SecProbe.io

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 [LETTERHEAD OF REZOLUTE, INC.]

 8-1-25

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: Rezolute, Inc. (the " Company ")
 Registration Statement on Form S-3
 File No. 333-288731

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 3:00 PM on August 8, 2025 or as soon thereafter as is practicable.

 Very truly yours,

 REZOLUTE, INC.

 By:
 /s/Nevan
 Elam

 Name: Nevan Elam

 Title: Chief Executive Officer

 2

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

Nevan Elam
Chief Executive Officer
Rezolute, Inc.
275 Shoreline Drive, Suite 500
Redwood City, CA 94065

 Re: Rezolute, Inc.
 Registration Statement on Form S-3
 Filed July 17, 2025
 File No. 333-288731
Dear Nevan Elam:

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Anthony W. Epps, Esq.
</TEXT>
</DOCUMENT>

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Rezolute, Inc.

275 Shoreline Drive, Suite 500

Redwood City, CA 94065

August 13, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Rezolute, Inc. (the "Company")

Registration Statement on Form S-3/A

File No. 333-281257

Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the Securities Act
of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:30 PM EST on August 14, 2024, or as soon thereafter as is practicable.

    Very truly yours,

    Rezolute, Inc.

    By:
    /s/ Nevan Charles Elam

    Name:
     Nevan Charles Elam

    Title:
     Chief Executive Officer

August 9, 2024
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
275 Shoreline Drive, Suite 500
Redwood City, CA 94065
Re:Rezolute, Inc.
Registration Statement on Form S-3
Filed August 5, 2024
File No. 333-281257
Dear Nevan Elam:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Tyler Griffin

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Rezolute, Inc.

275 Shoreline Drive, Suite 500

Redwood City, CA 94065

November 27, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Rezolute, Inc. (the "Company")

Registration Statement on Form S-3/A

File No. 333-275562

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:30 PM EST on November 29, 2023, or as soon thereafter as is practicable.

    Very truly yours,

    Rezolute, Inc.

    By:
    /s/ Nevan Charles Elam

    Name: Nevan Charles Elam

    Title: Chief Executive Officer

United States securities and exchange commission logo
November 20, 2023
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
275 Shoreline Drive, Suite 500
Redwood City, CA 94065
Re:Rezolute, Inc.
Registration Statement on Form S-3
Filed November 14, 2023
File No. 333-275562
Dear Nevan Elam:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony W. Epps

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Rezolute, Inc.

201 Redwood Shores Parkway, Suite 315

Redwood City, CA 94065

November 7, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Jimmy McNamara

Re: Rezolute, Inc.

Registration Statement on Form S-3

File No. 333-268046

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the
same will become effective at 5:00 PM EST on November 9, 2022, or as soon thereafter as is practicable.

    Very truly yours,

    REZOLUTE, INC.

    By:
     /s/ Nevan Charles Elam

    Name:  Nevan Charles Elam

    Title:    Chief Executive Officer

United States securities and exchange commission logo
November 3, 2022
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Registration Statement on Form S-3
Filed October 28, 2022
File No. 333-268046
Dear Nevan Elam:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony Epps

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Rezolute, Inc.

201 Redwood Shores Parkway, Suite 315

Redwood City, CA 94065

June 29, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:      Jane Park

    Re: Rezolute, Inc.

    Registration Statement on Form S-3

    File No. 333-265703

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the
same will become effective at 5:00  PM EDT on July 1, 2022, or as soon thereafter as is practicable.

    Very truly yours,

    REZOLUTE, INC.

    By:
    /s/ Nevan Elam

    Name:
    Nevan Elam

    Title:
    Chief Executive Officer

CORRESP
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December 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Rezolute, Inc. (the "Company")

Registration Statement on Form S-3

File No. 333-251498

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 PM on January 6, 2021, or as soon thereafter as is practicable.

    Very truly yours,

    REZOLUTE, INC.

    By:
    /s/ Nevan Elam

    Name:  Nevan Elam

    Title:    Chief Executive Officer

CORRESP
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November 23, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Rezolute, Inc. (the "Company")

Registration Statement on Form S-3

File No. 333-250073

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 PM on November 27, 2020, or as soon thereafter as is practicable.

    Very truly yours,

    REZOLUTE, INC.

    By:
    /s/ Keith Vendola

    Name:  Keith Vendola

    Title:    Chief Strategy Officer

United States securities and exchange commission logo
November 19, 2020
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Registration Statement on Form S-3
Filed November 13, 2020
File No. 333-250073
Dear Mr. Elam:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony W. Epps

December 3, 2019
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Registration Statement on Form S-1
Filed November 18, 2019
File No. 333-234766
Dear Mr. Elam:
            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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael L. Weiner, Esq.

CORRESP
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            December 4, 2019

            VIA EDGAR

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100 F. Street, N.E.

            Washington, D.C. 20549

            Re: Rezolute, Inc. (the "Company")

            Registration Statement on Form S-1

            File No. 333-234766

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration
      Statement referred to above be accelerated so that it will be declared effective at 4:00 PM EST on December 6, 2019 or as soon thereafter as is practicable.

            Very truly yours,

            REZOLUTE, INC.

            By: /s/ Nevan Elam

            Name:  Nevan Elam

            Title:    Chief Executive Officer

September 19, 2019
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 6, 2019
File No. 000-54495
Dear Mr. Elam:
            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 Healthcare & Insurance
cc:       Michael L. Weiner, Esq.

CORRESP
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September 16, 2019

        Division of Corporate Finance

        Office of Healthcare & Insurance

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated September 12, 2019, regarding

Rezolute, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed September 6, 2019

File No. 000-54495

Dear Sir/Madam:

This letter responds to the staff’s comments set forth
in the September 12, 2019 letter regarding the above-referenced Preliminary Proxy Statement on Schedule 14A. For your convenience,
the staff’s comments are included below and we have numbered our responses accordingly.

In some of the responses, we have agreed to change or supplement
the disclosures in future filings. We are doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission,
and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future
filings should not be taken as an admission that prior disclosures were in any way deficient. We have also indicated in some responses
that we believe no change in disclosure is appropriate, and have explained why.

Our responses are as follows:

Preliminary Proxy Statement on Schedule
14A

Proposal 1: Reverse Stock Split, page 7

Staff Comment No. 1.

We note your disclosure that the main purpose for
the reverse stock split is to increase your stock price in order to potentially register your common stock for trading on the Nasdaq
Capital Market. Notwithstanding this stated purpose, please tell us whether the proposed reverse stock split could make you eligible
to terminate the registration of your common stock under Section 12(g) of the Exchange Act pursuant to Rule 12g-4(a)(1). In your
response, please focus on the number of holders of record as defined in Rule 12g5-1 of the Exchange Act. As applicable, please
tell us how you intend to comply with the requirements of Rule 13e-3 of the Exchange Act. Also revise the proxy statement to clarify
whether the reverse split is the first step in a going private transaction.

September 16, 2019

Page 2

Rezolute, Inc.’s Response:

We acknowledge the Staff’s comment and respectfully
note that the proposed reverse stock split (the “Reverse Stock Split”) will not make us eligible to terminate
the registration of our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) pursuant to Rule 12g-4(a)(1) taking into account the number of holders of record as defined in Rule 12g5-1 of the
Exchange Act. We have run an analysis of our stockholders list provided by our transfer agent and as of September 13, 2019, we
had 385 holders of record. We have determined that effecting the Reverse Stock Split at the highest end of the split range (1:100)
would not cause us to fall below the 300 holders of record threshold for remaining a reporting company. As set forth in our Preliminary
Proxy on Schedule 14A (the “Proxy Statement”), our purpose for the Reverse Stock Split is to increase our stock
price to potentially list our shares of common stock (the “Common Stock”) on the Nasdaq Capital Market (“Nasdaq”).
Nasdaq Listing Rule 5505(a)(3) states that companies applying to list on Nasdaq must have at least “300 Round Lot Holders”.
“Round Lot Holders” are defined as holders that hold at least 100 shares of a company’s stock. Based on this
standard, even if we effect the Reverse Stock Split at the highest end of the split range we would have 343 holders of record and
328 “Round Lot Holders”. We have revised the Proxy statement to include the following statement, “We have determined
that the Reverse Stock Split even if effected at the highest ratio will not reduce the number of holders of record below 300 holders
of record to impact the registration of our common stock under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). In addition, the Board has agreed that it will not effect the Reverse Stock Split at a certain ratio if doing so would
impact the registration of our common stock under the Exchange Act or would cause us not to meet Nasdaq’s 300 round lot holder
requirement.”

