SecProbe.io

CORRESP
 1
 filename1.htm

 METAVESCO,
INC.

 410
Peachtree Pkwy, Suite 4245

 Cumming,
Georgia 30041

 July
18, 2024

 VIA
EDGAR

 Lulu
Cheng

 Office
of Crypto Assets

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Metavesco,
 Inc.

 Offering
 Statement on Form 1-A (the "Offering Statement")

 File
 No. 024-12608

 Dear
Ms. Cheng:

 On
behalf of the Company, I respectfully request that the qualification date of the Offering Statement be accelerated and that the Offering
Statement be declared qualified Tuesday, July 22, 2025, at 3:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

 In
making this request, the Company represents that the Offering Statement will be approved in the State of Colorado, upon qualification
by the Securities and Exchange Commission (the "Commission"), and acknowledges the following:

 -
 should
 the Commission or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission
 from taking any action with respect to the filing;

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

 -
 the
 Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person
 under the federal securities law of the United States.

 Very
truly yours,

 /s/
Ryan Schadel

 Ryan
Schadel

 Chief
Executive Officer

 Metavesco,
Inc.

CORRESP
 1
 filename1.htm

 NEWLAN
LAW FIRM, PLLC

 2201
Long Prairie Road, Suite 107-762

 Flower
Mound, Texas 75022

 July
2, 2025

 Lulu
Cheng

 Office
of Crypto Assets

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Metavesco,
 Inc.

 Amendment
 No. 1 to

 Offering
 Statement on Form 1-A

 Filed
 June 10, 2025

 File
 No. 024-12608

 Dear
Ms. Cheng:

 This
is in response to the letter of comment of the Staff dated June 27, 2025, relating to the captioned Amendment No. 1 to the Offering Statement
on Form 1-A of Metavesco, Inc. (the "Company"). Each of the Staff's comments is addressed below, seriatim :

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

 General

 Comment
No. 1 : We note your response to prior comment 1, your revised disclosure and your disclosure on the cover page that "[r]eferences
herein to the ‘Offered Shares' include the Selling Shareholder Offered Shares, unless the context requires otherwise. (See
‘Use of Proceeds,' ‘Plan of Distribution' and ‘Selling Shareholders')." Please consider whether
the context of each use of "Offered Shares" is sufficiently clear or whether further revision would be appropriate.

 Please
be advised that the disclosure has been revised throughout to clarify "Offered Shares" as being either "Company Offered
Shares" or "Selling Shareholder Offered Shares."

 Comment
No. 2 : We note your response to prior comment 2, your revised disclosure and continued use of the midpoint of your price range in
certain portions of your offering statement, and we reissue. Please revise Part II of your offering statement to consistently use the
upper end of your price range. Please further note that there is a discrepancy on your cover page with respect to the upper end of your
price range, and revise as appropriate. Finally, please ensure that the midpoint used in your Part 1, Item 4 disclosure is accurate.

 Please
be advised that the upper price from the price range has been applied throughout the disclosure. With respect to Part I, Item 4, please
be advised that the value of 0.0008 has been included, inasmuch as the EDGAR filer has advised that the system does not allow for a fifth
decimal place. The Company determined to round up from the $.0075 midpoint price.

 Comment
No. 3 : We note your Part I, Item 4 disclosure only includes the Company Offered Shares in the "number of securities offered."
Please revise to include the total number of shares being qualified under your offering statement.

 Please
be advised that Part I, Item 4 has been revised, in response to such comment.

 Comment
No. 4 : We note your response to prior comment 4 and revised disclosure. Please further revise the table on the cover page to include
the amount of interest being qualified when referencing the principal amount of the Subject Convertible Notes being qualified. Additionally,
please consider whether you should clarify throughout your offering statement.

 Please
be advised that, throughout the document, the disclosure has been revised to include references to the amount of interest that could
be paid by the Company through the issuance of Conversion Shares.

 Comment
No. 5 : We note your response to prior comment 7 and revised disclosure, and we reissue in part. Please add Puerto Rico to your Item
5, Part I disclosure or delete the same from page 21 of your offering statement.

 Please
be advised that Item 5, Part I has been updated to include Puerto Rico.

