SecProbe.io

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<TEXT>
 May 5, 2025

Brian Conway
Principal Executive Officer
OZOP ENERGY SOLUTIONS, INC.
55 Ronald Reagan Blvd.
Warwick , NY 10990

 Re: OZOP ENERGY SOLUTIONS, INC.
 Registration Statement on Form S-1
 Filed on May 1, 2025
 File No. 333-286898
Dear Brian Conway:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
5, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Attn:
Bradley Ecker

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Ozop
 Energy Solutions, Inc.

 Registration
 Statement on Form S-1

 Filed
 May 1, 2025

 File
 No. 333-286898

 Ladies
and Gentlemen:

 The
undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement on Form S-1 to become effective on May 7, 2025 at 5:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable.

 Very
truly yours,

 Ozop
 Energy Solutions, Inc.

 /s/
 Brian Conway

 Brian
 Conway

 Chief
 Executive Officer

CORRESP
1
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July
26, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Bradley Ecker

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Ozop
    Energy Solutions, Inc.

    Registration
    Statement on Form S-1

    Filed
    July 22, 2024

    File
    No. 333-280938

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on July 30, 2024 at 3:00
p.m. Eastern Standard Time, or as soon thereafter as practicable.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

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

Very
truly yours,

    Ozop
    Energy Solutions, Inc.

    /s/
    Brian Conway

    Brian
    Conway

    Chief
    Executive Officer

July 24, 2024
Brian Conway
Chief Executive Officer
OZOP ENERGY SOLUTIONS, INC.
55 Ronald Reagan Blvd
Warwick , NY 10990
Re:OZOP ENERGY SOLUTIONS, INC.
Registration Statement on Form S-1
Filed on July 22, 2024
File No. 333-280938
Dear Brian Conway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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January
24, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Erin Donahue

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Ozop Energy Solutions,
    Inc.

    Registration
    Statement on Form S-1/A

    Filed
    January 23, 2024

    File No. 333-276497

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1/A to become effective on January 26, 2024 at
5:30 p.m. Eastern Standard Time, or as soon thereafter as practicable.

In
connection with this request, the Registrant acknowledges that:

    ●
    should the
    Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
    it does not foreclose the Commission from taking any action with respect to the filing;

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

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

Very
truly yours,

  Ozop
Energy Solutions, Inc.

  /s/ Brian Conway

  Brian
Conway

  Chief
Executive Officer

CORRESP
1
filename1.htm

January
24, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Erin Donahue

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Ozop Energy Solutions,
    Inc.

    Registration Statement
    on Form S-1

    Filed January 12, 2024

    File No. 333-276497

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 26, 2024 at 5:30
p.m. Eastern Standard Time, or as soon thereafter as practicable.

In
connection with this request, the Registrant acknowledges that:

    ●
    should the
    Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
    it does not foreclose the Commission from taking any action with respect to the filing;

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

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

Very
truly yours,

  Ozop
Energy Solutions, Inc.

  /s/ Brian Conway

  Brian
Conway

  Chief
Executive Officer

United States securities and exchange commission logo
January 18, 2024
Brian Conway
Chief Executive Officer
OZOP ENERGY SOLUTIONS, INC.
55 Ronald Reagan Blvd.
Warwick, NY 10990
Re:OZOP ENERGY SOLUTIONS, INC.
Registration Statement on Form S-1
Filed January 12, 2024
File No. 333-276497
Dear Brian Conway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 17, 2023
Brian Conway
Chief Executive Officer
OZOP ENERGY SOLUTIONS, INC.
55 Ronald Reagan Blvd.
Warwick, NY 10990
Re:OZOP ENERGY SOLUTIONS, INC.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273184
Dear Brian Conway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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July
17, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Eranga Dias

100
F Street, N.E.

Washington,
DC 20549

  Re:
  Ozop Energy Solutions, Inc.

Registration
Statement on Form S-1

Filed
July 7, 2023

File
No. 333-273184

Ladies
and Gentlemen:

The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on July 19, 2023 at 5:30
p.m. Eastern Daylight Time, or as soon thereafter as practicable.