We also respectfully note that the Reverse Stock Split
does not implicate Rule 13e-3 under the Exchange Act. The Reverse Split does not have a reasonable likelihood, or a purpose of
producing, either directly or indirectly, any of the effects described in Rule 13e-3(a)(3)(ii) of the Exchange Act. In particular,
the Reverse Split will not result in the Common Stock to become eligible for termination of registration under Rule 12g-4 of the
Exchange Act because, (i) the number of record holders of the Company following the Reverse Split shall not be reduced to less
than 300 persons and (ii) the total assets of the Company has exceeded $10 million on the last day of the Company’s most
recent fiscal year. The Reverse Split will also not (i) result in the Common Stock to become eligible for termination of registration
under Rule 12h-6 of the Exchange Act or (ii) cause the reporting obligations with respect to the Common Stock to become eligible
for termination under Rule 12h-6 of the Exchange Act because the Company is not a foreign private issuer.

September 16, 2019

Page 3

Further, the Reverse Split will not cause the reporting
obligations with respect to the Common Stock to become eligible for suspension under Rule 12h-3 of the Exchange Act because (i)
as previously stated in the second paragraph above, the number of record holders of the Company following the Reverse Split shall
not be reduced to less than 300 persons and the total assets of the Company have exceeded $10 million on the last day of of the
Company’s most recent fiscal years and (ii) the Common Stock has not been deregistered pursuant to Section 12(d) of the Exchange
Act. In addition, Section 15(d) is inapplicable as the Common Stock is registered and will continue to be registered following
the Reverse Split pursuant to Section 12 of the Exchange Act. We have also included the following statement in the revised Proxy
Statement, “The Reverse Stock Split is not intended to be a first step in a series of steps leading to a “going private
transaction” pursuant to Rule 13e-3 under the Exchange Act. Implementing the Reverse Stock Split would not reasonably likely
result in or would not have a purpose to, produce a going private effect.”

* * * * *

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact the undersigned or Michael L. Weiner or Anthony
W. Epps of Dorsey & Whitney LLP at (303) 352-1156 or (303) 352-1109.

    Sincerely,

    Rezolute, Inc.

    /s/ Nevan Elam

    Nevan Elam

    Chief Executive Officer

 cc: Michael L. Weiner, Dorsey & Whitney LLP

Anthony W. Epps, Dorsey & Whitney LLP

CORRESP
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            September 12, 2019

            VIA EDGAR

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100 F. Street, N.E.

            Washington, D.C. 20549

            Re: Rezolute, Inc. (the "Company")

            Registration Statement on Form S-1, as amended

            File No. 333-233310

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration
      Statement referred to above be accelerated so that it will be declared effective at 4:00PM EST on September 18, 2019 or as soon thereafter as is practicable.

            Very truly yours,

            REZOLUTE, INC.

            By: /s/ Nevan Elam

            Name:  Nevan Elam

            Title:    Chief Executive Officer

September 12, 2019
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 6, 2019
File No. 000-54495
Dear Mr. Elam:
            We have reviewed your filing and have the following comment.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 1: Reverse Stock Split, page 7
1.We note your disclosure that the main purpose for the reverse stock split is to increase
your stock price in order to potentially register your common stock for trading on the
Nasdaq Capital Market.  Notwithstanding this stated purpose, please tell us whether the
proposed reverse stock split could make you eligible to terminate the registration of your
common stock under Section 12(g) of the Exchange Act pursuant to Rule 12g-4(a)(1). In
your response, please focus on the number of holders of record as defined in Rule 12g5-1
of the Exchange Act.  As applicable, please tell us how you intend to comply with the
requirements of Rule 13e-3 of the Exchange Act.  Also revise the proxy statement to
clarify whether the reverse split is the first step in a going private transaction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameNevan Elam
 Comapany NameRezolute, Inc.
 September 12, 2019 Page 2
 FirstName LastName
Nevan Elam
Rezolute, Inc.
September 12, 2019
Page 2
            Please contact Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael L. Weiner, Esq.

CORRESP
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September 9, 2019

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated August 26, 2019, regarding

Rezolute, Inc.

Registration Statement on Form S-1

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

Filed August 15, 2019 and August 19, 2019

File No. 333-233310

Dear Sir/Madam:

This letter responds to the staff’s comments set forth
in the August 26, 2019 letter regarding the above-referenced Registration Statement on Form S-1 and Amendment No. 1 to Registration
Statement on Form S-1. For your convenience, the staff’s comments are included below and we have numbered our responses accordingly.

In some of the responses, we have agreed to change or supplement
the disclosures in future filings. We are doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission,
and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future
filings should not be taken as an admission that prior disclosures were in any way deficient. We have also indicated in some responses
that we believe no change in disclosure is appropriate, and have explained why.

Our responses are as follows:

Registration Statement on Form S-1

Description of Capital Stock, page 6

Staff Comment No. 1.

We note that your forum selection provision identifies
the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.”
Please describe this provision in the prospectus and disclose whether this provision applies to actions arising under the Securities
Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty
or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act
claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

September 9, 2019

Page 2

Rezolute, Inc.’s Response:

The Company advises the Staff that the Company’s
forum selection provision follows established Delaware case law and legislation. Accordingly, this provision is not intended to
apply to claims arising under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. In response
to the Staff’s comment, the Company has revised its disclosure to clarify the intent of the Company’s forum selection
provision. In addition, the Company agrees that it will include in its future filings, the following risk factor disclosure:

“Our Certificate of Incorporation provides
that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our
stockholders, including claims under the Securities Act, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or employees.

Our Certificate of Incorporation provides that the
Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i)
any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed
by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (iv) any action asserting
a claim governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring
a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which
may discourage such lawsuits against us and our directors, officers, employees and agents. Stockholders who do bring a claim in
the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in
or near the State of Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including
courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments
or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find the choice of forum provision
contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated
with resolving such action in other jurisdictions, which could adversely affect our business and financial condition. Notwithstanding
the foregoing, the exclusive provision shall not preclude or contract the scope of exclusive federal or concurrent jurisdiction
for actions brought under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective
rules and regulations promulgated thereunder.”

September 9, 2019

Page 3

* * * * *

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact Michael L. Weiner or Anthony W. Epps of Dorsey &
Whitney LLP at (303) 352-1156 or (303) 352-1109.

    Sincerely,

    Rezolute, Inc.

    Nevan Elam

    Chief Executive officer

 cc: Michael L. Weiner, Esq.

Anthony W. Epps, Esq.

August 26, 2019
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Registration Statement on Form S-1
Amendment No. 1 to Registration Statement on Form S-1
Filed August 15, 2019 and August 19, 2019
File No. 333-233310
Dear Mr. Elam:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Description of Capital Stock, page 6
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please describe this provision in the prospectus and disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the

 FirstName LastNameNevan Elam
 Comapany NameRezolute, Inc.
 August 26, 2019 Page 2
 FirstName LastName
Nevan Elam
Rezolute, Inc.
August 26, 2019
Page 2
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tonya K. Aldave (202) 551-3601 or Dietrich King at (202) 551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael L. Weiner, Esq.

April 4, 2019
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on March 11, 2019
File No. 000-54495
Dear Mr. Elam:
            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 Healthcare & Insurance
cc:       Anthony Epps, Esq.

CORRESP
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March 27, 2019

        Division of Corporate Finance

        Office of Healthcare & Insurance

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated March 25, 2019, regarding

Rezolute, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 11, 2019

File No. 000-54495

Dear Sir/Madam:

This letter responds to the staff’s comments set forth
in the March 25, 2019 letter regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”). We are concurrently submitting via EDGAR this letter and Amendment No.1 to the Preliminary Proxy Statement
(the “Amendment”). For your convenience, the staff’s comments are included below and we have numbered
our responses accordingly.