 Comment
No. 6 : We note your response to prior comment 8 and revised disclosure. Please note that Rule 506(b) is not listed as an exemption
relied upon for the disclosed issuances of unregistered securities. Please reconcile this discrepancy. We further note the common stock
issuances disclosed on page F-31. Please confirm that such issuances are included in your Part I disclosure, or revise as appropriate.
Similarly, please ensure that all sales of unregistered securities listed in your Part I disclosure are disclosed in your offering statement,
as applicable.

 Please
be advised that the disclosure has been revised, in response to such comment. Please be further advised that, in the same vein as
indicated in the Company's response to Comment No. 2, the presentation of the response to this comment is also affected by the
EDGAR filer's advice that the system does not allow for a line item "(d)" following each of the seven line items "(c)."
Due to this system-based limitation, the Company has listed the relied-upon exemption in the single line item "(d)."

 Comment
No. 7 : We note your response to prior comment 10 and revised disclosure, and we reissue. We note your disclosure on the cover page
and elsewhere that the Subject Convertible Notes will convert "at the election of their respective holders." Please revise
to ensure that your offering statement is consistent throughout and that any discrepancies in your disclosures are reconciled.

 Please
be advised that the Subject Convertible Note issued in favor of NLF Support Services, LLC has been amended to remove the "automatic
conversion" feature. The disclosure has been revised accordingly throughout the document.

 Plan
of Distribution

 Procedures
for Subscribing, page 21

 Comment
No. 8 : We note your response to prior comment 11 and reissue in part. Specifically, we note your disclosure that in connection with
determining whether to accept or reject a subscription you intend to consider, among other things, your "then-current need for
a cash investment" and "the state of the securities markets, in general, and the market for [your] common stock, in particular."
Please confirm your understanding that Rule 251(d)(3)(i)(F) is limited to offerings that commence within two calendar days after qualification
and are made on a continuous basis during the offering period. Relatedly, please also confirm your understanding that in a continuous
offering, an issuer must be ready and willing to sell the aggregate amount of securities qualified at all times.

 Please
be advised that the subject disclosure has been revised, in response to such comment. Additionally, please be advised that the Company
understands that Rule 251(d)(3)(i)(F) is limited to offerings that commence within two calendar days after qualification and are made
on a continuous basis during the offering period. Further, please be advised that the Company understands that, in a continuous offering,
an issuer must be ready and willing to sell the aggregate amount of securities qualified at all times and that the Company intends to
administer the offering in compliance with such strictures.

 Notes
to Unaudited Financial Statements

 Note
2 - Significant Accounting Policies

 Principles
of Consolidation, page F-6

 Comment
No. 9 : Please reconcile your description of Epic Labor, Inc. here as a Wyoming corporation with your descriptions elsewhere of Epic
Labor, Inc. as a Georgia corporation.

 Please
be advised that the disclosure relating to the two Epic Labor, Inc. corporations has been revised, to state that the Wyoming corporation
wholly-owned by the Company purchased assets from the Georgia corporation not owned by the Company.

 Further to recent discussions
between the Staff and the undersigned, the Company confirms that it understands each of the provisions of Rule 253(b), including the
notes to such paragraph.

 We
believe that this filing is now in order for qualification.

 Please
feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment.

 Thank
you for your attention in this matter.

 Sincerely,

 NEWLAN LAW FIRM, PLLC

 By:
 /s/
 Eric Newlan

 Eric
 Newlan

 Managing
 Member

 cc:
Metavesco, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

Ryan Schadel
Chief Executive Officer
Metavesco, Inc.
410 Peachtree Pkwy, Suite 4245
Cumming, GA 30041

 Re: Metavesco, Inc.
 Amendment No. 1 to
 Offering Statement on Form 1-A
 Filed June 10, 2025
 File No. 024-12608
Dear Ryan Schadel:

 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 16, 2025
letter.