In
connection with this request, the Registrant acknowledges that:

● should
                                            the Commission or the staff of the Commission (the “Staff”), acting pursuant
                                            to delegated authority, declare the filing effective, it does not foreclose the Commission
                                            from taking any action with respect to the filing;

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

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

Very
truly yours,

Ozop
Energy Solutions, Inc.

    /s/
    Brian Conway

    Brian
    Conway

    Chief
    Executive Officer

CORRESP
1
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October
12, 2021

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Erin Donahue

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Ozop
    Energy Solutions, Inc.

    Registration
    Statement on Form S-3

    Filed
    October 1, 2021

    File
    No. 333-259984

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Ozop Energy Solutions, Inc. (the “Company”) hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective on
October 14, 2021 at 4:30 p.m. Eastern Daylight Time, or as soon thereafter as practicable.

Very
truly yours,

Ozop
Energy Solutions, Inc.

    /s/
    Brian Conway

    Brian
    Conway

    Chief
    Executive Officer

United States securities and exchange commission logo
October 8, 2021
Brian P. Conway
Chief Executive Officer
OZOP ENERGY SOLUTIONS, INC.
26 N Main Street
Florida, NY 10921
Re:OZOP ENERGY SOLUTIONS, INC.
Form S-3
Filed October 1, 2021
File No. 333-259984
Dear Mr. Conway:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 29, 2020
Brian P. Conway
Chief Executive Officer
Ozop Energy Solutions, Inc.
7 Katelyn Ct
Warwick, NY 10990
Re:Ozop Energy Solutions, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed May 14, 2020
File No. 000-55976
Dear Mr. Conway:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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December
17, 2020

VIA
EDGAR

Division
of Corporate Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Ozop Energy Solutions, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2019

    Filed May 14, 2020

    Form 10-Q for Quarterly Period Ended September 30, 2020

    Filed November 23, 2020

    File No. 000-55976

Dear
Sir or Madam:

Ozop
Energy Solutions, Inc. (the “Company”) is providing the following responses to the comments contained in the letter
to the Company dated December 15, 2020 from the staff of the Division of Corporation Finance of the U.S. Securities and Exchange
Commission (the “Staff”) regarding the above referenced filings. For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in italics, followed by the corresponding responses from the Company.

Form
10-Q for Quarterly Period Ended September 30, 2020

Note
3 - Summary of Significant Accounting Pronouncements

Goodwill,
page 10

 1. We
                                         note goodwill of $11.4 million recorded on your balance sheet at September 30, 2020,
                                         which included $11.2 million resulting from your July 10, 2020 reverse acquisition transaction
                                         with PCTI as disclosed on page 6 of Note 1. Please tell us how you determined that this
                                         wasn’t a reverse acquisition of a public shell and a private operating company.
                                         If you didn’t consider the Company a shell company please describe the assets and/or
                                         operations of the entity.

RESPONSE:
Prior to the merger disclosed in the filing, we did not consider Ozop Surgical Corp. to be a shell company. Per the filing
for the reporting period ended June 30, 2020 (the last filing before the July 10, 2020 reverse acquisition transaction with PCTI),
the assets of the Company included cash $304,676, net fixed assets $10,910 and net license rights $151,041. These assets were
in support of the Company’s business operations. These assets were utilized in our business operations and revenues generated
of inventing, designing, developing, manufacturing and distributing innovative endoscopic instruments, surgical implants, instrumentation,
devices and related technologies, focused on spine, neurological and pain management procedures and specialties. It was determined
that PCTI was the accounting acquirer in accordance with ASC 805.

Form
8-K/A filed September 25, 2020

Item
9.01 - Financial Statements and Exhibits, page 0

2.
We note the reverse acquisition transaction resulted in a change of accountant. As required by Item 304 of Regulation S-K, please
file Item 4.01 in Form 8-K to report this event.

