please revise each such statement to
disclose that these plans are aspirational and may not come to fruition. Please further revise the Management's Discussion and
Analysis section to describe the steps you intend to take, and the funds required, to develop each of these new business lines, as well
as the timeframe for the development of each such business line. If you do not yet have such plans, please state that is the case.

 Response :
We have revised the POC where the Company made statements regarding expansion into new industries to include disclosures that such plans
are aspirational and may not come to fruition. Further, we have revised the Business section to further elaborate on such plans regarding
the steps we intend to take toward our goals, funding requirements, and the timeline. Please take note that such changes were not required
in the Management's Discussion and Analysis of Financial Condition and Results of Operations section as we did not provide a description
of the new ventures there.

 4.
Please state here, and on page 4, that the Series D Preferred Stock has no voting rights, other than in the limited circumstances required
by Delaware corporate law. Also state that your Chief Executive Officer controls voting on all matters put to shareholders. Finally,
state, if true, that you do not intend to seek quotation or listing of the Series D Preferred Stock.

 Response :
We have revised the POC on the cover page and on page 4 by adding (1) the Series D Preferred Stock has no voting rights, other than in
the limited circumstances required by Delaware corporate law, and (2) that our Chief Executive Officer controls voting on all matters
put to shareholders. The Company intends to seek quotation or listing of the Series D Preferred Stock, and the POC has been revised to
reflect this intention.

 Risks
Related to Our Business

 We
face competition in our market from various companies, most of which have greater financial,
technical, and other resources than us., page 12

 5.
We note your disclosure that you "face significant competition from other marketing companies." However, it does not appear
that you plan to operate as a marketing agency, but as a purveyor of goods and services. Please revise this risk factor, as well as your
disclosure on pages 28, F-6, and F-30, accordingly, or advise.

 Response :
The Company has revised statements made on pages 12, F-6 and F-30. However, the Company believes that the description provided on page
28 lays out the Company's marketing efforts, strategy, and operations for its own products.

 Plan
of Distribution, page 22

 6.
We note that Mountain Share Transfer, LLC is acting as the transfer agent for this offering.
We also note, however, reference to Remark Holdings, Inc. in the Notice to Investors attached as Exhibit
4.1, as well as on the cover page of the Offering Statement. Please revise, or advise.

 Response :
The Company has removed the references to Remark Holdings, Inc. in Exhibit 4.1 and the cover page of the Offering Statement.

 7.
Please include a description of the material terms of your transfer agent agreement with Mountain Share Transfer, LLC, and file the agreement
as an exhibit.

 Response :
On September 5, 2019, the Company, still named Bio Labs Naturals, Inc.. entered into an Agreement Appointing Mountain Share Transfer,
LLC as Transfer Agent and Registrant (the "Share Transfer Agreement"). Under the Share Transfer Agreement with Mountain Share
Transfer, LLC ("MST"), the Company appointed MST as its transfer agent and registrar for its common stock. MST is authorized
originally to issue, register and countersign certificates of the Company's common stock upon receipt of a written request signed
by the appropriate officer of the Company and a certified copy of a board resolution approving such issuance. MST may be appointed to
act in another similar capacity as may be agreed upon by the MST and the Company. In addition, MST maintains, on behalf of the Company,
stock ledgers regarding certificates issued, cancelled, or transferred. The term of the Share Transfer Agreement is continuous but may
be terminated at any time upon 90 days' prior written notice. However, if the Company terminates the agreement for convenience,
the Company must pay a termination fee equal to the fee is six times the average monthly invoice, non-recurring fees excluded.

 We
have included a description of the material terms of the transfer agreement with Mountain Share Transfer, LLC in the POC and have filed
the same as an exhibit.

 Pricing
of the Offering, page 22

 8.
We note your disclosure that you considered, among other things, "[y]our past and present financial performance" in determining
the price of the shares of Series D Preferred Stock. Given your risk factor disclosure that "[your] future profitability is uncertain,"
you "have incurred recurring losses and may not be profitable in the future," and you "expect to incur losses in the
future," as well as the doubts regarding your ability to continue as a going concern, please explain to us how you determined an
Offering Price of $25. In your response, discuss whether and how you considered the recent sale prices of your common stock.

 Response :
The pricing of our Series D Preferred Stock at $25 per share was made after a thorough analysis of the market trends, the expectations
of the investors, and the financial strategies that we intend to implement in our company.

 First,
$25 per share is on par with the usual pricing of preferred stock in the market, thus making the stock more marketable and easily traded.
This price is comparable to other companies in the same industry, and it enhances acceptance by institutional and retail investors. Second,
the price of $25 per share is tied to the immediate value provided by the dividend payment structure and yield. The dividends payable
to the holders of Series D Preferred Stock over the first (2) two years totals $7.50, which is equivalent to a 15% return on an annual
basis, a high and stable return that makes the $25 per share price attractive to investors.

 Third,
setting the Series D Preferred Stock at a price of $25 per share ensures that a large number of people can buy the stock and hence increases
the liquidity in the market for secondary trading. A standard price point also helps in more efficient trading in round lots, which leads
to development of a well organized and active market for these securities. Fourth, the chosen price is in line with our other capital
raising plans as it is a cheap way to raise funding from the market for the long term and non-dilutive. This pricing policy assists in
optimizing the balance sheet and, at the same time, improve future financing flexibility. Fifth and finally, major exchanges including
the NYSE and NASDAQ require compliance with their listing rules related to pricing. Listing the price at $25 per share enhances efficiency
for listing approval, ensures compliance with industry standards, and increases investors' confidence in the product.

 Use
of Proceeds, page 24

 9.
We note the amount of "Dividend Reserve to be placed in escrow" is reflected to be $11,250,000 if 100% of the Shares are
sold. Throughout the Offering Statement, however, you state that you "will set aside in the Dividend Payment Account an amount
equal to two (2) years of dividend payments or $7.50 per share for the Series D Preferred Stock." Given that you are offering "[a]s
many as 3,000,000 shares,"$11,250,000 appears to reflect only the amount equal to one year of dividend payments of $3.75 per share.
Please revise, or advise.

 Response :
The Company has revised the POC on page 24 to reflect that we will set aside in the Dividend Payment Account an amount equal to two (2)
years of dividend payments or $7.50 per share for the Series D Preferred Stock, i.e., $22,500,000. The same change has been made across
the entire line items (1) "Less: Dividend Reserve to be placed in escrow" and (2) "Net Offering Proceeds to Limitless
X."

 Licensing
of Nutritional Products, page 27

 10.
With respect to your licensed nutritional products, please revise here, and elsewhere relevant, including on page 6, to describe the
material terms of the licensing agreement, including duration and effect, expiration dates and expected expiration dates. Also supplementally
confirm, if true, that the agreement in question is Exhibit 6.5, or advise. Refer to Item 101(h)(4)(vii) of Regulation S-K.

 Response :
The Company has revised the POC to include the requested description of the material terms of the licensing agreement. The Company supplementally
confirms that the agreement in question, i.e., the licensing agreement, is Exhibit 6.5.

 Legal
Proceedings, page 34

 11.
We note from your disclosure on page 14 that you are "currently involved in a lawsuit" relating to the information published
in your e-commerce webpages. We also note two ongoing actions disclosed on page F-47. Please revise this section to include a cross-reference
to your disclosure on page F-47 regarding current litigation, and to disclose the dates instituted, tentative schedules for litigation,
and the relief sought. Refer to Item 103(a) of Regulation S-K.