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

1. We note your response to prior comment 1, your revised disclosure and
your
 disclosure on the cover page that "[r]eferences herein to the 'Offered
Shares' include
 the Selling Shareholder Offered Shares, unless the context requires
otherwise. (See
 'Use of Proceeds,' 'Plan of Distribution' and 'Selling Shareholders')."
Please consider
 whether the context of each use of "Offered Shares" is sufficiently
clear or whether
 further revision would be appropriate.
2. We note your response to prior comment 2, your revised disclosure and
continued use
 of the midpoint of your price range in certain portions of your offering
statement, and
 we reissue. Please revise Part II of your offering statement to
consistently use the
 June 27, 2025
Page 2

 upper end of your price range. Please further note that there is a
discrepancy on your
 cover page with respect to the upper end of your price range, and revise
as
 appropriate. Finally, please ensure that the midpoint used in your Part
1, Item 4
 disclosure is accurate.
3. We note your Part I, Item 4 disclosure only includes the Company Offered
Shares in
 the number of securities offered. Please revise to include the
total number of shares
 being qualified under your offering statement.
4. We note your response to prior comment 4 and revised disclosure. Please
further
 revise the table on the cover page to include the amount of interest
being qualified
 when referencing the principal amount of the Subject Convertible Notes
being
 qualified. Additionally, please consider whether you should clarify
throughout your
 offering statement.
5. We note your response to prior comment 7 and revised disclosure, and we
reissue in
 part. Please add Puerto Rico to your Item 5, Part I disclosure or delete
the same from
 page 21 of your offering statement.
6. We note your response to prior comment 8 and revised disclosure. Please
note that
 Rule 506(b) is not listed as an exemption relied upon for the disclosed
issuances of
 unregistered securities. Please reconcile this discrepancy. We further
note the
 common stock issuances disclosed on page F-31. Please confirm that such
issuances
 are included in your Part I disclosure, or revise as appropriate.
Similarly, please
 ensure that all sales of unregistered securities listed in your Part I
disclosure are
 disclosed in your offering statement, as applicable.
7. We note your response to prior comment 10 and revised disclosure, and we
reissue.
 We note your disclosure on the cover page and elsewhere that the Subject
Convertible
 Notes will convert "at the election of their respective holders." Please
revise to ensure
 that your offering statement is consistent throughout and that any
discrepancies in
 your disclosures are reconciled.

Plan of Distribution
Procedures for Subscribing, page 21

8. We note your response to prior comment 11 and reissue in part.
Specifically, we note
 your disclosure that in connection with determining whether to accept or
reject a
 subscription you intend to consider, among other things, your
then-current need for a
 cash investment and the state of the securities markets, in
general, and the market
 for [your] common stock, in particular. Please confirm your
understanding that Rule
 251(d)(3)(i)(F) is limited to offerings that commence within two
calendar days after
 qualification and are made on a continuous basis during the offering
period. Relatedly,
 please also confirm your understanding that in a continuous offering, an
issuer must
 be ready and willing to sell the aggregate amount of securities
qualified at all times.
 June 27, 2025
Page 3
Notes to Unaudited Financial Statements
Note 2 - Significant Accounting Policies
Principles of Consolidation, page F-6

9. Please reconcile your description of Epic Labor, Inc. here as a Wyoming
 corporation with your descriptions elsewhere of Epic Labor, Inc. as a
Georgia
 corporation.

 Please contact Lulu Cheng at 202-551-3811 or David Lin at 202-551-3552
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Eric Newlan
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 NEWLAN LAW FIRM, PLLC

 2201
Long Prairie Road, Suite 107-762

 Flower
Mound, Texas 75022

 June
9, 2025

 Lulu
Cheng

 Office
of Crypto Assets

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Metavesco, Inc.

 Offering Statement on Form 1-A

 Filed April 30, 2025

 File No. 024-12608

 Dear
Ms. Cheng:

 This
is in response to the letter of comment of the Staff dated May 16, 2025, relating to the captioned Offering Statement on Form 1-A of
Metavesco, Inc. (the "Company"). Each of the Staff's comments is addressed below, seriatim :

 Offering
Statement on Form 1-A

 General

 Comment
No. 1 : Regulation A is not available for the conversion of the Subject Convertible Notes into "Offered Shares." Please
revise throughout the offering statement to clarify that the Subject Convertible Notes will convert into common stock and that you are
qualifying the Selling Shareholders reselling shares of common stock; alternatively, explain why no revision is necessary.

 Please
be advised that the disclosure relating to the Subject Convertible Notes has been revised throughout the document, in accordance with
the recent discussions between the Staff and the undersigned.