RESPONSE:
Prager-Metis CPA’s LLC was the Registrant’s registered independent public accounting firm prior to and after the
PCTI transaction, accordingly, the Registrant’s independent accounting firm did not change as a result of the PCTI transaction.

If
the Staff has any further comments regarding these matters, please feel free to contact the undersigned.

    By:
    /s/
    Brian P. Conway

    Brian
    P. Conway

    Chief
    Executive Officer

United States securities and exchange commission logo
December 15, 2020
Brian P. Conway
Chief Executive Officer
Ozop Energy Solutions, Inc.
7 Katelyn Ct
Warwick, NY 10990
Re:Ozop Energy Solutions, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed May 14, 2020
Form 10-Q for Quarterly Period Ended September 30, 2020
Filed November 23, 2020
File No. 000-55976
Dear Mr. Conway:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for Quarterly Period Ended September 30, 2020
Note 3 - Summary of Significant Accounting Pronouncements
Goodwill, page 10
1.We note goodwill of $11.4 million recorded on your balance sheet at September 30, 2020,
which included $11.2 million resulting from your July 10, 2020 reverse acquisition
transaction with PCTI as disclosed on page 6 of Note 1.  Please tell us how you
determined that this wasn't a reverse acquisition of a public shell and a private operating
company.  If you didn't consider the Company a shell company please describe the assets
and/or operations of the entity.
Form 8-K/A filed September 25, 2020
Item 9.01 - Financial Statements and Exhibits, page 0

 FirstName LastNameBrian P. Conway
 Comapany NameOzop Energy Solutions, Inc.
 December 15, 2020 Page 2
 FirstName LastName
Brian P. Conway
Ozop Energy Solutions, Inc.
December 15, 2020
Page 2
2.We note the reverse acquisition transaction resulted in a change of accountant.  As
required by Item 304 of Regulation S-K, please file Item 4.01 in Form 8-K to report this
event.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact David Burton at (202) 551-3626 or Daniel Gordon, Senior Advisor, at
(202) 551-3486 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

September 26, 2019
Michael Chermak
Chief Executive Officer
Ozop Surgical Corp.
319 Clematis Street
Suite 714
West Palm Beach, Florida 33401
Re:Ozop Surgical Corp.
Registration Statement on Form S-1
Filed September 13, 2019
File No. 333-233777
Dear Mr. Chermak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Atallah at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Lance Brunson

CORRESP
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September 26, 2019

Attn: Eric Atallah

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Electronics and Machinery

100 F Street, N.E.

Washington, DC 20549

Re:   Ozop
Surgical Corp.

Registration Statement on Form S-1

Filed September 13, 2019

File No. 333-233777

Ladies and Gentlemen:

The undersigned registrant hereby requests
that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form
S-1, as amended, to become effective on October 1, 2019, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

Sincerely,

Ozop Surgical Corp.

/s/ Michael Chermak

Michael Chermak

Chief Executive Officer

Mail Stop 3561
February 13, 2018

Denis Razvodovskij
President
Newmarkt Corp.
P.O.Box  1408
5348 Vegas Drive
Las Vegas, Nevada  89108

Re: Newmarkt Corp
 Form 10 -K for Fiscal Year Ended April 30 , 201 7
Filed July 27, 2017
Amen dment No. 1 to Form 10 -Q for  Fiscal Quarter Ended July 31, 2017
Filed January 25, 2018
            File No. 333-212821

Dear Mr. Razvodovskij :

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

Sincerel y,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
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    February 7, 2017

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   Newmarkt Corp
Form 10-K for Fiscal Year Ended April 30, 2017
Filed July 27, 2017
Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended July 31, 2017
Filed January 25, 2018
File No. 333-212821

 Ladies and Gentlemen:

 1) Newmarkt Corp. amends this filing and the Form 10-K for Fiscal Year Ended April 30, 2017 to include the certifications of Chief Executive Officer and Chief Financial Officer pursuant to
Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) pertaining to section 302 of The Sarbanes-Oxley Act of 2002 (exhibit 31) and pursuant to Securities Exchange Act of 934 Rule 13a-14(b) or 15d-14(b) pertaining to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (exhibit 32).