In some of the responses, we have agreed to change or supplement
the disclosures in future filings. We are doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission,
and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future
filings should not be taken as an admission that prior disclosures were in any way deficient. We have also indicated in some responses
that we believe no change in disclosure is appropriate, and have explained why.

Our responses are as follows:

Preliminary Proxy Statement on Schedule
14A filed on March 11, 2019

Proposal 3 – Share Increase Proposal,
page 12

Staff Comment No. 1.

The disclosure contained in your Form 8-K filed on
January 31, 2019, and the Series AA Preferred Stock Purchase Agreement filed as Exhibit 10.3 to your Form 10-Q filed on February
14, 2019, indicate that:

 • The Series AA Preferred Stock will automatically convert into shares of common stock effective upon an increase in your authorized
common stock;

March 27, 2019

Page 2

 • On an as-converted basis, the purchasers of Series AA Preferred Stock beneficially own an aggregate of 54% of your common stock
and that a change of control occurred;

 • You have agreed to register the resale of the common shares issuable upon conversion of the Series AA Preferred Stock within
60 days of the closing date of the Series AA Preferred Stock financing.

Accordingly, please amend your disclosure to provide
a description of the terms of the Series AA Preferred Stock financing, including disclosure required by Item 11 and Item 6(e) of
Schedule 14A. Also revise to explain the effect of the transaction on your existing shareholders.

Rezolute, Inc.’s Response:

We acknowledge the Staff’s comment and respectfully advise
the Staff that we have updated the disclosure in Proposal 3 to disclose additional information regarding the Series AA Preferred
Stock financing including the information required by Item 11 and Item 6(e) of Schedule 14A. However, we have not included the
information required by Item 11(e) and Item 13(a) of Schedule 14A because the information required by Item 11(e) and Item 13(a)
of Schedule 14A is not material for the exercise of prudent judgment in regard to the matter to be acted upon. We respectfully
refer the Staff to Instruction 1 to Item 13 of Schedule 14A, which provides the following:

“Notwithstanding the provisions of this
Item, any or all of the information required by paragraph (a) of this Item not material for the exercise of prudent judgment in
regard to the matter to be acted upon may be omitted. In the usual case the information is deemed material to the exercise
of prudent judgment where the matter to be acted upon is the authorization or issuance of a material amount of senior securities,
but the information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock,
otherwise than in an exchange, merger, consolidation, acquisition or similar transaction, the authorization of preferred
stock without present intent to issue or the authorization of preferred stock for issuance for cash in an amount constituting fair
value.”

Proposal 3 seeks approval of an amendment to the Certificate
of Incorporation for the authorization of an additional 300 million shares of common stock. The Company is not seeking stockholder
approval of the authorization or issuance of any senior securities, and the authorization of additional common stock pursuant to
Proposal 3 is not being made in connection with an exchange, merger, consolidation, acquisition or similar transaction. Accordingly,
information required by Item 11(e) and Item 13(a) of Schedule 14A is not material to the exercise of prudent judgment in regard
to the matter to be acted upon and may therefore be omitted. Of the additional 300 million shares of common stock to be issued,
we only anticipate 148,523,394 shares of common stock upon the conversion of the Series AA Preferred stock which represents a portion
of the underlying shares subject to Proposal 3.

* * * * *

March 27, 2019

Page 3

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact Anthony Epps of Dorsey & Whitney LLP at (303)
352-1109.

    Sincerely,

    Rezolute, Inc.

    /s/ Nevan Elam

    Nevan Elam

    Chief Executive Officer

cc:	Anthony Epps, Dorsey & Whitney LLP

March 25, 2019
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Re:Rezolute, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on March 11, 2019
File No. 000-54495
Dear Mr. Elam:
            We have reviewed your filing 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 the comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed on March 11, 2019
Proposal 3 - Share Increase Proposal, page 12
1.The disclosure contained in your Form 8-K filed on January 31, 2019, and the Series AA
Preferred Stock Purchase Agreement filed as Exhibit 10.3 to your Form 10-Q filed on
February 14, 2019, indicate that:
•The Series AA Preferred Stock will automatically convert into shares of common
stock effective upon an increase in your authorized common stock;
•On an as-converted basis, the purchasers of Series AA Preferred Stock beneficially
own an aggregate of 54% of your common stock and that a change of control
occurred;
•You have agreed to register the resale of the common shares issuable upon conversion
of the Series AA Preferred Stock within 60 days of the closing date of the Series AA
Preferred Stock financing.

Accordingly, please amend your disclosure to provide a description of the terms of the

 FirstName LastNameNevan  Elam
 Comapany NameRezolute, Inc.
 March 25, 2019 Page 2
 FirstName LastName
Nevan  Elam
Rezolute, Inc.
March 25, 2019
Page 2
Series AA Preferred Stock financing, including disclosure required by Item 11 and Item
6(e) of Schedule 14A. Also revise to explain the effect of the transaction on your existing
shareholders.
            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 Christine Westbrook at 202-551-5019 or Joe McCann at 202-551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Anthony Epps, Esq.

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February 9, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Rezolute, Inc. (the "Company")

Registration Statement on Form S-1

File No. 333-222768

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00PM EST on February 13, 2018 or as soon thereafter as is practicable.

Very truly yours,

REZOLUTE, INC.

By:  /s/ "Nevan Elam"

Name:  Nevan Elam

Title:    Chief Executive Officer

February 8, 2018
Nevan Elam
Chief Executive Officer
Rezolute, Inc.
1450 Infinite Drive
Louisville, CO 80027
Rezolute, Inc.
Registration Statement on Form S-1
Filed January 29, 2018
File No. 333-222768Re:
Dear Mr. Elam:
            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 Christine Westbrook at 202-551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael Weiner, Esq.

CORRESP
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November 7, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:AntriaBio, Inc. (the "Company")

Registration Statement on Form S-1

File No. 333-220585

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 PM EST on November 8, 2017 or as soon thereafter as is practicable.

Very truly yours,

ANTRIABIO, INC.

By: /s/ Nevan Elam

Name:  Nevan Elam

Title:    Chief Executive Officer

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November 7, 2017

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Hale and Suzanne Hayes

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated November 6, 2017, regarding

AntriaBio, Inc.

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

Filed October 31, 2017

File No. 333-220585

Dear Ms. Yale and Ms. Hayes:

This letter responds
to the staff’s comments set forth in the November 6, 2017 letter regarding the above-referenced Amendment No. 1 to Registration
Statement on Form S-1 (the “Registration Statement”). For your convenience, the Staff’s comments
are included below and we have numbered our responses accordingly.

In some of the responses,
we have agreed to change or supplement the disclosures in future filings. We are doing so in the spirit of cooperation with the
staff of the Securities and Exchange Commission, and not because we believe our prior filing is materially deficient or inaccurate.
Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were in any way
deficient. We have also indicated in some responses that we believe no change in disclosure is appropriate, and have explained
why. Our responses are as follows:

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

Documents Incorporated
by Reference, page 30

Staff Comment No. 1.

Please revise your incorporation
by reference section to incorporate the Form 8-K filed on November 3, 2017.

AntriaBio, Inc.’s Response:

We have updated the
“Documents Incorporated by Reference” section in the Amendment to incorporate the 8-Ks we’ve subsequently filed.

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

November 7, 2017

Page 2

* * * * *

AntriaBio, Inc. hereby acknowledges that:

 · AntriaBio, Inc. is responsible for the adequacy and accuracy of the disclosure in the filing.

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing.

 · AntriaBio, Inc. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact the undersigned at 303-222-2128, or Anthony Epps
of Dorsey & Whitney LLP at (303) 352-1109.

    Sincerely,

    AntriaBio, Inc.

    /s/ Nevan Elam

    Nevan Elam

    Chief Executive Officer

 cc: Anthony Epps, Dorsey & Whitney LLP

Michael Weiner, Dorsey & Whitney LLP

November 6, 2017
Nevan Elam
Chief Executive Officer
AntriaBio, Inc.
1450 Infinite Drive
Louisville, CO 80027
Re:AntriaBio, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 31, 2017
File No. 333-220585
Dear Mr. Elam:
            We have reviewed your amended registration statement and have the following
comment.  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 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 the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Documents Incorporated by Reference, page 30
1.Please revise your incorporation by reference section to incorporate the Form 8-K filed
on November 3, 2017.