 Comment
No. 2 : Regulation A requires that you use the upper end of your price range to disclose the aggregate offering amount of this offering.
Refer to Rule 253(b)(2) of Regulation A (but note that the midpoint is used in Part I, Item 4 of Form 1-A). Please revise throughout
your offering statement to ensure that you are consistent with your disclosure of the maximum offering amount.

 Please
be advised that the upper price from the price range has been applied throughout the disclosure. In addition, on the Cover Page, the
table has been revised to include an additional line that discloses the total maximum amounts.

 Comment
No. 3 : Please revise throughout the offering statement, including the cover page, to fix the volume of securities pursuant to Rule
253(b)(4). If more than one subparagraph of Rule 251(d)(3)(i) is being used to qualify securities, please revise your cover page to clearly
identify each subparagraph and the amounts being qualified pursuant to such subparagraph. Please also remove the statement on page 20
that "To the extent the Subject Convertible Notes are not converted into Conversion Shares, all unissued Conversion Shares would
be available for sale by us hereunder."

 Please
be advised that the volume of securities has been fixed throughout the disclosure. Additionally, in the table on the Cover Page, the
specific subparagraph of Rule 251(d)(3)(i) has been inserted. Further, the referenced statement on page 20 has been removed.

 Comment
No. 4 : We note that you may be qualifying the principal amount of Subject Convertible Notes convertible into common stock for resale,
but have not sought to qualify the interest on the Subject Convertible Notes convertible into common stock for resale. Please revise
or explain why no revision is necessary. Refer to Note to Rule 251(a) and Rule 253(b)(4) of Regulation A.

 Please
be advised that the disclosure has been revised, such that this comment has been satisfied.

 Comment
No. 5 : Assuming you are qualifying the shares for resale, please provide your analysis regarding whether the offering should be characterized
as an indirect primary offering by or on behalf of the issuer with the Selling Shareholders identified as underwriters. In addition,
clarify whether and how the Company and Ryan Schadel will determine, and investors will know, if shares are being acquired from the Company
or the Selling Shareholders, and provide your analysis as to why this transaction is not an indirect primary offering. If the Selling
Shareholders are engaged in an indirect primary offering, then they would be statutory underwriters under Section 2(a)(11) of the Securities
Act of 1933, as amended, and must therefore be identified in the offering statement as an underwriter. For guidance, please refer to
Securities Act Rules Compliance and Disclosure Interpretation 612.09.

 Please
be advised that, in accordance with the recent discussions between the Staff and the undersigned, this disclosure under "Selling
Shareholders" has been revised to address such comment.

 Comment
No. 6 : We note the minimum purchase requirement solely applies to the Company Offered Shares. Please provide your analysis as to
whether such condition impermissibly delays the offering of the Company Offered Shares. Refer to Rule 251(d)(3)(i)(F) of Regulation A.

 Please
be advised that the disclosure has been revised, in response to such comment.

 Comment
No. 7 : In Item 5 of Part I, you disclose that you are offering the securities in 50 states as well as the District of Columbia and
Puerto Rico. On page 21 of Part II, you disclose that you plan to sell the Offered Shares in Colorado, Connecticut, Delaware, Georgia,
and New York. Please revise to correct the discrepancy.

 Please
be advised that Item 5 of Part I has been revised, in response to such comment.

 Comment
No. 8 : The Company appears to have issued or sold unregistered securities within the past year, including the Subject Convertible
Notes, the sale of common stock to Meliori Incorporated, Ryan Schadel, and others, and a Rule 506(b) offering as disclosed on a Form
D filed on September 12, 2024. Please revise Item 6 of Part I to disclose the foregoing.

 Please
be advised that Item 6 of Part I ahs been revised, in response to such comment.

 General

 Comment
No. 9 : We note your cover page disclosure that "We estimate that this offering will commence within two days of the SEC's
qualification of the Offering Statement…" Your disclosure appears inconsistent with the requirement of Rule 251(d)(3)(i)(F)
that a continuous offering be commenced within two calendar days after the qualification date. Please revise or explain why no revision
is necessary.

 Please
be advised that the Cover Page has been revised, in response to such comment.