 Response :
The Company has revised the POC on pages 14 and 34 to include a cross-reference to our disclosure on page F-47. We have also provided
on page 14 information relating to the lawsuit "relating to information published in [our] e-commerce webpages" including
the dates instituted, tentative schedules for litigation, and the relief sought.

 Management's
Discussion and Analysis of Financial Condition and Results of Operations, page
38

 12.
Please expand the discussion regarding the causes of material changes in your results of operations for the periods presented to provide
the reasons underlying the significant changes in product sales, cost of sales, gross profit, operating expenses and any other significant
income statement line items. Refer to Item 9(a) of Form 1-A.

 Response :
We have revised the POC to expand upon the causes of the material changes in the results of our operations for the periods presented.

 Notes
to the Unaudited Condensed Consolidated Financial Statements

 Note
3 - Restatement, page F-11

 13.
Please revise here, and in Note 16 on page F-48, to disclose the nature of each adjustment
sufficient to understand the cause of the underlying error. Refer to FASB ASC 250-10-50-7.

 Response :
We have revised Note 3 and Note 16 to our Financial Statements on the POC to include the reason for adjustments for the period Annual
period ended December 31, 2023 and 2022.

 14.
An Item 4.02 Form 8-K was required to be filed within four business days of concluding
that your previously issued financial statements should no longer be relied upon. Please file the required Item 4.02 Form 8-K. Refer
to General Instruction B.1 and Item 4.02 of Form 8-K. In addition, amend your Forms 10-Q for all periods
that contained the financial statements that can no longer be relied upon.

 Response :
The Company filed a Form 8-K on April 7, 2025 reporting the previously issued financial statements which could no longer be relied upon.
Regarding Forms 10-Q, management has conducted an analysis of the 2023 and 2022 year-end restatement adjustments.

 After reviewing
the year-end restatement adjustments, management has determined that large adjustments were primarily due to Q4 2023 and Q4 2022 adjustments
except for a few large amounts which carried to Q3 2023. As a result, the Company filed its Quarterly Report on Form 10-Q for the three
and nine months ended September 30, Q3 2024 with restated unaudited condensed consolidated financial statements for the three and nine
months ended September 30, 2023 numbers. For adjustments that caused restatement for 2023 and 2022 year-end, these large adjustments
were primarily for Q4 2023 and Q4 2022 events, therefore, not impacting the previous quarters. However, when assessing the roll-over
impact, these adjustments do have balance sheet and beginning retained earnings adjustment impact but no impact on the statement of operations
for the subsequent or previous quarters. The restatement adjustments are not material to the previously issued quarterly financial statements, and as a result,
these adjustments will be corrected in the current period by correcting prior period information in the comparative financial statements.

 For
example, large restatement adjustments at 2023 and 2022 year-end consisted of:

 a.
 Holdback
 Receivables adjustment of $1.0 M which consisted of transactions that occurred in Q4 2022 and none in previous period. The
 roll-over impact to the following quarters are primarily balance sheet and beginning retained earnings;

 b.
 Inventory
 adjustment of $2.6M which primarily relate to Q4 2022 transactions because our inventories turnover within 3-4 months. The
 roll-over impact to the following quarters are

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Jaspreet Mathur
Chief Executive Officer
Limitless X Holdings Inc.
9777 Wilshire Blvd. #400
Beverly Hills, CA 90210

 Re: Limitless X Holdings Inc.
 Offering Statement on Form 1-A
 Filed February 14, 2025
 File No. 024-12574
Dear Jaspreet Mathur:

 We have reviewed your offering statement and have the following
comment(s).

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

Offering Statement on Form 1-A
Cover Page

1. Given that you "will set aside in the Dividend Payment Account an amount
equal to
 two (2) years of dividend payments or $7.50 per share for the Series D
Preferred
 Stock," please revise the row titled "Less: Dividend Reserve" in the
chart to reflect
 such amount.
2. We note the following disclosure under Item 6(c)(1) in Part I of Form
1-A:
 "Extinguishment of debt in the amount of $3,375,00 pursuant to the
issuance
 of 375,000 Class D Stock to 1 creditor. Each share of Class D Stock was
valued at
 $25 per share" (emphasis added). It appears that this is referring to
the "debt
 conversation transaction" between the Company and Mr. Mathur, as
reflected on page
 53 under the section titled "Debt Conversion Agreements with Mr.
Mathur." That
 section, however, states that "the Company issued an aggregate of
135,000 shares of
 Series D Stock to Mr. Mathur" (emphasis added). Please revise to correct
the
 discrepancy.
3. We note your statement here and in the Summary, Business, and
Management's
 March 13, 2025
Page 2

 Discussion and Analysis of Financial Condition and Results of Operations
sections
 that in December 2024 you announced plans to expand into new industries.
Please
 revise each such statement to disclose that these plans are aspirational
and may not
 come to fruition. Please further revise the Management's Discussion and
Analysis
 section to describe the steps you intend to take, and the funds
required, to develop
 each of these new business lines, as well as the timeframe for the
development of each
 such business line. If you do not yet have such plans, please state that
is the case.
4. Please state here, and on page 4, that the Series D Preferred Stock has
no voting
 rights, other than in the limited circumstances required by Delaware
corporate law.
 Also state that your Chief Executive Officer controls voting on all
matters put to
 shareholders. Finally, state, if true, that you do not intend to seek
quotation or listing
 of the Series D Preferred Stock.
Risks Related to Our Business
We face competition in our market from various companies, most of which have
greater
financial, technical, and other resources than us., page 12

5. We note your disclosure that you "face significant competition from
other marketing
 companies." However, it does not appear that you plan to operate as a
marketing
 agency, but as a purveyor of goods and services. Please revise this risk
factor, as well
 as your disclosure on pages 28, F-6, and F-30, accordingly, or advise.
Plan of Distribution, page 22

6. We note that Mountain Share Transfer, LLC is acting as the transfer
agent for this
 offering. We also note, however, reference to Remark Holdings, Inc. in
the Notice to
 Investors attached as Exhibit 4.1, as well as on the cover page of the
Offering
 Statement. Please revise, or advise.
7. Please include a description of the material terms of your transfer
agent agreement
 with Mountain Share Transfer, LLC, and file the agreement as an exhibit.
Pricing of the Offering, page 22

8. We note your disclosure that you considered, among other things, "[y]our
past and
 present financial performance" in determining the price of the shares of
Series D
 Preferred Stock. Given your risk factor disclosure that "[yo]ur future
profitability is
 uncertain," you "have incurred recurring losses and may not be
profitable in the
 future," and you "expect to incur losses in the future," as well as the
doubts regarding
 your ability to continue as a going concern, please explain to us how
you determined
 an Offering Price of $25. In your response, discuss whether and how you
considered
 the recent sale prices of your common stock.
Use of Proceeds, page 24

9. We note the amount of "Dividend Reserve to be placed in escrow" is
reflected to be
 $11,250,000 if 100% of the Shares are sold. Throughout the Offering
Statement,
 however, you state that you "will set aside in the Dividend Payment
Account an
 amount equal to two (2) years of dividend payments or $7.50 per share
for the Series
 D Preferred Stock." Given that you are offering "[a]s many as 3,000,000
shares,"
 March 13, 2025
Page 3