 2) Newmarkt Corp. corrects  some inadvertent errors Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended July 31, 2017.The title of Certification of Principal Executive, Financial and Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) pertaining to section 302 of The Sarbanes-Oxley Act of 2002 (exhibit 31) was corrected.

 Sincerely,

 /s/ Denis Razvodovskij

 President of Newmarkt Corp.

Mail Stop 3561
February 6 , 2018

Denis Razvodovskij
President
Newmarkt Corp.
P.O.Box  1408
5348 Vegas Drive
Las Vegas, Nevada  89108

Re: Newmarkt Corp
 Form 10 -K for Fiscal Year Ended April 30 , 201 7
Filed July 27, 2017
Amendment No. 1 to Form 10 -Q for the Fiscal Quarter Ended July 31, 2017
Filed January 25, 2018
            File No. 333-212821

Dear Mr. Razvodovskij :

We have reviewed your January 25, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

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

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 24,
2018 letter.

Form 10 -K for Fiscal Year Ended April 30, 2017

Item 15. Exhibits

1. We note your response to our previous comment 1.  Please note that our prior comment 1
was also in regard to the Form 10 -K noted above.  Please amend this filing to include  the
certifications of Chief Executive Officer and Chief Financial Officer pursuant to
Securities Exchange Act of 1934 Rule 13a -14(a) or 15d -14(a) pertaini ng to section 302 of
The Sarbanes -Oxley Act of 2002 (exhibit 31) and pursuant to Securities Exchange Act of
1934 Rule 13a -14(b) or 15d -14(b) pertaining to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes -Oxley Act of 2002  (exhibit  32).

Denis Razvodovskij
Newmarkt Corp.
 February 6,  2018
 Page 2

 Amendment No. 1 to Form 10 -Q for the Fiscal Quarter Ended July 31 , 2017

Exhibit 31

2. Please amend this filing to include  a properly signed certification of the Chief Executive
Officer and Chief Financial Officer pursuant to Securities Exchange Act of  1934 Rule
13a-14(a) or 15d -14(a) .  Additionally, revise the title of this certification as it pertains to
section 302 of The Sarbanes -Oxley Act of 2002 .

You may contact Aamira Chaudhry at 202 -551-3389 or Doug Jones at 202 -551-3309 if
you have questions regarding comments on the financial statements and related matters. Please
contact me at 202 -551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
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    January 25, 2017

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   Newmarkt Corp.

 Amendment No. 1 on Form 10–Q/A

 To Quarterly Report on Form 10–Q for the period endedJuly 31, 2017

 Filed August 31, 2017

 File No. 333-212821

 Ladies and Gentlemen:

 We are submitting this letter on behalf of Newmarkt Corp. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated January 24, 2018 relating to the Company’s Amendment No. 1 on Form 10–Q/A To Quarterly Report on Form 10–Q for the period endedJuly 31, 2017.

 Newmarkt Corp. amends this filing and the Form 10-Q for Fiscal Quarter Ended July 31, 2017 to include the certifications of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) (exhibit 31) and pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (exhibit 32).

 Sincerely,

 /s/ Denis Razvodovskij

 President of Newmarkt Corp.

Mail Stop 3561
January 2 4, 2018

Denis Razvodovskij
President
Newmarkt Corp.
P.O.Box  1408
5348 Vegas Drive
Las Vegas, Nevada  89108

Re: Newmarkt Corp
 Form 10 -K for Fiscal Year Ended April 30 , 201 7
Filed July 27, 2017
            File No. 333-212821

Dear Mr. Razvodovskij :

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

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

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

Form 10 -K for  Fiscal Year Ended April 30, 2017

Item 15.  Exhibits
1. Please amend this filing and the Form 10 -Q for Fiscal Quarter Ended July 31, 2017 to
include  the certifications of Chief Executive Officer and Chief Financial Officer pursuant
to Securities Exchange Act of 1934 Rule 13a -14(a) or 15d -14(a) (exhib it 31) and
pursuant to Securities Exchange Act of 1934 Rule 13a -14(b) or 15d -14(b) and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002
(exhibit 32) .