 Use
of Proceeds, page 19

 Comment
No. 10 : You disclose on page 20 that the convertible note issued to NLF Support Services, LLC is convertible at the holder's
election. This appears to contradict Section 2(a)(i) of the Convertible Promissory Note dated March 18, 2025, which provides for automatic
conversion fifteen business days after qualification of a Regulation A offering of common stock. Please correct the discrepancy.

 The
relevant disclosure has been revised, in response to such comment.

 Plan
of Distribution

 Procedures
for Subscribing, page 21

 Comment
No. 11 : We note your disclosure here that the Company has not set a maximum period of time to decide whether to accept or reject
a subscription or when closings will occur. We also note that the Company reserves the right to terminate the offering at any time and
may reject subscriptions "in whole or in part, for any reason or no reason." Please revise your disclosure to disclose the
details of your process for accepting or rejecting subscriptions and the mechanics of settlement, including how soon after receipt of
a subscription you will accept or reject such subscription, what factors will go into deciding whether to accept or reject a subscription,
what factors will go into deciding when to settle subscriptions, how you will inform investors of the settlement cycle, and how soon
after you make final determination to accept or reject a subscription will that settlement occur. As it appears that you have an undetermined
time to process subscription requests and can reject a subscription for any reason, an undetermined time to have closings, and may terminate
the offering at any time, please provide your analysis as to whether your offering should be considered to be an impermissible delayed
offering and not a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A.

 Please
be advised the subject disclosure has been revised.

 Advertising,
Sales and Other Promotional Materials, page 22

 Comment
No. 12 : We note that you intend to use additional advertising, sales and other promotional materials in connection with this offering
and that such materials "are not to be considered part of this Offering Circular." Please clarify if these materials are
the types of communications contemplated by Rule 255 and revise to clarify that such information will be filed with the Offering Circular
pursuant to Part III, Item 17(13), or explain why no revision is necessary.

 Please
be advised that the subject section has been revised.

 We
believe that this filing is now in order for qualification.

 Please
feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment.

 Thank
you for your attention in this matter.

 Sincerely,

 NEWLAN LAW FIRM, PLLC

 By:
 /s/ Eric Newlan

 Eric Newlan

 Managing Member

 cc:
New Generation Consumer Group, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Ryan Schadel
Chief Executive Officer
Metavesco, Inc.
410 Peachtree Pkwy, Suite 4245
Cumming, GA 30041

 Re: Metavesco, Inc.
 Offering Statement on Form 1-A
 Filed April 30, 2025
 File No. 024-12608
Dear Ryan Schadel:

 We have reviewed your 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.

Offering Statement on Form 1-A
General

1. Regulation A is not available for the conversion of the Subject
Convertible Notes into
 Offered Shares. Please revise throughout the offering statement to
clarify that the
 Subject Convertible Notes will convert into common stock and that you
are qualifying
 the Selling Shareholders reselling shares of common stock;
alternatively, explain why
 no revision is necessary.
2. Regulation A requires that you use the upper end of your price range to
disclose the
 aggregate offering amount of this offering. Refer to Rule 253(b)(2) of
Regulation A
 (but note that the midpoint is used in Part I, Item 4 of Form 1-A).
Please revise
 throughout your offering statement to ensure that you are consistent
with your
 disclosure of the maximum offering amount.
3. Please revise throughout the offering statement, including the cover
page, to fix the
 volume of securities pursuant to Rule 253(b)(4). If more than one
subparagraph of
 Rule 251(d)(3)(i) is being used to qualify securities, please revise
your cover page to
 clearly identify each subparagraph and the amounts being qualified
pursuant to such
 May 16, 2025
Page 2