 $11,250,000 appears to reflect only the amount equal to one year of
dividend
 payments of $3.75 per share. Please revise, or advise.
Licensing of Nutritional Products, page 27

10. With respect to your licensed nutritional products, please revise here,
and elsewhere
 relevant, including on page 6, to describe the material terms of the
licensing
 agreement, including duration and effect, expiration dates and expected
expiration
 dates. Also supplementally confirm, if true, that the agreement in
question is Exhibit
 6.5, or advise. Refer to Item 101(h)(4)(vii) of Regulation S-K.
Legal Proceedings, page 34

11. We note from your disclosure on page 14 that you are "currently involved
in a
 lawsuit" relating to the information published in your e-commerce
webpages. We also
 note two ongoing actions disclosed on page F-47. Please revise this
section to include
 a cross-reference to your disclosure on page F-47 regarding current
litigation, and to
 disclose the dates instituted, tentative schedules for litigation, and
the relief sought.
 Refer to Item 103(a) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 38

12. Please expand the discussion regarding the causes of material changes in
your results
 of operations for the periods presented to provide the reasons
underlying the
 significant changes in product sales, cost of sales, gross profit,
operating expenses and
 any other significant income statement line items. Refer to Item 9(a) of
Form 1-A.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 3 - Restatement, page F-11

13. Please revise here, and in Note 16 on page F-48, to disclose the nature
of each
 adjustment sufficient to understand the cause of the underlying error.
Refer to FASB
 ASC 250-10-50-7.
14. An Item 4.02 Form 8-K was required to be filed within four business days
of
 concluding that your previously issued financial statements should no
longer be relied
 upon. Please file the required Item 4.02 Form 8-K. Refer to General
Instruction B.1
 and Item 4.02 of Form 8-K. In addition, amend your Forms 10-Q for all
periods that
 contained the financial statements that can no longer be relied upon.
Funding Commitment Agreement, page F-20

15. Please file the Funding Commitment Agreement as an exhibit, or tell us
why you are
 not required to do so.
Exhibits

16. We note your disclosure that the Dividend Reserve will be placed in
escrow. Please
 describe the terms of the escrow and file the escrow agreement as an
exhibit. If you
 have not yet entered into such agreement, please state that is the case.
Refer to Item
 17(8) in Part III of Form 1-A.
 March 13, 2025
Page 4

General

17. We note your disclosure that "[t]he Offering will . . . terminate on the
earlier of (i) the
 date on which the Maximum Offering is sold, (ii) the date that is three
(3) years from
 the date of qualification of this Offering Statement; or (iii) when we
elect to terminate
 the Offering for any reason" (emphasis added). We also note your
statement that the
 "Sale of the Shares . . . will be a continuous Offering pursuant to Rule
 251(d)(3)(i)(F)." Given that continuous offerings may be made under
Regulation A
 only if the offering statement pertains to securities that "will be
offered in an amount
 that, at the time the offering statement is qualified, is reasonably
expected to be
 offered and sold within two years from the initial qualification date"
(emphasis
 added), please revise the disclosure regarding the termination of the
offering, or
 advise. Refer to Rule 251(d)(3)(i)(F) of Regulation A.
18. Please tell us whether Article XI of your amended and restated bylaws
applies only to
 state law claims or also to Exchange Act and/or Securities Act claims.
 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.

 Please contact Blaise Rhodes at 202-551-3774 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eddie Kim at 202-679-6943 or Lilyanna Peyser at 202-551-3222 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Laura M. Holm
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP
1
filename1.htm

Michael
A. Littman

Attorney at Law

PO Box 1839

Arvada, CO 80001

(720) 530-6184

malattyco@aol.com

October 7, 2020

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

Washington, D. C. 20549

Re: 	Bio Lab Naturals, Inc.

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

Filed September 23, 2020

File No. 333-239640

Dear Commission,

In response to the
Commission’s letter dated September 29, 2020 in the matter referenced above, an Amendment No. 3 to Registration Statement
on Form S-1 has been filed on the EDGAR system. Below please find the following corresponding answers addressed in the amendment:

Amendment No. 2 to Registration Statement
on Form S-1, filed September 23, 2020

Prospectus Cover Page, page iii

1. Your cover page continues
to state that the selling shareholders plan to sell common shares at market prices for so long as your company is quoted on OTC
Pink. Please amend your disclosure to clarify the fixed price at which you will sell your shares, unless and until you are quoted
on the OTCQB. Please also clarify what is meant by your statement that selling security holders may sell their securities "on
the OTC Pink" at a fixed price, and whether this means selling security holders are restricted to selling only on OTC Pink.

Response: Please
see the edited language on page iii.

    1 of 2

Exhibit 23.2 - Consent of Independent
Registered Public Accounting Firm, page 50

2. Please provide a consent
from your independent accountants for the reports dated September 21, 2020 for Prime Time Live, Inc. and Prime Time Mobile Event
Screens, LLC.

Response: Please
see revised Consent included as Exhibit 23.2.

General

3. We note your removal
of disclosure describing Michael A. Littman as a "promoter," due to his beneficial ownership of Class A Supermajority
Voting Convertible Preferred Shares. It appears from your disclosure on page 19 that Mr. Littman still owns these shares, and you
also disclose that "Michael A. Littman, as legal counsel to the company, had substantial participation in the preparation
of the S-1, and owns both Series A Preferred shares and common shares, and is registering 400,000 common shares for resale for
his Defined Benefit Plan, and has owned common shares in the Company since 2010." Please provide us with your legal analysis
as to why Mr. Littman is not a promoter, or amend your filing to provide the disclosure describing Mr. Littman as a promoter, as
you disclosed in your prior amendment.

Response: Please
see amended language on page 19 which removes Series A Preferred language. Page 38 has been amended to insert edited language including
Mr. Littman as a Promoter.

We hope these amendments meet with your satisfaction.

Sincerely,

/s/ Michael A. Littman

Michael A. Littman

Attorney at Law

    2 of 2

United States securities and exchange commission logo
September 29, 2020
W. Edward Nichols
Chief Executive Officer
Bio Lab Naturals, Inc.
7400 E. Crestline Circle, Suite #130
Greenwood Village, CO 80111
Re:Bio Lab Naturals, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 23, 2020
File No. 333-239640
Dear Mr. Nichols:
            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 August 27, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-1, filed September 23, 2020
Prospectus Cover Page, page iii
1.Your cover page continues to state that the selling shareholders plan to sell common
shares at market prices for so long as your company is quoted on OTC Pink.  Please
amend your disclosure to clarify the fixed price at which you will sell your shares, unless
and until you are quoted on the OTCQB.  Please also clarify what is meant by your
statement that selling security holders may sell their securities "on the OTC Pink" at a
fixed price, and whether this means selling security holders are restricted to selling only
on OTC Pink.