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

Denis Razvodovskij
Newmarkt Corp.
 January 2 4, 2018
 Page 2

 You may contact Aamira Chaudhry at 202 -551-3389 or Doug Jones at 202 -551-3309 if
you have questions regarding comme nts on the financial statements and related matters.   Please
contact me at 202 -551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
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   accelerate_letter.htm - Generated by SEC Publisher for SEC Filing

NEWMARKT
CORP.

P.O.BOX
1408,5348 VEGAS DRIVE

89108
LAS VEGAS, NEVADA, USA

+3
(705) 2078574

info@newmarktcorp.com

Oct.
27, 2016

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
       Susan Block, Attorney Advisor

                        John Stickel, Attorney Advisor

Re:                   Newmarkt
Corp.

            Registration on Form S-1

            File No. 333-212821

                        REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Block:

Pursuant
Rule 461 promulgated under the Securities Act of 1933, as amended, Newmarkt
Corp. (the “Registrant”) hereby requests acceleration of the effective date of its
registration statement on Form S-1 (File No.: 333-212821), as amended (the “Registration
Statement”), such that it may become effective on Monday, October 31, 2016 at 2:00
p.m. eastern time or as soon as practicable thereafter.

The
Registrant confirms that it is aware of its obligations under the Act.

The
Registrant hereby acknowledges that:

(i) should
the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

(ii) the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

(iii) the Registrant may not
assert comments of the Commission or the staff and the declaration of
effectiveness of the Registration Statement as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

We
request that we be notified of such effectiveness by a telephone call to Andrew
Befumo, of Befumo & Schaeffer, PLLC, at (718) 737-8657. We also
respectfully request that a copy of the written order from the Commission
verifying the effective time and date of such Registration Statement be sent to
Befumo & Schaeffer, PLLC, attention: Andrew J. Befumo, via facsimile at
(202) 478-2900.

Sincerely,

Newmarkt Corp.

/s/ Denis
Razvodovskij

Denis
Razvodovskij

President

cc
Andrew J. Befumo, Befumo & Schaeffer, PLLC

Mail Stop 3561

September  19, 2016

Denis Razvodovskij
President
Newmarkt  Corp.
P.O. Box 1408
5348 Vegas Drive
Las Vegas, NV 89108

Re: Newmarkt  Corp.
Amendment No. 1 t o Registration Statement on Form S -1
Filed September 7 , 2016
  File No. 333 -212821

Dear Mr. Razvodovskij :

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 26, 2016 letter .

Prospectus Summary, page 5

1. We note your response to our prior comment 2 and reissue in part.  Please  disclose your
monthly burn rate .

Directors, Executive Officers, Promo ter and Control Persons, page 23

2. We note your response to our prior comment 11 and reissue.  We note your disclosure
indicating that Mr. Razvodovksij worked for UAB “Kantorius” for the past five years.
Please clarify  whether Mr. Razvodovskij is still presently employed by UAB “Kantorius”

Denis Razvodovskij
Newmarkt  Corp.
September  19, 201 6
Page 2

 since there is no indication if and when he ceased working for that company.   As such,
please revise to clarify if Mr. Razvodovskij remains employed by UAB “Kantorius” and ,
if not , when such employment concluded.

You may contact Aamira Chaudhry at (202) 551 -3389  or Lyn Shenk  at (202) 551 -3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact John Stickel at (202) 551 -3324 or me at (202) 551 -3210  with any other questions.

Sincerely,

 /s/ Susan Block

Susan Block
Attorney Advisor
Office of Transportation and Leisure

cc: Andrew J. Befumo , Esq.
Befumo & Schaeffer, PLLC

Mail Stop 3561

August 2 6, 2016

Denis Razvodovskij
President
Newmarkt  Corp.
P.O. Box 1408
5348 Vegas Drive
Las Vegas, NV 89108

Re: Newmarkt  Corp.
Registration Statement on Form  S-1
Filed August 1 , 2016
  File No. 333 -212821

Dear Mr. Razvodovskij :

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.