 subparagraph. Please also remove the statement on page 20 that To the
extent the
 Subject Convertible Notes are not converted into Conversion Shares, all
unissued
 Conversion Shares would be available for sale by us hereunder.
4. We note that you may be qualifying the principal amount of Subject
Convertible
 Notes convertible into common stock for resale, but have not sought to
qualify the
 interest on the Subject Convertible Notes convertible into common stock
for resale.
 Please revise or explain why no revision is necessary. Refer to Note to
Rule 251(a)
 and Rule 253(b)(4) of Regulation A.
5. Assuming you are qualifying the shares for resale, please provide your
analysis
 regarding whether the offering should be characterized as an indirect
primary offering
 by or on behalf of the issuer with the Selling Shareholders identified as
underwriters.
 In addition, clarify whether and how the Company and Ryan Schadel will
determine,
 and investors will know, if shares are being acquired from the Company or
the Selling
 Shareholders, and provide your analysis as to why this transaction is not
an indirect
 primary offering. If the Selling Shareholders are engaged in an indirect
primary
 offering, then they would be statutory underwriters under Section
2(a)(11) of the
 Securities Act of 1933, as amended, and must therefore be identified in
the offering
 statement as an underwriter. For guidance, please refer to Securities Act
Rules
 Compliance and Disclosure Interpretation 612.09.
6. We note the minimum purchase requirement solely applies to the Company
Offered
 Shares. Please provide your analysis as to whether such condition
impermissibly
 delays the offering of the Company Offered Shares. Refer to Rule
251(d)(3)(i)(F) of
 Regulation A.
7. In Item 5 of Part I, you disclose that you are offering the securities in
50 states as well
 as the District of Columbia and Puerto Rico. On page 21 of Part II, you
disclose that
 you plan to sell the Offered Shares in Colorado, Connecticut, Delaware,
Georgia, and
 New York. Please revise to correct the discrepancy.
8. The Company appears to have issued or sold unregistered securities within
the past
 year, including the Subject Convertible Notes, the sale of common stock
to Meliori
 Incorporated, Ryan Schadel, and others, and a Rule 506(b) offering as
disclosed on a
 Form D filed on September 12, 2024. Please revise Item 6 of Part I to
disclose the
 foregoing.
Cover page

9. We note your cover page disclosure that We estimate that this offering
will
 commence within two days of the SEC s qualification of the Offering
Statement
 Your disclosure appears inconsistent with the requirement of Rule
251(d)(3)(i)(F) that
 a continuous offering be commenced within two calendar days after the
qualification
 date. Please revise or explain why no revision is necessary.
Use of Proceeds, page 19

10. You disclose on page 20 that the convertible note issued to NLF Support
Services,
 LLC is convertible at the holder s election. This appears to contradict
Section 2(a)(i)
 of the Convertible Promissory Note dated March 18, 2025, which provides
for
 May 16, 2025
Page 3

 automatic conversion fifteen business days after qualification of a
Regulation A
 offering of common stock. Please correct the discrepancy.
Plan of Distribution
Procedures for Subscribing, page 21

11. We note your disclosure here that the Company has not set a maximum
period of time
 to decide whether to accept or reject a subscription or when closings
will occur. We
 also note that the Company reserves the right to terminate the offering
at any time and
 may reject subscriptions in whole or in part, for any reason or no
reason. Please
 revise your disclosure to disclose the details of your process for
accepting or rejecting
 subscriptions and the mechanics of settlement, including how soon after
receipt of a
 subscription you will accept or reject such subscription, what factors
will go into
 deciding whether to accept or reject a subscription, what factors will
go into deciding
 when to settle subscriptions, how you will inform investors of the
settlement cycle,
 and how soon after you make final determination to accept or reject a
subscription
 will that settlement occur. As it appears that you have an undetermined
time to
 process subscription requests and can reject a subscription for any
reason, an
 undetermined time to have closings, and may terminate the offering at
any time,
 please provide your analysis as to whether your offering should be
considered to be an
 impermissible delayed offering and not a continuous offering within the
meaning of
 Rule 251(d)(3)(i)(F) of Regulation A.
Advertising, Sales and Other Promotional Materials, page 22

12. We note that you intend to use additional advertising, sales and other
promotional
 materials in connection with this offering and that such materials
are not to be
 considered part of this Offering Circular. Please clarify if these
materials are the
 types of communications contemplated by Rule 255 and revise to clarify
that such
 information will be filed with the Offering Circular pursuant to Part
III, Item 17(13),
 or explain why no revision is necessary.
 We will consider qualifying your offering statement at your request.
In connection
with your request, please confirm in writing that at least one state has
advised you that it is
prepared to qualify or register your offering. If a participant in your
offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us
that it has no
objections to the compensation arrangements prior to qualification.
 May 16, 2025
Page 4

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Lulu Cheng at 202-551-3811 or David Lin at 202-551-3552
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Eric Newlan
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 March 2, 2006

 By Edgar filing

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Christian T. Sandoe, Senior Counsel

Re:
Waterside Capital Corporation

Registration Statement on Form N-5

File Nos. 333-130290 and 811-08387

 Dear Mr. Sandoe:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned requests acceleration of the effective date of the
above-captioned Registration Statement to 5:00 p.m., Eastern Daylight Time, on March 3, 2006 or as soon thereafter as practicable.