 FirstName LastNameNevan Elam
 Comapany NameAntriaBio, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Nevan Elam
AntriaBio, Inc.
November 6, 2017
Page 2
            Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at 202-551-3675 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael L. Weiner

CORRESP
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October 31, 2017

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Hale and Suzanne Hayes

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated October 11, 2017, regarding

AntriaBio, Inc.

Registration Statement on Form S-1

Filed September 22, 2017

File No. 333-220585

Dear Ms. Yale and Ms. Hayes:

This letter responds
to the staff’s comments set forth in the October 11, 2017 letter regarding the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”). For your convenience, the Staff’s comments are included
below and we have numbered our responses accordingly.

In some of the responses,
we have agreed to change or supplement the disclosures in future filings. We are doing so in the spirit of cooperation with the
staff of the Securities and Exchange Commission, and not because we believe our prior filing is materially deficient or inaccurate.
Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were in any way
deficient. We have also indicated in some responses that we believe no change in disclosure is appropriate, and have explained
why. Our responses are as follows:

Registration Statement
on Form S-1

Selling Stockholders,
page 27

Staff Comment No.
1.

Please revise your disclosure
to state the nature of any position, office, or other material relationship between you or an affiliate and any selling security
holder within the past three years. As examples only, we note that your director and executive officer Dr. Hoyoung Huh holds
the voting power for shares held by pH Pharma Co., Ltd., your director Samir Patel has voting and investment power for the shares
held by Pranabio Investments, your director Tae Hoon Kim is the CEO for Aju Pharm Co., and your director David Welch has voting
and investment power over the shares held by three of the trusts. Refer to Item 507 of Regulation S-K.

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

October 31, 2017

Page 2

AntriaBio, Inc.’s Response:

On October 20, 2017,
the above referenced investors, including pH Pharma Co., Ltd., Pranabio Investments, Aju Pharm Co., and the trusts managed by David
Welch (collectively, the “Affiliated Investors”) each waived their contractual registration rights granted
in connection with our private placement transaction (the “Private Placement”). As a result, we’ve
removed each of the Affiliated Investors as selling stockholders from the Registration Statement by filing Amendment No. 1 to the
Registration Statement (the “Amendment”). Only unaffiliated selling stockholders (the “Unaffiliated
Selling Stockholders”) are listed as selling stockholders in the Amendment. The Amendment discloses that none of
Unaffiliated Selling Stockholders has held any position, office, or has other material relationship between us within the last
three years.

Documents Incorporated
by Reference, page 30

Staff Comment No. 2.

We note that you are incorporating
by reference certain documents filed prior to the termination of the offering. Please note that any report filed after the filing
date but prior to effectiveness may only be incorporated through the filing of a pre-effective amendment that includes a specific
reference to such report. Accordingly, please revise your registration statement to specifically incorporate the Form 8-K you subsequently
filed, and when filed, the definitive proxy statement. See Securities Act Forms CD&I 113.05 and Item 12(a)(2) of Form S-1.

AntriaBio, Inc.’s Response:

We have updated the
“Documents Incorporated by Reference” section in the Amendment to incorporate the 8-Ks we’ve subsequently filed
as well as our definitive proxy statement on Schedule 14A.

General

Staff Comment No. 3.

It appears that you are seeking
to register this transaction as a resale pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended. Please provide
a detailed legal and factual analysis of why this should not be characterized as an indirect primary offering. In this regard,
we note that several of your selling shareholders appear to have material relationships with you and your affiliates, the size
of the offering represents a substantial percentage of your outstanding shares held by non-affiliates, and the short period of
time between the private placement and the filing of this registration statement. Refer to CD&I Securities Act Rules 612.09.

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

October 31, 2017

Page 3

AntriaBio, Inc.’s Response:

As set forth in our
response to Staff Comment No. 1, on October 20, 2017, each Affiliated Investor agreed to waive their contractual registration rights
granted in the Private Placement. As a result, we have filed the Amendment to remove the shares registered for resale by the Affiliated
Investors. With respect to the Unaffiliated Selling Stockholders referenced in the Amendment, we acknowledge the Staff’s
comment, but for the reasons set forth below, we respectfully submit that the offering contemplated by the Amendment is a valid
secondary offering by or on behalf of the Unaffiliated Selling Stockholders of common stock that may be registered for resale on
a continuous basis pursuant to Rule 415(a)(1)(i) of Regulation C of the Securities Act of 1933, as amended.

Rule 415 Analysis

Rule 415(a)(1)(i) provides
that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided that the
registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person or
persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus,
Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the Unaffiliated Selling
Stockholders in a secondary offering.

In Securities Act Rules
Compliance and Disclosure Interpretation, Question 612.09 (“C&DI 612.09”), the Staff recognized the
importance of the characterization of an offering as a primary or secondary offering and identified the relevant factors to be
considered in analyzing the characterization of an offering. C&DI 612.09 provides as follows:

“It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling
on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s
prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the
issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for
a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary one is really on behalf
of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given
to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship
to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally,
whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.” (italics added).

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

October 31, 2017

Page 4

The Company has reviewed
the six factors set forth in C&DI 612.09 and analyzed each of those factors as applied to the Private Placement; the analysis
is set forth below. Based on the Company’s consideration of the totality of the facts and circumstances of the Private Placement
and each of the six factors enumerated in C&DI 612.09, the Company believes that (i) the proposed resale of the shares (the
“Registered Shares”) by the Unaffiliated Selling Stockholders as contemplated by the Amendment should
be characterized as a secondary offering; and (ii) that all of the Registered Shares can be registered for resale by the Unaffiliated
Selling Stockholders pursuant to Rule 415(a)(1)(i).

(i)     How
long the Unaffiliated Selling Stockholders have held the securities

We note that there
is no mandatory holding period for a PIPE transaction (such as the Company’s Private Placement) to be characterized as a
valid secondary offering. Consequently, the current holding period and the additional future period, that the Company anticipates
to elapse before the Unaffiliated Selling Stockholders resell their Registered Shares, are substantially longer than the holding
period required by the Staff for a valid PIPE transaction. As noted by the Staff in Securities Act Rules Compliance and Disclosure
Interpretation, Question 139.11 (“C&DI 139.11”), a valid secondary offering could occur immediately
following the closing of a private placement. C&DI 139.11 provides as follows:

“In a PIPE transaction,
a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section
4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor,
and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably
bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio,
either at the time of effectiveness of the resale registration statement or at any subsequent date. When a company attempts to
register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible
security, not to the underlying common stock. There can be no conditions to closing that are within an investor's control or
that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating
to the market price of the company's securities or the investor's satisfactory completion of its due diligence on the company are
unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after
the effectiveness of the resale registration statement.” (italics added)

The Company believes
this concept conforms to the custom and practices in many PIPE transactions. In many PIPE transactions, a registration statement
is required to be filed shortly post-closing (often 30-45 days) and declared effective shortly after filing (often 90-150 days
post-closing). The Company is not aware that the Staff has taken the position that the period of time elapsing between a closing
and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering, and
the Company believes such a position would be inconsistent with C&DI 139.11 mentioned above, which allows inclusion of the
securities sold after a registration statement is filed if the registration statement is not yet effective.

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

October 31, 2017

Page 5

The Company also notes
that there are many reasons, other than to effect an immediate resale, why investors may prefer securities to be registered, which
may include: (i) some private investment funds are required to mark their portfolios to market and if portfolio securities are
not registered, such investors are required to mark down the book value of those securities to reflect an illiquidity discount;
and (ii) an issuer’s decision to not register its shares would prevent investors from taking advantage of market opportunities
or from liquidating their investments if for example, the investors’ convictions in their original investment decision had
waned.

The Unaffiliated Selling
Stockholders have borne the investment risk of holding these securities and will continue to bear this investment risk for potentially
a substantial period of time, before they can make significant resales of such securities. Because the Unaffiliated Selling Stockholders
have been, and continue to be, subject to market risk if the market price of the Company’s common stock declines. The Unaffiliated
Selling Stockholders participated in the Private Placement with the knowledge that they might not be able to exit their positions
at a profit, and that their ability to fully exit their positions would likely be restricted for an extended period of time, provides
evidence that they purchased such securities with the intent to invest (and not with the intent to effect a distribution, as an
underwriter would have).