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 September 29, 2020 Page 2
 FirstName LastName
W. Edward Nichols
Bio Lab Naturals, Inc.
September 29, 2020
Page 2
Exhibit 23.2 - Consent of Independent Registered Public Accounting Firm , page 50
2.Please provide a consent from your independent accountants for the reports dated
September 21, 2020 for Prime Time Live, Inc. and Prime Time Mobile Event Screens,
LLC.
General
3.We note your removal of disclosure describing Michael A. Littman as a "promoter," due
to his beneficial ownership of Class A Supermajority Voting Convertible Preferred
Shares.  It appears from your disclosure on page 19 that Mr. Littman still owns these
shares, and you also disclose that "Michael A. Littman, as legal counsel to the company,
had substantial participation in the preparation of the S-1, and owns both Series A
Preferred shares and common shares, and is registering 400,000 common shares for resale
for his Defined Benefit Plan, and has owned common shares in the Company since
2010."  Please provide us with your legal analysis as to why Mr. Littman is not a
promoter, or amend your filing to provide the disclosure describing Mr. Littman as a
promoter, as you disclosed in your prior amendment.
            You may contact Scott Stringer at (202) 551-3272 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael A. Littman

CORRESP
1
filename1.htm

Michael
A. Littman

Attorney at Law

PO Box 1839

Arvada, CO 80001

(720) 530-6184

malattyco@aol.com

September 23, 2020

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

Washington, D. C. 20549

Re:

Bio Lab Naturals, Inc.

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

Filed August 14, 2020

File No. 333-239640

Dear Commission,

In response to the
Commission’s letter dated August 27, 2020 in the matter referenced above, an Amendment No. 2 to Registration Statement on
Form S-1 has been filed on the EDGAR system. Below please find the following corresponding answers addressed in the amendment:

Amendment No. 1 to Registration Statement
on Form S-1, filed August 14, 2020

Risk Factors Related to our Business

"COVID-19 Effects on the Economy
may negatively . . ." , page 5

1. We note your response
to comment 9, but it is not completely responsive to our comment. Please amend your risk factor disclosure to describe the risks
to your business, specifically. In this regard, we note your disclosure on page 23 that "COVID-19 has reduced [y]our historical
revenues by 100%. The bans on events and gatherings are very material to [y]our sources and use of funds. [Yo]ur reduced cash flows
from operations has materially impacted [y]our growth aspirations." We also note your disclosure on page 26 that "the
continuation of COVID-19 prohibitions will continue to raise substantial doubt about [y]our ability to grow, maintain and expand
[y]our business and generate revenues."

Response: Please
see additional language added to the risk factor on page 13.

    1 of 3

Item 11. Information with respect to
the Registrant

a. Description of Business

Our Business

Summary, page 20

2. We note your response
to comment 5, including your amended disclosure that you currently have a firm commitment for one event. Please briefly describe
the terms of this commitment, including the amount of the commitment, contingencies or terms related to termination, etc. Please
disclose, if applicable, whether stay at home orders related to COVID-19 could impact this future commitment.

Response: Relative to your
comment, please see language on page 21 reflecting that the event was realized by our Company during the period ended August 31,
2020 and as such disclosed.

Screens, page 20

3. We note your response
to comment 7 and your amended disclosure that "Prime Time Live, Inc. offers three different screen sizes. The 30' x 18' mobile
LED screen that is installed inside a 53 ft. trailer, a 15' x 8' and an 8' x 5' mobile LED screen that is towed by a mid-size SUV.
[You] currently own one 30' x 18' screen that has a life time use of 50,000 hours of which 2,500 hours have been used as well as
one 8’ x 5’ mobile LED screen that is new with no hours." If Prime Time Live offers three different screen sizes,
please clarify why you do not currently own the 15' x 8' screen, and whether you have any current plans to acquire this screen.
If you currently own a 15' x 8' screen, please disclose the age of this screen and its life expectancy.

Response: Language
has been removed relative to the 15’ x 8’ screen on page 21.

Item 15. Recent Sales of Unregistered
Securities

Shares Issued in Private Placement Offering,
page 50

4. We note your response
to comment 14, and your amended disclosure on page 50. Please disclose the date of sale of the relevant securities, and clarify
whether this private placement is ongoing. See item 701 of Regulation S-K.

Response: Please
see the dates of the sale of the various securities and reference to termination of private placement on page 49.

Report of Independent Registered Public
Accounting Firm, page F-38

5. We note that the format
and components of the audit opinion provided do not appear to conform to the requirements outlined within paragraphs 8 to 10 and
18 of PCAOB Auditing Standard 3101. Please explain why or request a revised audit opinion from your independent registered public
accounting firm and revise your filing to include such conforming audit opinion. This comment also applies to the audit opinion
of Prime Time Mobile Video Event Screens, LLC for the periods ending October 11, 2019, December
31, 2018, and December 31, 2017 on pages F-49 and F-58.

    2 of 3

Response: Please find enclosed
newly issued opinion letters from our Independent Registered Public Accounting firm in conformity with PCAOB Auditing Standard
3101 relative to the audits of Prime Time Mobile Video Event Screens LLC as of and for the year ended December 31, 2018 and as
of and for the period January 1, 2019 through October 11, 2019 and of Prime Time Live Inc as of and for the period September 17,
2019 through December 30, 2019.

Prime Time Live, Inc.

Financial Statements

Balance Sheet, page F-39

6. Please explain why financial
statements of Prime Time Live, Inc. are presented as of December 31, 2019 since the entity, including its assets, were sold as
of this date.

Response: Relative to your
comment, please see the financial statements of Prime Time Live, Inc. are now presented as of and for the period September 17,
2019 (Inception) through December 30, 2019 (“PTL”) in conformity with Topic 2030.4 of the FRM where there will be no
gap between the pre-acquisition audited financial statements of PTL period of December 30, 2019 and the post-acquisition audited
financial statements of Bio Lab Naturals, Inc. and subsidiary for the period July 1, 2019 through December 31, 2019.

General

7. We note your response
to comment 18, and your amended disclosure on page iii that "[yo]ur security holders may sell their securities on the OTC
Pink at a fixed price as shown, unless and until [you] achieve OTCQB listing and maintain such listing after which time [y]our
selling shareholders may sell at market prices or at any price in privately negotiated transactions." Please amend your disclosure
to clarify the fixed price at which you will sell your shares, unless and until you are quoted on the OTCQB.

Response: Please see additional
language added to page iii and page 14 responsive to this comment.

We hope these amendments meet with your satisfaction.

Sincerely,

/s/ Michael A. Littman

Michael A. Littman

Attorney at Law

    3 of 3

United States securities and exchange commission logo
September 8, 2020
W. Edward Nichols
Chief Executive Officer
Bio Lab Naturals, Inc.
201 Columbine St.
3rd Floor, Suite 11
Denver, CO 80206
Re:Bio Lab Naturals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Response filed September 2, 2020
File No. 333-239640
Dear Mr. Nichols:
            We have reviewed your September 2, 2020 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 letter by amending your registration 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 registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 27, 2020 letter.
Response filed September 2, 2020
Report of Independent Registered Public Accounting Firm, page F-38
1.We note your response to comment five; however, it appears the guidance in FRM
4110.5(1), issuer and its predecessor, is more applicable based on your response to
comment 15 in your letter dated August 14, 2020.  Please advise.