Sincerely,

 WATERSIDE CAPITAL CORPORATION

By:

 /s/ Gerald T. McDonald

 Gerald T. McDonald

 Secretary and Chief Financial
Officer

CORRESP
1
filename1.htm

Letter to the SEC

 Jeffrey A.D. Cohen

757 /624-3352

 jacohen@kaufcan.com

 757/624-3000

 fax: 757/624-3169

 Mailing Address:

 P.O. Box 3037

 Norfolk, VA 23514

 150 West Main Street

 Suite 2100

 Norfolk, VA 23510

 November 5, 2004

 VIA EDGAR

 United States Securities & Exchange Commission

 450 5th Street, N.W.

 Washington, DC 20549

 Attn: John Ganley

Re:
Waterside Capital Corporation (“Waterside”)

 Preliminary Proxy Statement Filed August 30, 2004 (the “Proxy Statement”)

 Dear Mr. Ganley:

 Thank you
for promptly providing your comments to Waterside’s Proxy Statement via telephone on September 8, 2004. On behalf of Waterside, the following responds to each of your comments. For your convenience, we have included your telephone comments
below and indicated Waterside’s responses in boldface type.

 Voting Shares and Vote Required

 1. You requested that Waterside revise the Proxy Statement to indicate that abstentions, broker non-votes and withheld votes will have no effect on the voting with respect to the election of directors or the ratification of the appointment
of Waterside’s independent auditor.

 The Proxy
Statement has been revised as requested.

 Proposal 1. Election of Directors

 2. You
requested that Waterside revise the Proxy Statement to indicate in the narrative text which directors of Waterside are “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.

 The Proxy Statement has been revised as requested.

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 |  Hampton

 |  Newport News

|  Richmond

|  Virginia Beach

|  Williamsburg

 www.kaufmanandcanoles.com

 November 5, 2004

 Page 2

 Director Nominees

 3. You requested that Waterside revise the Proxy Statement to present
certain information concerning director nominees in a tabular format consistent with Item 22(b)(1) of Schedule 14A (“Schedule 14A”) contained in Rule 14a-101 promulgated under the Securities Exchange Act of 1934.

 The Proxy Statement has been revised to include the applicable columns set
forth in Item 22(b)(1).

 Security
Ownership of Management and Certain Beneficial Owners

 4.
You requested that Waterside revise the Proxy Statement to present certain information regarding the beneficial ownership of common stock by its officers and directors in a tabular format consistent with Item 22(b)(5) of Schedule 14A.

 The Proxy Statement has been revised to include the applicable columns set
forth in Item 22(b)(5).

 Executive and
Director Compensation

 5. You requested that Waterside
revise the Proxy Statement to reformat the tabular information presented in the summary compensation table consistent with Item 22(b)(13) of Schedule 14A. Additionally, you requested that Waterside include in the Proxy Statement tabular information
with respect to director compensation.

 The Proxy Statement
has been revised to include the applicable columns set forth in Item 22(b)(13).

 Proposal 2: Amendment to Articles of Incorporation

 6. You requested that Waterside set forth in the Proxy Statement the specific language that would be deleted pursuant to the
amendment to Waterside’s article of incorporation discussed in Proposal 2, if adopted.

 The Proxy Statement has been revised as requested.

 Again, thank you for your prompt review of Waterside’s Proxy Statement. Pursuant to your instructions, Waterside is filing its definitive Proxy Statement (and distributing the definitive Proxy Statement to its
shareholders) contemporaneously with providing this response to your comments.

 November 5, 2004

 Page 3

 Please feel free to contact me if you have any additional
questions or comments with respect to this filing.

 Sincerely,

 /s/ Jeffrey A. D. Cohen

 Jeffrey A. D. Cohen

cc:
Gerald T. McDonald (via email)