The facts discussed
above support the conclusion that the offering pursuant to the Amendment is a valid secondary offering.

(ii)     The
circumstances under which the Unaffiliated Selling Stockholders received the securities

The securities being
registered for resale were issued and sold to the Unaffiliated Selling Stockholders in an arm’s-length private placement
transaction that complied in all respects with C&DI 139.11, Section 4(a)(2) of the Securities Act or Rule 506 promulgated thereunder.
As set forth in the Amendment, the Company will not receive any proceeds from the resale of Registered Shares by the Unaffiliated
Selling Stockholders.

No Unaffiliated Selling
Stockholder is acting on the Company’s behalf with respect to the registration of the Registered Shares for resale under
the Amendment and, other than the registration rights granted to the Unaffiliated Selling Stockholders, the Company has no contractual
relationship with any of the Unaffiliated Selling Stockholders that would control either (a) the timing, nature and amount of resales
of the Registered Shares; or (b) whether such Registered Shares are ever resold under the Amendment. The existence of registration
rights are not, in and of themselves, evidence of an intent on the part of the Unaffiliated Selling Stockholders to sell their
Registered Shares, much less to sell or distribute the securities on behalf of the Company. As noted in part (i) above, there are
a number of reasons, other than to effect an immediate sale, why investors may prefer securities to be registered. Each Unaffiliated
Selling Stockholder made representations to us that they were purchasing the Registered Shares without a view towards resale.

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

October 31, 2017

Page 6

Importantly, the registration
of the Registered Shares was a contractual obligation of the Company following the Unaffiliated Selling Stockholders’ payment
of the full purchase price for the securities issued in the Private Placement, and not a condition precedent thereto. As a result,
as noted in part (i) above, the Unaffiliated Selling Stockholders have borne, and continue to bear, the risk that the Company fails
or is unable to register the common stock, as well as other risks attendant to share ownership, including the risk that the market
price of the Company’s common stock could decline. These market risks, to which the Unaffiliated Selling Stockholders became
subject to upon the closing of the Private Placement, further support that the secondary offering being registered by the Amendment
is not being made by or on behalf of the Company or with the intent to effect a distribution.

(iii)     The
Unaffiliated Selling Stockholders’ relationship

October 13, 2017
Hoyoung Huh
Secretary
AntriaBio, Inc.
1450 Infinite Drive
Louisville, CO 80027
AntriaBio, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 27, 2017
File No. 000-54495Re:
Dear Dr. Huh:
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 by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

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October 12, 2017

        Division of Corporation Finance

        Office of Healthcare and Insurance

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Dorrie Yale

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated October 10, 2017,
regarding

AntriaBio, Inc.

Preliminary Proxy Statement on Schedule
14A

Filed September 27, 2017

File No. 000-54495

Dear Ms. Yale:

This letter responds to the staff’s comments set forth
in the October 10, 2017 letter regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”). We are concurrently submitting via EDGAR this letter and Amendment No.1 to the Preliminary Proxy Statement
(the “Amendment”). For your convenience, the staff’s comments are included below and we have numbered our responses
accordingly.

In some of the responses, we have agreed to change or supplement
the disclosures in future filings. We are doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission,
and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future
filings should not be taken as an admission that prior disclosures were in any way deficient. We have also indicated in some responses
that we believe no change in disclosure is appropriate, and have explained why.

Our responses are as follows:

Preliminary Proxy Statement on Schedule
14A

Proposal 6 Reverse Stock Split

Staff Comment No. 1.

Please expand your disclosure to specifically state
whether you have any plans, proposals or arrangements, written or oral, to issue any of the newly available shares of common stock
resulting from the reverse stock split for general corporate or any other purposes. If there are any such plans, please describe
them.

Division of Corporation Finance

Office of Healthcare and Insurance

Securities and Exchange Commission

October 12, 2017

Page 2

AntriaBio, Inc.’s Response:

We acknowledge the Staff’s comment
and respectfully advise the Staff that we have indicated in the Amendment that we do not have any plans, proposals or arrangements,
written or oral, to issue any of the newly available shares of common stock resulting from the reverse stock. We also note in the
Amendment that the primary purpose of the proposed reverse stock split is to increase the trading price of our common stock for
a potential listing on NASDAQ or NYSE.

* * * * *

AntriaBio, Inc. hereby acknowledges that:

 · AntriaBio Inc. is responsible for the adequacy and accuracy of the disclosure in the filing.

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing.

 · AntriaBio, Inc. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Thank you for your review of the filing. If you should have
any questions regarding the response letter, please do not hesitate to contact the undersigned at 303-222-2128, or Anthony Epps
of Dorsey & Whitney LLP at (303) 352-1109.

    Sincerely,

    AntriaBio, Inc.

    Nevan Elam

    President & Chief Executive Officer

 cc: Anthony Epps, Dorsey & Whitney LLP

October 11, 2017
Nevan Elam
Chief Executive Officer
AntriaBio, Inc.
1450 Infinite Drive
Louisville, CO 80027
AntriaBio, Inc.
Registration Statement on Form S-1
Filed September 22, 2017
File No. 333-220585Re:
Dear Mr. Elam:
We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Selling Stockholders, page 27
1. Please revise your disclosure to state the nature of any position, office, or other material
relationship between you or an affiliate and any selling security holder within the past
three years.  As examples only, we note that your director and executive officer Dr.
Hoyoung Huh holds the voting power for shares held by pH Pharma Co., Ltd., your
director Samir Patel has voting and investment power for the shares held by Pranabio
Investments, your director Tae Hoon Kim is the CEO for Aju Pharm Co., and your
director David Welch has voting and investment power over the shares held by three of
the trusts.  Refer to Item 507 of Regulation S-K.

Nevan Elam
AntriaBio, Inc.
October 11, 2017
Page 2
Documents Incorporated by Reference, page 30
2. We note that you are incorporating by reference certain documents filed prior to the
termination of the offering.  Please note that any report filed after the filing date but prior
to effectiveness may only be incorporated through the filing of a pre-effective amendment
that includes a specific reference to such report.  Accordingly, please revise your
registration statement to specifically incorporate the Form 8-K you subsequently filed,
and when filed, the definitive proxy statement.  See Securities Act Forms CD&I 113.05
and Item 12(a)(2) of Form S-1.
General
3. It appears that you are seeking to register this transaction as a resale pursuant to Rule
415(a)(1)(i) of the Securities Act of 1933, as amended. Please provide a detailed legal and
factual analysis of why this should not be characterized as an indirect primary offering. In
this regard, we note that several of your selling shareholders appear to have material
relationships with you and your affiliates, the size of the offering represents a substantial
percentage of your outstanding shares held by non-affiliates, and the short period of time
between the private placement and the filing of this registration statement.  Refer to
CD&I Securities Act Rules 612.09.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at 202-551-3675 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael L. Weiner

CORRESP
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January 17, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

*100 F. Street, N.E.

Washington, D.C. 20549

 Re: AntriaBio, Inc. (the "Company")

Registration Statement on Form S-1

File No. 333-214974

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 2:00PM on January 19, 2017 or as soon thereafter as is practicable.

    Very truly yours,

    ANTRIABIO, INC.

    By:   /s/ Nevan
    Elam

    Name:  Nevan Elam

    Title:    Chief Executive Officer

Mail Stop 4546

 December 22,  2016

Nevan Elam
Chief Executive Officer
AntriaBio, Inc.
1450 Infinite Drive
Louisville, CO 80027

Re: AntriaBio, Inc.
  Registration Statement on Form S-1
Filed  December 8 , 2016
  File No.  333-214974

Dear  Mr. Elam :

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 Jeffrey Gabor at (202) 551 -2544  with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Michael L. Weiner , Esq.
 Dorsey & Whitney LLP

CORRESP
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    antriabio_corresp-07242015.htm

July 23, 2015

Via Electronic Mail and EDGAR

Securities and Exchange Commission

ATTN:  Mr. Jeffrey P. Riedler

100 F Street, NE

Washington, D.C.  20549

Re:
AntriaBio, Inc. – Request for Acceleration

Registration Statement on Form S-1 (SEC File No. 333-204434) filed with the United States Securities and Exchange Commission on May 22, 2015,

as amended on July 7, 2015 and July 22, 2015

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, AntriaBio, Inc., a Delaware corporation (“Antria”), respectfully requests that the United States Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (SEC File No. 333-204434) and to permit said Registration Statement to become effective at 10:00 a.m. EST on July 29, 2015, or as soon thereafter as practicable.