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 September 8, 2020 Page 2
 FirstName LastName
W. Edward Nichols
Bio Lab Naturals, Inc.
September 8, 2020
Page 2
            You may contact Scott Stringer at (202) 551-3272 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael A. Littman

CORRESP
1
filename1.htm

Michael
A. Littman

Attorney at Law

PO Box 1839

Arvada, CO 80001

(720) 530-6184

September 2, 2020

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporate Finance

Washington, D. C. 20549

Attn: Scott Stringer

    Re:
    Bio Lab Naturals, Inc.

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

    File No. 333-239640

Dear Mr. Stringer,

On behalf of the Issuer,
I am responding to comments numbered 5 and 6 of your comment letter dated August 27, 2020, to submit our thoughts and proposed
responses about those comments and see if the Commission can accept the position proposed, only as to those comments:

Report of Independent
Registered Public Accounting Firm, page F-38

5. We note that the format
and components of the audit opinion provided do not appear to conform to the requirements outlined within paragraphs 8 to 10 and
18 of PCAOB Auditing Standard 3101. Please explain why or request a revised audit opinion from your independent registered public
accounting firm and revise your filing to include such conforming audit opinion. This comment also applies to the audit opinion
of Prime Time Mobile Video Event Screens, LLC for the periods ending October 11, 2019, December 31, 2018, and December 31, 2017
on pages F-49 and F-58.

Response: Please note that
our independent registered public accounting firm issued their opinions of Prime Time Live, Inc. as of and for the period September
11, 2019 (Inception) through December 30, 2019 and of Prime Time Mobile Event Screens, LLC as of and for the period January 1,
2019 through October 11, 2019 and as of and for the years ended December 31, 2018 and 2017 in conformity with Topic 4110.5(5) of
the SEC Financial Reporting Manual (“FRM”). As stated in the FRM under Topic 4110.5(5), these audits are not required
to be “issued by a public accounting firm registered with the PCAOB”. Thus, the audits do not fall under the
purview of PCAOB Auditing Standard 3101. These audits

satisfied the “non-issuer
entity” requirements under Rule 3-05 of S-X Regulations or Rule 8-04 for small reporting companies as the transaction
between Prime Time Live, Inc. and Bio Lab Naturals, Inc. effective December 31, 2019 and Prime Time Live, Inc. and Prime Time Mobile
Event Screens, LLC effective October 11, 2019 were reported as an acquisition of a business in accordance with ASC 805.

Prime Time Live, Inc.

Financial Statements

Balance Sheet, page F-39

6. Please explain why financial
statements of Prime Time Live, Inc. are presented as of December 31, 2019 since the entity, including its assets, were sold as
of this date.

Response: Relative to your
comment, please see the financial statements of Prime Time Live, Inc. are now presented as of and for the period September 17,
2019 (Inception) through December 30, 2019 (“PTL”) in conformity with Topic 2030.4 of the FRM where there will be no
gap between the pre-acquisition audited financial statements of PTL period of December 30, 2019 and the post-acquisition audited
financial statements of Bio Lab Naturals, Inc. and subsidiary for the period July 1, 2019 through December 31, 2019.

If these responses are satisfactory, then we
will complete the Amendment #2, and file it for further review.

After consideration, could you let me know
the Commission position.

Thank you,

/s/ Michael A. Littman

Michael A. Littman

United States securities and exchange commission logo
August 27, 2020
W. Edward Nichols
Chief Executive Officer
Bio Lab Naturals, Inc.
201 Columbine St.
3rd Floor, Suite 11
Denver, CO 80206
Re:Bio Lab Naturals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 14, 2020
File No. 333-239640
Dear Mr. Nichols:
            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 July 29, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1, filed August 14, 2020
Risk Factors Related to our Business
"COVID-19 Effects on the Economy may negatively . . ." , page 5
1.We note your response to comment 9, but it is not completely responsive to our comment.
Please amend your risk factor disclosure to describe the risks to your business,
specifically.  In this regard, we note your disclosure on page 23 that "COVID-19 has
reduced [y]our historical revenues by 100%. The bans on events and gatherings are very
material to [y]our sources and use of funds. [Yo]ur reduced cash flows from operations
has materially impacted [y]our growth aspirations."  We also note your disclosure on page
26 that "the continuation of COVID-19 prohibitions will continue to raise substantial

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 August 27, 2020 Page 2
 FirstName LastName
W. Edward Nichols
Bio Lab Naturals, Inc.
August 27, 2020
Page 2
doubt about [y]our ability to grow, maintain and expand [y]our business and generate
revenues."
Item 11. Information with respect to the Registrant
a. Description of Business
Our Business
Summary, page 20
2.We note your response to comment 5, including your amended disclosure that you
currently have a firm commitment for one event.  Please briefly describe the terms of this
commitment, including the amount of the commitment, contingencies or terms related to
termination, etc.  Please disclose, if applicable, whether stay at home orders related to
COVID-19 could impact this future commitment.
Screens, page 20
3.We note your response to comment 7 and your amended disclosure that "Prime Time
Live, Inc. offers three different screen sizes. The 30' x 18' mobile LED screen that is
installed inside a 53 ft. trailer, a 15' x 8' and an 8' x 5' mobile LED screen that is towed by
a mid-size SUV.  [You] currently own one 30' x 18' screen that has a life time use of
50,000 hours of which 2,500 hours have been used as well as one 8’ x 5’ mobile LED
screen that is new with no hours."  If Prime Time Live offers three different screen sizes,
please clarify why you do not currently own the 15' x 8' screen, and whether you have any
current plans to acquire this screen.  If you currently own a 15' x 8' screen, please disclose
the age of this screen and its life expectancy.
Item 15. Recent Sales of Unregistered Securities
Shares Issued in Private Placement Offering, page 50
4.We note your response to comment 14, and your amended disclosure on page 50.  Please
disclose the date of sale of the relevant securities, and clarify whether this private
placement is ongoing.  See item 701 of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-38
5.We note that the format and components of the audit opinion provided do not appear to
conform to the requirements outlined within paragraphs 8 to 10 and 18 of PCAOB
Auditing Standard 3101. Please explain why or request a revised audit opinion from your
independent registered public accounting firm and revise your filing to include such
conforming audit opinion.  This comment also applies to the audit opinion of Prime Time
Mobile Video Event Screens, LLC for the periods ending October 11, 2019, December 31,
2018, and December 31, 2017 on pages F-49 and F-58.

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 August 27, 2020 Page 3
 FirstName LastName
W. Edward Nichols
Bio Lab Naturals, Inc.
August 27, 2020
Page 3
Prime Time Live, Inc.
Financial Statements
Balance Sheet, page F-39
6.Please explain why financial statements of Prime Time Live, Inc. are presented as
of December 31, 2019 since the entity, including its assets, were sold as of this date.
General
7.We note your response to comment 18, and your amended disclosure on page iii that
"[yo]ur security holders may sell their securities on the OTC Pink at a fixed price as
shown, unless and until [you] achieve OTCQB listing and maintain such listing after
which time [y]our selling shareholders may sell at market prices or at any price in
privately negotiated transactions."  Please amend your disclosure to clarify the fixed price
at which you will sell your shares, unless and until you are quoted on the OTCQB.