Prospectus Summary, page 5

1. Please disclose in the prospectus summary the minimum funding required from this
offering to implement your business plan for the next twelve months.  Please also
reconcile your disclosure on page 8, that you require a minimum of $40,000 to implement
your plan of operations for the next twelve months, with your disclosure on page 16 , that
to fully implement your plan of operations you require a minimum funding of $160,000
for the next twelve months.

Denis Razvodovskij
Newmarkt  Corp.
August  26, 201 6
Page 2

 2. Please disclose in the prospectus summary that you are a development st age company.
Please also disclose your monthly burn rate and when you would  anticipate running out
of funds assuming no sha res are sold in this offering.

Our Company, page 5

3. Please clarify here and in the opening paragraph of the Description of Business section on
page 16 that your business operations are located in Lithuani a.  Please a lso clarify if the
revenues the company has realized so far are through operations in Lithuania.

Risk Factors, page 8

4. Mr. Razvodovskij  appears to reside outside of the United States.  Please add a risk factor
discussing the difficulties shareholders may have in bringing actions or enforcing
judgments against your sole officer and director.  See Item 503(c) of Regulation S -K.

Because our  sole officer and director Denis Razvodovskij has other interests…, page 8

5. Please briefly identify and discuss the outside business activities of your sole officer, and
the potential conflicts that exist as a result of these other commitments, if material.

Description of Business, page 16

6. We note your disclosure that Mr. Razvo dovskij has agreed to loan you funds, but has no
firm commitment, arrangement or legal obligation to do so.  Consistent with Exhibit 10.6,
please clarify  here that this is an oral agreement.

7. We note the disclosure that cycling can be dangerous and you pro vide customers with
helmets and safety equipment.  Please disclose if you carry any liability insurance and
include a risk factor discussing the risk associated with customer injuries while renting
your equipment.

Initial Focus of Our Business, pag e 17

8. We note that you indicate you are in negotiations for two potential customers and plan to
sign agreements.  Please clarify, if true, that there is no guarantee that you will reach
agreements with these two potential customers.

Startup Equipment, page 17

9. We note your disclosure that the Company is planning to expand the range of offered
equipment  for rental .  Please clarify if acquiring these expanded types of rental
equipment  is included in the estimate of additional orders of ren t equipment in the chart
under “Plan of Operation, ” at page 19, which discuss es use of proceed s.  If so, please add

Denis Razvodovskij
Newmarkt  Corp.
August  26, 201 6
Page 3

 clarifying disclosure accompanying that chart, indicating the use of funds for these
additional equipment types , depending at wh at percentage of shares are sold.   Otherwise,
please briefly expand the disclosure here to explain additional costs and timelines for
expanding the range of additional offered equipment.  If additional financing may be
needed, and is not currently availabl e, please also make that clear.

Plan of Operation, page 19

10. Please reconcile your disclosure here that Mr. Razvodovskij  will devote approximately
from 10 to 20 hours per week, with your disclosures on page 8 and 20 that he will devote
approximately 20 hours per week.

Directors, Executiv e Officers, Promo ter and Control Persons, page 22

11. Please clarify if Mr. Razvodovskij is still working for UAB “Kantorius ,” at the current
disclosure indicates that he “was” working there for the past five years.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of  the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

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

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

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Denis Razvodovskij
Newmarkt  Corp.
August  26, 201 6
Page 4

 adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Aamira Chaudhry at (202) 551 -3389  or Lyn Shenk  at (202) 551 -3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact John Stickel at (202) 551 -3324 or me at (202) 551 -3210  with any other questions.

Since rely,

 /s/ Susan Block

Susan Block
Attorney Advisor
Office of Transportation and Leisure

cc: Andrew J. Befumo , Esq.
Befumo & Schaeffer, PLLC