Antria hereby acknowledges that:

●

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

●

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

●

the company may not assert 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.

Please contact the undersigned with any questions with respect to this request.

Very truly yours,

ANTRIABIO, INC.

By:
/s/ Nevan Elam

Name:
Nevan Elam

Title:
Chief Executive Officer

CORRESP
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    antriabio_corresp-07062015.htm

July 7, 2015

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

Attn:  Ms. Tara Keating Brooks,  Mr. Daniel Greenspan and Mr. Jeffery Riedler

Re:

AntriaBio, Inc.

Registration Statement on Form S-1

Filed May 22, 2015

File No. 333-204434

Ladies and Gentlemen:

We are in receipt of the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission’s (the “Commission”) division of corporation finance set forth in your letter dated June 3, 2015 (the “Comment Letter”) regarding the above-referenced filing of AntriaBio, Inc. (the “Company”, “we”, “us”, “our”).  In connection with the above-referenced filing, the Company amended its Registration Statement on Form S-1 (“Amendment No. 1”) to respond to the Staff’s comments set forth in the Comment Letter.

 Set forth below are the Company’s responses to the Comment Letter.  The numbered responses below contain each of the Staff’s comments from the Comment Letter and correspond to the numbered comments contained in the Comment Letter.

Staff Comment

Prospectus Cover Page

1.           Please amend your disclosure on your prospectus cover page, in your Plan of Distribution section, and elsewhere in your registration statement, as applicable, to include a fixed price at which your shares will be sold. Specifically, please include disclosure to the effect that the selling shareholders will sell at a price of $x.xx per share until your shares are quoted in an established public trading market and thereafter at prevailing market prices or privately negotiated prices. Please also discuss the factors that went into the determination of this fixed price. We refer you to Items 501(b)(3) and 505 of Regulation S-K.

U.S. Securities and Exchange Commission

July 7, 2015

Page 2

Company Response

On June 19, 2015, the Company applied for listing on the OTCQB.  The OTCQB approved the Company’s listing with an effective date of July 1, 2015. As a result, our common stock is now traded on the OTCQB.  Since the OTCQB is recognized as a market for purposes of Item 501(b)(3) of Regulation S-K, we believe that the selling shareholders are not required to offer and sell our common stock at a fixed price or within a bona fide price range.  We have updated the prospectus cover page, the plan of distribution and elsewhere in Amendment No. 1, as applicable, to reflect the Company’s OTCQB listing and filed Amendment No. 1 with the SEC via EDGAR.

*   *   *

U.S. Securities and Exchange Commission

July 7, 2015

Page 3

The Company hereby acknowledges that:

●

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

●

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

●

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

If you have any questions regarding this matter, please don’t hesitate to contact the undersigned or the Company’s counsel, Michael L. Weiner, Esq. at (303) 352-1156 or Anthony W. Epps, Esq. at (303) 352-1109.

Thank you very much for your assistance in this matter.

Very truly yours,

ANTRIABIO, INC.

/S/ NEVAN ELAM

Nevan Elam

Chief Executive Officer

cc:

Michael L. Weiner, Esq.

Anthony W. Epps, Esq.

June 3, 2015

Via E -mail
Nevan Elam
Chief Executive Officer
AntriaBio, Inc.
1450 Infinite Drive
Louisville, CO 80027

Re: AntriaBio, Inc.
Registration Statement on Form S-1
Filed May 22, 2015
  File No. 333-204434

Dear Mr. Elam :

We have reviewed your registration statement  and have the following comment.  If you
do not believe this comment applies to your facts and circumstances, please tell us why in your
response.

After reviewing any information you provide in response to this comment, we may have
additional comments.

Prospectus Cover Page

1. Please amend your disclosure on your prospectus cover page, in your Plan of Distribution
section, and elsewhere in your regi stration statement, as applicable, to include a fixed
price at  which your shares will be sold.  Specif ically , please include disclosure to the
effect that the selling sh areholders will sell at a price of $x.xx per share until your shares
are quoted in an established public trading market and thereafter at prevailing market
prices or privately negotiated prices. Please also discuss the factors that went into the
determinat ion of this fixed price. We refer you to Items 501(b)(3) and 505 of Regulation
S-K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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:

Nevan Elam
AntriaBio, Inc.
June 3, 2015
Page 2

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

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

 the company  may not assert 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.

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

Please contact Tara Keating Brooks  at (202) 551 -8336 , Daniel Greenspan at (202) 551 -
3623 or me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Michael  L. Weiner
Dorsey & Whitney LLP

April 8, 2014

Via E -mail
Nevan Elam
Chief Executive Officer
AntriaBio, Inc.
890 Santa Cruz Avenue
Menlo Park , CA 94025

Re: AntriaBio, Inc.
Preliminary  Proxy Statement on Schedule 14C
Filed March 31 , 2014
File No. 000-54495

Dear Mr. Elam :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc:  Via E -mail
Anthony W. Epps
Dorsey & Whitney LLP
1400 Wewatta Street
Suite 400
Denver, CO 80202 -5549

CORRESP
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    antriabio_corresp-04072014.htm

April 7, 2014

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attn:
Jeffrey P. Riedler, Christina De Rosa and

Daniel Greenspan

Re:

AntriaBio, Inc.

Preliminary Information Statement on Schedule 14C

Filed March 31, 2014

File No. 000-54495

Ladies and Gentlemen:

We are in receipt of the comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 7, 2014 (the “Comment Letter”) regarding the above-referenced filing of AntriaBio, Inc. a Delaware corporation (the “Company”).  Set forth below are the Company’s responses to the Comment Letter.  The numbered responses below contain each of the Staff’s comments from the Comment Letter and correspond to the numbered comments contained in the Comment Letter.

Staff Comment

1.           We note your disclosure that, in connection with the Reverse Split, you do not intend to change the number of shares of common stock authorized, resulting in additional authorized but unissued shares that may be issued by your Board of Directors in its discretion. Please disclose whether you currently have, or do not have, any plans with respect to these additional authorized but unissued shares. If such plans exist, please disclose all material information.

Company Response

In response to the Staff’s comment, the Company has filed Amendment No.1 to the Company’s Preliminary Information Statement on Schedule 14C (“Amendment No. 1”).  The Company has added the following sentence to page 4 of Amendment No. 1, “[t]he Company does not have any current plans with respect to these additional authorized but unissued shares of our Common Stock.”

U.S. Securities and Exchange Commission

April 7, 2014

Page 2

*   *   *

The Company hereby acknowledges  that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

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

If you have any questions regarding this matter, please don’t hesitate to contact the undersigned or the Company’s counsel, Michael L. Weiner, Esq. at (303) 352-1156 or Anthony W. Epps, Esq. at (303) 352-1109

Thank you very much for your assistance in this matter.

Very truly yours,

ANTRIABIO, INC.

/S/ NEVAN ELAM

Nevan Elam

Chief Executive Officer

cc:

Michael L. Weiner, Esq.

Anthony W. Epps, Esq.

April 7, 2014

Via E -mail
Nevan Elam
Chief Executive Officer
AntriaBio, Inc.
890 Santa Cruz Avenue
Menlo Park , CA 94025

Re: AntriaBio, Inc.
 Preliminary  Proxy Statement on Schedule 14C
March 31, 2014
File No. 00 0-54495

Dear Mr. Elam :

We have limited our rev iew of your filing to the issue  addressed in the following
comment .

Please respond to this letter by amending your filing 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 filing and the information you provide in
response to our c omment , we may have  additional comments.