            You may contact Scott Stringer at (202) 551-3272 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael A. Littman

CORRESP
1
filename1.htm

Michael A. Littman

Attorney at Law

P.O. Box 1839

Arvada, CO 80001

(720) 530-6184

malattyco@aol.com

August 14, 2020

VIA EDGAR

United States Securities
& Exchange Commission

Division of Corporation
Finance

Office of Trades and
Services

Attn: Scott Stringer
or Theresa Brillant

Washington, D.C. 20549

Re:
Bio Lab Naturals, Inc.

Registration
Statement on Form S-1

Filed
July 2, 2020

File
No. 333-239640

Dear Commission:

In response
to the Commission’s letter dated July 29, 2020 in the matter referenced above, an amended Form S-1 has been filed on the
EDGAR system. Below please find the following corresponding answers addressed in the amendment:

Registration
Statement on Form S-1 filed July 2, 2020

Implications
of Being an Emerging Growth Company, page 2

 1. Please update this section to refer to the most recent requirements for
an emerging growth company. See the Emerging Growth Company guidance, modified July 24, 2019, on the Small Business, Going Public
page of our public website.

ANSWER:
Please see additional language added on page 3.

Risk
Factors Related to Our Business "Our officers and directors may have conflicts . . .", page 6

 2. We note your disclosure that "[yo]ur current officers and directors
also currently serve other companies and as such may present conflicts due to lack of full-time attention to the Company."
In an appropriate place in your filing, please briefly describe the current conflicts of interest for each of your current officers
and directors.

ANSWER:
Please see additional language added to pages 7 and 39.

    1 of 7

"We
may need to implement additional finance and accounting systems . . .", page 7

 3. You disclose that "[w]e may be required to comply with a variety of
reporting, accounting, and other rules and regulations." Please amend your disclosure to clarify that, when and if your registration
statement becomes effective, you will incur SEC reporting obligations, and describe related accounting, and other rules and regulations
with which you will be required to comply.

ANSWER:
Language has been removed and replaced on page 7.

Risk
Factors Related to Our Stock "A limited public market exists for our common stock at this time . . .", page 10

 4. In this risk factor disclosure, you refer to the securities registered in
this offering as "digital equities." However, it appears that you are registering common shares. For consistency, please
remove the references to digital equities, or tell us why you are referring to your common shares as digital equities.

ANSWER:
Per your comment, “digital equities” language has been removed from this risk factor on page 11.

Item
11. Information with respect to the Registrant a. Description of Business Our Business Summary, page 19

 5. We note your statement that Prime Time Live has a long history of service
in the event services industry, and is in high demand for major events nationwide. Please clearly disclose the current operational
status of Prime Time Live, including the length of time that Prime Time Live has been in business, the average number of events
that it participates in annually, including the size of such events, and revenues generated, if any. Please also disclose whether
you have any current rental commitments for upcoming events, and whether you have generated any revenue to date from either your
promotion offers for sponsors or your fan villages.

ANSWER:
Please note the changes that we made under “Our Business Summary” to reflect the history
and relationship of Prime Time Live, Inc. with Bio Lab Naturals, Inc. as well as with Prime Time Mobile Video Event Screens, LLC.
Further, we have included quantitatively information as to specific revenues and related number of events for the current six months
ended June 30, 2020 and the years 2019 and 2018. Amendments occur with regards to this comment on pages 2, and 20.

 6. You disclose that "[h]aving the rare tools to attract attention, boost
attendance, collect valuable data, and offer wifi solutions are some of the key reasons why Prime Time Live,

    2 of 7

Inc. is in high demand
for major events nationwide." Where you summarize your business plan, please disclose how you charge, or intend to charge,
fees for data collection, wifi, and other services you intend to provide to consumers, in addition to rentals of your large screen
LED televisions.

ANSWER:
We have eliminated in our business plan information about having tools to attract attention, boost
attendance, collect valuable data and offer wifi solutions as we are unable to gather that type of information at this time. Therefore,
there is no disclosure on how we charge, or intend to charge fees for data collection, wifi and other services as we do not intend
to provide such to consumers.

Screens,
page 19

 7. Please disclose the number of screens you currently own, and provide material
information about such screens, such as the age of the screens and life expectancy. We also note your disclosure that "Prime
Time Live, Inc. only buys their equipment from the largest manufacturer of LED event screens around the world." Please tell
us whether you have an agreement with your supplier to provide you with your event screens. If so, please provide a brief description
of the terms of this agreement, and file the agreement as an exhibit to your registration statement. See Item 601(b)(10) of Regulation
S-K.

ANSWER:
Please see our disclosures under this section that references how may screen we own and their life
expectancy and usage in hours. We do not have an agreement with our supplier of the screens. Please see revised language added
on page 20.

Going
Forward, page 20

 8. In the bulleted list in this section, you include several statements regarding
the planned business of Prime Time Live moving forward. Please provide the dates by which you expect to accomplish these plans.
Further, in your budget for the next 12 months on page 21, please describe how you generated your projected revenue amounts, including
the assumptions underlying such projections. Please also disclose the source of the $35,000 in revenue for 6/30/2020. In addition,
the budget does not appear to include the capital commitments related to your business plan moving forward, described on page 20.
Please amend your capital budget to show your commitments for these plans for the next 12 months, if you expect to accomplish your
plans within the next 12 months.

ANSWER:
Please note that we have reviewed our bullet list in this section (page 21) and, as a result, revised
the list including the date of accomplishment as well as the inclusion of such capital commitments in the budget for the next 12
months. Further, we have included a narrative relative to the assumptions used in generating the revenue for the next 12 months.
Also, as a result of our new quarterly budgets starting with September 30, 2020, the quarter ended June 30, 2020 is now part of
the historical financial statements included in this amendment #1 to the registration statement.

    3 of 7

Liquidity
and Capital Resource Needs & Plan of Operations, page 21

 9. You disclose that "[t]he World Health Organization has declared COVID-19
a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel
restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been
exposed to the virus," and that "we cannot reasonably estimate the duration and severity of this pandemic, which could
have a material adverse impact on our business, results of operations, financial position and cash flows." Please amend your
disclosure to describe how the COVID-19 pandemic has impacted your business and the event industry specifically. See CF Disclosure
Guidance: Topic No. 9A, available on our public website. Make conforming changes to your filing, including to your risk factor
disclosure.

ANSWER:
Please see additional language added to pages 22 through 26 to satisfy this comment.

 d. Market Price for Common Equity and Related Stockholder Matters, page 24

 10. Please provide the information required by item 201 of Regulation S-K for
the interim period ending March 31, 2020. See Item 201(a)(1)(iii) of Regulation S-K.

ANSWER:
Please see additional language added to page 29 regarding the 1st and 2nd Quarters of 2020.

Material
Relationships, page 26

 11. You disclose that your Class A Preferred Shares have super majority voting
rights until an exchange listing may be achieved. However, you do not discuss this condition to super majority voting on page 17
of your filing, where you describe the voting rights of your Class A Preferred Shares. Please revise for consistency. Please also
clarify whether you are seeking to apply for exchange listing at this time.

ANSWER:
Additional language has been added to page 18 regarding this comment.

h.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Milestones, page 27

 12. Please include a qualitative discussion of your plan of operations for the
next twelve months and through the point of generating revenues to describe how and when you expect to reach operational status
and revenue generation, and the activities and steps you plan to take as part of your plan.

ANSWER:
Please note the disclosure that revenues during the six months ended June 30, 2020 were a result
of the COVID-19 impact as well as the sometime lack of demand for

    4 of 7

event services during the
winter months. As such, the Company does not see any need to change its normal operations or initiate any new steps for revenues
to begin generating and thus to reach operational status. Additional language has been added to page 32 with regards to this comment.

k.
Directors and Executive Officers Biographical Information, page 30

 13. Where you discuss the other businesses and organizations by which your executive
officers and directors were employed, please disclose the names and principal business of each of these entities. For example,
disclose the names and principal business of each of the "several public companies" for which Mr. Nichols has served
as a Director and member of the Executive Staff. See Item 401(e) of Regulation S-K.

ANSWER:
Please see additional language added to the biography of Mr. Nichols on page 37.

Item
15. Recent Sales of Unregistered Securities, page 43

 14. It appears that you have recently filed a Form D related to a Regulation
D offering of equity securities under the exemption contained in Rule 506(b) of the Securities Act. Please revise this section
to include the disclosure required by Item 701 of Regulation S-K for any sales made under the Regulation D offering or any other
sales of unregistered securities that are not currently disclosed.

ANSWER:
Please see revised Item 15 on page 50 to address this comment.

e.
Financial Statements, page F-1

 15. It appears that you succeeded to substantially all of the business of Prime
Time Live Inc. and that your operations before the succession were insignificant relative to the operations acquired. It therefore
appears that Prime Time Live Inc. is the predecessor, and predecessor audited financial statements required by Rule 8-04 of Regulation
S-X should be provided. Please advise.

ANSWER:
Pursuant with Rule 8-04 of Regulation S-X, please find attached the financial statements as of
and for the period September 17, 2019 (Inception) through December 31, 2019 of Prime Time Live, Inc. (“PTL”) where
the Company [operations of the Company before the succession were insignificant relative to the operations acquired] succeeded
to substantially all of the business of PTL as well as the financial statements as of and for the period January 1, 2019 through
October 11, 2019 [date that Prime Time Mobile Video Event Screens, LLC (“PTMVES”) ceased the business] and for the
years ended December 31, 2018 and 2017 of PTMVES where PTL [operations of PTL before the succession were

    5 of 7

insignificant relative to
the operation acquired] succeeded to substantially all of the business of PTMVES.

Also, we
have provided pursuant with Rule 8-05 of Regulation S-X, pro forma financial statements reflecting the acquisition of PTL as of
July 1, 2019, the beginning of the latest fiscal year of the Company. In addition, the operations of the business, (under the ownership
of PTMVES) between July 1, 2019 and October 11, 2019 were included in the pro forma financial statements. Further, since the acquisition
of PTL occurred effective December 31, 2019, the historical operations of the business are included in the interim financial statements
of the Company for the three months ended March 31, 2020 and the six months ended June 30, 2020.

Note
1- Organization and History, page F-7

 16. We refer to your disclosure on page 5 indicating “Prime Time Live,
Inc. (PTL) had historical revenues as reflected in their financial statements.” We also note disclosure on page 19 that PTL
has “a long history of service . . . .” Your disclosure appears to imply PTL has or has had operations; however, no
revenue is reflected in the financial statements. Please explain.

ANSWER:
As we have now previously expressed in our response to the SEC Staff comments, the acquisition
of Prime Time Live, Inc. by the Company was effective as of December 31, 2019 and, therefore, all historical operations of the
business by Prime Time Live, Inc. and Prime Time Mobile Video Event Screens, LLC [PTL’s predecessor] would not be included
in the historical financial statements of the Company as of and for the period July 1, 2019 (Inception) through December 31, 2019.
However, and further, we have now disclosed elsewhere in the amendment #1 to the registration statement through the inclusion of
financial statements of PTL and PTMVES for the relative periods as well as pro forma financial statements reflecting the acquisition
of substantially all of the business there was a long history of operations as well as related revenues.

Note
3 – Going Concern and Management’s Plan, page F-10

 17. We note your registered public accounting firm’s report on page F-2
contains an explanatory paragraph that expresses substantial doubt about your ability to continue as a going concern. Please explain
whether management’s evaluation of conditions and events also raised substantial doubt about your ability to continue as
a going concern. If so, revise your disclosure to include a statement that there is substantial doubt about your ability to continue
as a going concern. Please also revise your disclose to provide more details about how you intend to “attract additional
capital” and what “actions are presently being taken” that provide the opportunity for you to continue as a going
concern. We refer you to ASC 205-40-50-13. This comment also applies to the Going Concern note on page F-20.

    6 of 7

ANSWER:
In reference to your comment and ASC 205-40-50-13, we have revised the disclosures in the notes
of the annual and interim financial statements that now reflect a statement by management as to substantial doubt about our ability
to continue as a going concern as well as disclosures to the fact that additional capital has been attained through the sale and
issuance of shares of our common stock during the year 2020. Please see Note 3 on page F-10.

General

 18. We note your disclosures that the "selling shareholders plan to sell
common shares at market prices for so long as [y]our Company is quoted on OTC Pink," and that you "are in the process
of uplisting to OTCQB." However, to conduct an at the market offering that satisfies Item 503(b)(3) of Regulation S-K, there
must be an existing market for your securities, and the OTC Pink does not qualify as an "existing market" for these purposes.
Therefore, it appears that you are ineligible to conduct a secondary at the market offerin

United States securities and exchange commission logo
July 29, 2020
W. Edward Nichols
Chief Executive Officer
Bio Lab Naturals, Inc.
201 Columbine St.
3rd Floor, Suite 11
Denver, CO 80206
Re:Bio Lab Naturals, Inc.
Registration Statement on Form S-1
Filed July 2, 2020
File No. 333-239640
Dear Mr. Nichols:
            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.
Registration Statement on Form S-1 filed July 2, 2020
Implications of Being an Emerging Growth Company, page 2
1.Please update this section to refer to the most recent requirements for an emerging growth
company.  See the Emerging Growth Company guidance, modified July 24, 2019, on the
Small Business, Going Public page of our public website.
Risk Factors Related to Our Business
"Our officers and directors may have conflicts . . .", page 6
2.We note your disclosure that "[yo]ur current officers and directors also currently serve
other companies and as such may present conflicts due to lack of full-time attention to the
Company."  In an appropriate place in your filing, please briefly describe the current