Proposal 1
Amendment to the Certificate of Incorporation to Effect a 1 for 6 Reverse Split of the
Company’s Issued and Outstanding Common Stock, page 4

1. We note your disclosure that, in connection w ith the Reverse S plit, you do not intend to
change the number of shares of common stock authorized , resulting in additional
authorized but unissued shares th at may be issued by your Board of Directors in its
discretion .  Please disclose whether you currently have, or do not have, any plans with
respect to the se additional authorized but unissued shares.  If such plans exist, please
disclose all material information.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the  filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

Nevan Elam
AntriaBio , Inc.
April 7, 2014
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the dis closure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact  Christina De Rosa at (202) 551 -3577 , Dan Greenspan at (202) 551 -3623  or
me at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

December 1 9, 2012

Via E -mail
Nickolay Kukekov
Chief Executive Officer
Fits My Style Inc.
305 W. 50th Street, Apt. 25A
New York, NY 10019

Re: Fits My Style, Inc.
  Preliminary Information  Statement  on Schedule 14C
Filed December 3, 2012
File No. 000-54495

Dear Mr. Kukekov :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
        Special Counsel

cc: Via E -Mail
 Anthony W. Epps
 Dorsey & Whitney LLP

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    fitsmystyle-corres_121212.htm

December 13, 2012

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:   Gabriel Eckstein, Staff Attorney

            Maryse Mills-Apenteng, Special  Counsel

Re:

Fits My Style Inc.

Preliminary Information Statement on Schedule 14C

Filed December 3, 2012

File No. 000-54495

Ladies and Gentlemen:

We are in receipt of the comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 11, 2012 (the “Comment Letter”) regarding the above-referenced filing of Fits My Style Inc., a Nevada corporation (the “Company”).  Set forth below are the Company’s responses to the Comment Letter.  The numbered responses below contain each of the Staff’s comments from the Comment Letter and correspond to the numbered comments contained in the Comment Letter.

Staff Comment

1.           You disclose the benefits available to you and your officers and directors from your proposed reincorporation into Delaware. Please provide balancing disclosure regarding the negative effects, such as any disadvantages and burdens on shareholders, as a result of the reincorporation.

Company Response

In response to the Staff’s comment, the Company has filed Amendment No.1 to the Company’s Preliminary Information Statement on Schedule 14C (“Amendment No. 1”).  The Company has added disclosure on page 8 of Amendment No.1 summarizing the potential negative effects on the Company’s stockholders of the Company’s proposed reincorporation into Delaware.

U.S. Securities and Exchange Commission

December 13, 2012

Page 2

Staff Comment

2.           Please revise the disclosure in this and the following section to provide a comparison of the material changes between your old and new articles of incorporation and bylaws before and after the change in domicile. In addition, to the extent the provisions in the new articles or bylaws do not merely reflect the default result of Delaware statutes, please provide clear and unambiguous disclosure to this effect. For instance, if provisions of your new articles and bylaws reflect elections that offer management greater flexibility or impose greater burdens on shareholders, this should be disclosed.

Company Response

In response to the Staff’s comment, the Company has added disclosure beginning on page 16 of Amendment No.1 comparing the material changes between the Company’s old and new articles of incorporation and bylaws before and after the change in domicile.

*   *   *

The Company hereby acknowledges  that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

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

If you have any questions regarding this matter, please don’t hesitate to contact the undersigned or the Company’s counsel, Michael L. Weiner, Esq. at (303) 352-1156 or Anthony W. Epps, Esq. at (303) 352-1109.

U.S. Securities and Exchange Commission

December 13, 2012

Page 3

Thank you very much for your assistance in this matter.

Very truly yours,

FITS MY STYLE INC.

/S/ NICKOLAY KUKEKOV

Nickolay Kukekov

Chief Executive Officer

cc:

Michael L. Weiner, Esq.

Anthony W. Epps, Esq.

December 11 , 2012

Via U.S. Mail
Nickolay Kukekov
Chief Executive Officer
Fits My Style Inc.
305 W. 50th Street, Apt. 25A
New York, NY 10019

Re: Fits My Style, Inc.
  Preliminary Information  Statement  on Schedule 14C
Filed December 3, 2012
File No. 000-54495

Dear Mr. Kukekov :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

Corporate Action #2 :  Change in Our State of Incorporation from Nevada to De laware

Principal Reasons for Reincorporation Under Delaware Law, page 3

1. You disclose the benefits available to you and your officers and directors from your
proposed reincorp oration into Delaware.  Please provide balancing disclosure regarding
the negative effects, such as any disadvantages and burdens on shareholders , as a result of
the reincorporation.

Changes to the Articles of Incorporation, page 13

2. Please revise the disc losure in this and the following section to provide a comparison of
the material changes between your old and new articles of incorporation and bylaws
before and after the change in domicile .  In addition, t o the extent the provisions in the
new articles or bylaws do not merely reflect  the default result of Delaware statutes, please

Nickolay Kukekov
Fits My Style Inc.
December 11, 2012
Page 2

 provide clear and unambiguous disclosure to this effect .  For instance, if provisions of
your new artic les and bylaws reflect elect ions that offer management greater flexibility or
impose greater burdens on shareholders , this should be d isclosed.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicabl e Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please direct any  questions or comments to Gabriel Eckstein, Staff Attorney, at
(202)  551-3286 or, in his  absence, to the undersigned at (202) 551 -3457.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
        Special Counsel

CORRESP
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    Unassociated Document

Fits My Style Inc.

9A Yadin Igal St

Ra’anana

Israel 43582

August 11, 2011

BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:  Evan Jacobson, Attorney-Advisor

Re: Fits My Style Inc.

Registration Statement on Form S-1

Filed on June 14, 2011, as amended July 20, August 8, 2011 and August 11, 2011

File Number 333-174892

Dear Mr. Jacobson:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), Fits My Style Inc. (the “Company”) hereby requests that the Registration Statement described above (the “Registration Statement”) be accelerated so that it will become effective at 9:30 a.m. on Friday, August 12, 2011, or as soon as practicable thereafter.  In connection with such request, the undersigned, being all of the officers and directors of the Company, hereby acknowledge the following:

1.           Should the Securities and Exchange Commission (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.

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

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

Should you have any questions regarding this matter, please do not hesitate to call David Lubin, Esq., counsel for the Company, (516) 887-8200, facsimile (516) 887-8250, email address david@dlubinassociates.com.

Thank you for your attention to this matter.

Very truly yours,

FITS MY STYLE INC.

By:

/s/ Nir Bar

Nir Bar, President, Principal Executive Officer,

Treasurer, Principal Financial Officer,

Principal Accounting Officer and Director

By:

/s/Guy Turnowski

Director

CORRESP
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David Lubin & Associates, PLLC

10 Union Avenue, Suite 5

Lynbrook, New York 11563

Telephone: (516) 887-8200

Facsimile: (516) 887-8250

August 11, 2011

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.W.

Washington, D.C. 20549-0406

Attention: Evan S. Jacobson, Attorney-Advisor

Re: Fits My Style Inc.

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

Filed August 8, 2011

File No. 333-174892

Dear Mr. Jacobson:

Fits My Style Inc. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") Amendment No. 3 to the registration statement on Form S-1 (the "Amended Registration Statement") in response to the Commission's comments, dated August 10, 2011, with reference to the Company's registration statement on Form S-1 filed with the Commission on June 14, 2011, as amended on July 20, 2100 and August 8, 2011 (the “Amended Registration Statement”).

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

General

1.           If you do not anticipate requesting effectiveness on or prior to August 12, 2011, please note the updating requirements of Rule 8-08 of Regulation S-X.

Response:  The Company anticipates requesting effectiveness on or prior to August 12, 2011.

2.           We reissue prior comment 1 in part; as previously requested, please revise your disclosure in the Prospectus Summary and Business sections to clarify that your product will not be able to be fully marketed until after completion of the beta version.

Response:  The disclosure in the Prospectus Summary and Business sections on pages 3 and 17, respectively, has been revised to clarify that the Company’s product will not be able to be fully marketed until after completion of the beta version.

Risk Factors

“The costs to meet our reporting and other requirements as a public company…,”page 10

3.           We reissue prior comment 2 in part. Your disclosure still states that you “intend” to register a class of securities under Section 12 of the Exchange Act, which means that you retain discretion not to file a registration statement under the Exchange Act.  Please revise the prospectus to affirmatively state that you “will” file an Exchange Act registration statement promptly upon effectiveness of the Form S-1, or include relevant risk factor disclosure describing the material risks to potential investors if you choose not to file an Exchange Act registration statement.