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 July 29, 2020 Page 2
 FirstName LastNameW. Edward Nichols
Bio Lab Naturals, Inc.
July 29, 2020
Page 2
conflicts of interest for each of your current officers and directors.
"We may need to implement additional finance and accounting systems . . .", page 7
3.You disclose that "[w]e may be required to comply with a variety of reporting,
accounting, and other rules and regulations."  Please amend your disclosure to clarify that,
when and if your registration statement becomes effective, you will incur SEC reporting
obligations, and describe related accounting, and other rules and regulations with which
you will be required to comply.
Risk Factors Related to Our Stock
"A limited public market exists for our common stock at this time . . .", page 10
4.In this risk factor disclosure, you refer to the securities registered in this offering as
"digital equities."  However, it appears that you are registering common shares.  For
consistency, please remove the references to digital equities, or tell us why you are
referring to your common shares as digital equities.
Item 11. Information with respect to the Registrant
a. Description of Business
Our Business
Summary, page 19
5.We note your statement that Prime Time Live has a long history of service in the event
services industry, and is in high demand for major events nationwide.  Please clearly
disclose the current operational status of Prime Time Live, including the length of time
that Prime Time Live has been in business, the average number of events that it
participates in annually, including the size of such events, and revenues generated, if any.
Please also disclose whether you have any current rental commitments for upcoming
events, and whether you have generated any revenue to date from either your promotion
offers for sponsors or your fan villages.
6.You disclose that "[h]aving the rare tools to attract attention, boost attendance, collect
valuable data, and offer wifi solutions are some of the key reasons why Prime Time Live,
Inc. is in high demand for major events nationwide."  Where you summarize your
business plan, please disclose how you charge, or intend to charge, fees for data
collection, wifi, and other services you intend to provide to consumers, in addition to
rentals of your large screen LED televisions.
Screens, page 19
7.Please disclose the number of screens you currently own, and provide material
information about such screens, such as the age of the screens and life expectancy. We
also note your disclosure that "Prime Time Live, Inc. only buys their equipment from the
largest manufacturer of LED event screens around the world."  Please tell us whether you
have an agreement with your supplier to provide you with your event screens.  If so,

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 July 29, 2020 Page 3
 FirstName LastNameW. Edward Nichols
Bio Lab Naturals, Inc.
July 29, 2020
Page 3
please provide a brief description of the terms of this agreement, and file the agreement as
an exhibit to your registration statement.  See Item 601(b)(10) of Regulation S-K.
Going Forward, page 20
8.In the bulleted list in this section, you include several statements regarding the planned
business of Prime Time Live moving forward.  Please provide the dates by which you
expect to accomplish these plans.  Further, in your budget for the next 12 months on page
21, please describe how you generated your projected revenue amounts, including the
assumptions underlying such projections.  Please also disclose the source of the $35,000
in revenue for 6/30/2020.  In addition, the budget does not appear to include the capital
commitments related to your business plan moving forward, described on page 20.  Please
amend your capital budget to show your commitments for these plans for the next 12
months, if you expect to accomplish your plans within the next 12 months.
Liquidity and Capital Resource Needs & Plan of Operations, page 21
9.You disclose that "[t]he World Health Organization has declared COVID-19 a pandemic
resulting in federal, state and local governments and private entities mandating various
restrictions, including travel restrictions, restrictions on public gatherings, stay at home
orders and advisories and quarantining of people who may have been exposed to the
virus," and that "we cannot reasonably estimate the duration and severity of this
pandemic, which could have a material adverse impact on our business, results of
operations, financial position and cash flows."  Please amend your disclosure to describe
how the COVID-19 pandemic has impacted your business and the event industry
specifically.  See CF Disclosure Guidance: Topic No. 9A, available on our public
website.  Make conforming changes to your filing, including to your risk factor disclosure.
d. Market Price for Common Equity and Related Stockholder Matters, page 24
10.Please provide the information required by item 201 of Regulation S-K for the interim
period ending March 31, 2020.  See Item 201(a)(1)(iii) of Regulation S-K.
Material Relationships, page 26
11.You disclose that your Class A Preferred Shares have super majority voting rights until an
exchange listing may be achieved.  However, you do not discuss this condition to super
majority voting on page 17 of your filing, where you describe the voting rights of your
Class A Preferred Shares.  Please revise for consistency.  Please also clarify whether you
are seeking to apply for exchange listing at this time.
h. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Milestones, page 27
12.Please include a qualitative discussion of your plan of operations for the next twelve
months and through the point of generating revenues to describe how and when you

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 July 29, 2020 Page 4
 FirstName LastNameW. Edward Nichols
Bio Lab Naturals, Inc.
July 29, 2020
Page 4
expect to reach operational status and revenue generation, and the activities and steps you
plan to take as part of your plan.
k. Directors and Executive Officers
Biographical Information, page 30
13.Where you discuss the other businesses and organizations by which your executive
officers and directors were employed, please disclose the names and principal business of
each of these entities.  For example, disclose the names and principal business of each of
the "several public companies" for which Mr. Nichols has served as a Director and
member of the Executive Staff.  See Item 401(e) of Regulation S-K.
Item 15. Recent Sales of Unregistered Securities, page 43
14.It appears that you have recently filed a Form D related to a Regulation D offering of
equity securities under the exemption contained in Rule 506(b) of the Securities Act.
Please revise this section to include the disclosure required by Item 701 of Regulation S-K
for any sales made under the Regulation D offering or any other sales of unregistered
securities that are not currently disclosed.
e. Financial Statements, page F-1
15.It appears that you succeeded to substantially all of the business of Prime Time Live Inc.
and that your operations before the succession were insignificant relative to the operations
acquired.  It therefore appears that Prime Time Live Inc. is the predecessor, and
predecessor audited financial statements required by Rule 8-04 of Regulation S-X should
be provided.  Please advise.
Note 1- Organization and History, page F-7
16.We refer to your disclosure on page 5 indicating “Prime Time Live, Inc. (PTL) had
historical revenues as reflected in their financial statements.”  We also note disclosure on
page 19 that PTL has “a long history of service . . . .”  Your disclosure appears to imply
PTL has or has had operations; however, no revenue is reflected in the financial
statements.  Please explain.
Note 3 – Going Concern and Management’s Plan, page F-10
17.We note your registered public accounting firm’s report on page F-2 contains an
explanatory paragraph that expresses substantial doubt about your ability to continue as a
going concern.  Please explain whether management’s evaluation of conditions and events
also raised substantial doubt about your ability to continue as a going concern.  If so,
revise your disclosure to include a statement that there is substantial doubt about your
ability to continue as a going concern.  Please also revise your disclose to provide more
details about how you intend to “attract additional capital” and what “actions are presently
being taken” that provide the opportunity for you to continue as a going concern.  We

 FirstName LastNameW. Edward Nichols
 Comapany NameBio Lab Naturals, Inc.
 July 29, 2020 Page 5
 FirstName LastName
W. Edward Nichols
Bio Lab Naturals, Inc.
July 29, 2020
Page 5
refer you to ASC 205-40-50-13.  This comment also applies to the Going Concern note on
page F-20.
General
18.We note your disclosures that the "selling shareholders plan to sell common shares at
market prices for so long as [y]our Company is quoted on OTC Pink," and that you "are in
the process of uplisting to OTCQB."  However, to conduct an at the market offering that
satisfies Item 503(b)(3) of Regulation S-K, there must be an existing market for your
securities, and the OTC Pink does not qualify as an "existing market" for these purposes.
Therefore, it appears that you are ineligible to conduct a secondary at the market offering
at this time, but may be eligible to do so if and when you are listed on the OTCQB.  As
such, please amend your filing to fix a price for this offering.  You may also amend your
disclosure to state that the selling shareholders will sell at this fixed price until your shares
are quoted in the OTCQB marketplace, and thereafter at prevailing market prices or
privately negotiated prices.  Make conforming changes to your filing, including to
"Determination of Offering Price" on page 13 and "Plan of Distribution" on page 16.
19.Please file an amended legal opinion in which your counsel opines on the legality of all of
the shares being registered in this offering.  In this regard, the legal opinion provided by
counsel relates to 6,960,999 shares held by existing shareholders, while you are
registering 9,690,999 shares in this offering.
            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 Scott Stringer at (202) 551-3272 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael A. Littman