Response:  The prospectus has been revised on page 10 to affirmatively state that the Company will file an Exchange Act registration statement promptly upon effectiveness of the Form S-1

The Company acknowledges that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; do not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and that it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please address any further questions or comments to the undersigned at the above-referenced telephone and fax numbers. Thank you very much.

Very truly yours,

/s/David Lubin

David Lubin

cc: Nir Bar

August 10, 2011
 Via Email

 Nir Bar President
Fits My Style Inc.
9A Yadin Igal St. Ra'anana, Israel 43582
Re: Fits My Style Inc.
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed August 8, 2011
  File No. 333-174892

Dear Mr. Bar:

 We have reviewed your letter dated Augus t 8, 2011 and the above-referenced filing, and
have the following comments.  Where prior comme nts are referenced, they refer to our letter
dated August 5, 2011.

General

 1. If you do not anticipate requesting effec tiveness on or prior to August 12, 2011, please
note the updating require ments of Rule 8-08 of Regulation S-X.
 Prospectus Summary

 Business, page 3

 2. We reissue prior comment 1 in part; as previously requested, please revise your
disclosure in the Prospectus Summary and Bu siness sections to clar ify that your product
will not be able to be fully marketed until after completion of the beta version.
 Risk Factors

 “The costs to meet our reporting and other requirements as a public company…,” page 10

 3. We reissue prior comment 2 in part.  Your di sclosure still states that you “intend” to
register a class of securities  under Section 12 of the Exchange Act, which means that you
retain the discretion not to f ile a registration statement under the Exchange Act.  Please
revise the prospectus to affirmatively st ate that you “will” file an Exchange Act
registration statement promptly upon effectiven ess of the Form S-1, or include relevant

Nir Bar Fits My Style Inc.  August 10, 2011 Page 2

 risk factor disclosure describing the material  risks to potential inve stors if you choose not
to file an Exchange Act registration statement.  You may contact Joyce Sween ey, Staff Accountant, at  (202) 551-3449 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Evan Jacobson, Attorney-Advisor, at (202) 551- 3428 or me at (202) 551-3462 with any other
questions.
Sincerely,
   /s/ Mark P. Shuman
Mark P. Shuman Branch Chief – Legal
 cc: Via Email

David Lubin, Esq. David Lubin & Associates, PLLC

August 5, 2011
 Via Email

 Nir Bar President
Fits My Style Inc.
9A Yadin Igal St. Ra'anana, Israel 43582
Re: Fits My Style Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed July 20, 2011
  File No. 333-174892

Dear Mr. Bar:

 We have reviewed your letter dated July 20, 2011 and the above-referenced filing, and have the following comments.  Where prior comme nts are referenced, they refer to our letter
dated July 11, 2011.

Prospectus Summary

 Business, page 3

 1. We note your response to prior comments 2 and 9.  Please revise your disclosure in the
Prospectus Summary and Busi ness sections to clarify that the “Proof-of-Concept”
website will include the minimum functionality needed to display your concept, and that
your product will not be able to be fully ma rketed until after completion of the beta
version.  In addition, revise these sections and MD&A to disclose your estimated time
frame for completing the beta version.
 Risk Factors, page 5

 2. Notwithstanding your responses to prior comm ents 4 and 6, you retain the discretion not
to file a registration statemen t under the Exchange Act.  Please revise the prospectus to
disclose how soon following effectiveness of th e Form S-1 you plan to file an Exchange
Act registration statement.  If you choose not to  affirmatively state in  the prospectus that
you will file an Exchange Act registration st atement promptly upon effectiveness of the
Form S-1, tell us the basis for your conclusion that your discretion to refrain from making
such a filing does not pose a material risk to investors.

Nir Bar Fits My Style Inc.  August 5, 2011 Page 2

 Management

 Directors and Executive Officers, page 24

 3. You state that Mr. Turnowski is directly responsible for “major” parts of the bank’s
activity.  Please revise to  provide context for this statement, or delete.

Certain Relationships and Re lated Transactions, page 26

 4. We reissue prior comment 12 in part; please revise to disclose who represented the
company in negotiating the agreement w ith beIT Visual Communications Ltd.
 Where You Can Find More Information, page 27

 5. Notwithstanding your responses to prior commen ts 4 and 6, either file an Exchange Act
registration statement prior to the effective date of your Fo rm S-1, or revise the first
sentence of the second paragraph of this se ction.  You will not become a fully reporting
company until you have an Exchange Act regist ration statement on file when the current
S-1 is declared effective, or you file a subs equent Exchange Act registration statement
that becomes effective.

You may contact Joyce Sween ey, Staff Accountant, at  (202) 551-3449 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Evan Jacobson, Attorney-Advisor, at (202) 551- 3428 or me at (202) 551-3462 with any other
questions.
Sincerely,
   /s/ Mark P. Shuman
Mark P. Shuman Branch Chief – Legal
 cc: Via Email

David Lubin, Esq. David Lubin & Associates, PLLC

CORRESP
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filename1.htm

    Unassociated Document

David Lubin & Associates, PLLC

10 Union Avenue, Suite 5

Lynbrook, New York 11563

Telephone: (516) 887-8200

Facsimile: (516) 887-8250

July 20, 2011

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.W.

Washington, D.C. 20549-0406

Attention: Evan S. Jacobson, Attorney-Advisor

Re: Fits My Style Inc.

Registration Statement on Form S-1

Filed June 14, 2011

File No. 333-174892

Dear Mr. Jacobson:

Fits My Style Inc. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") Amendment No. 1 to the registration statement on Form S-1 (the "Amended Registration Statement") in response to the Commission's comments, dated July 11, 2011 (the "Comment Letter"), with reference to the Company's registration statement on Form S-1 (the "Registration Statement") filed with the Commission on June 14, 2011.

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

General

1. Please move your financial statements so that they are included in your prospectus and follow the section of Part I of your registration statement titled “Where You Can Find More Information.”

Response: The financial statements have been moved to follow the section entitled “Where You Can Find More Information” in Part I.

Prospectus Summary

Business, page 3

2. Please revise to briefly describe the timeline for the development of your business, the associated costs, and the uncertainties as to whether you will succeed in those efforts. Revise the discussion of your product’s intended features to clearly indicate that such product features are based on your current expectations.

Response:  Disclosure has been revised to describe the timeline for the development of the Company’s business, the associated costs, and the uncertainties of success in those efforts. In addition, the discussion of the Company’s products has also been revised to clearly indicate that intended product features are based on current expectations.

Summary Financial Information, page 4

3. In the table on page 4, and in the antepenultimate sentence of the second risk factor on page 5, you state that you were formed on July 26, 2011. Please revise to accurately reflect your July 26, 2010 formation date.

Response: The referenced disclosure has been revised to reflect the Company’s July 26, 2010 formation date.

Risk Factors, page 5

4. If you do not intend to register a class of securities under Section 12 of the Exchange Act, please include a risk factor that informs potential investors that you will be not be a fully reporting company and will only comply with the limited reporting requirements imposed on Section 15(d) registrants. Briefly explain how those reports vary from the reporting obligations imposed on Section 12 registrants.

Response: As indicated by the last risk factor, the Company intends to register a class of securities under Section 12 of the Exchange Act and to be a fully reporting public company. Accordingly, the Company does not believe that an additional risk factor is applicable.

“We are exposed to the whims of industry,” page 6

5. This risk factor states that a major part of your core development relies on a technology developed by a third party vendor with whom you have no contract. This appears to be the only disclosure regarding this issue in your registration statement; the remainder of the registration statement suggests that the entire development of your product will be outsourced to beIT Visual Communications Ltd., which is controlled by your president, pursuant to the agreement filed as Exhibit 10.2. Please revise or advise.

Response: The risk factor has been revised to emphasize that the third party technology is planned to be used in the public release version and not in the “proof-of-concept” website which is being developed by beIT Visual Communications Ltd.

“The costs to meet our reporting and other requirements as a public company…,” page 10

6. This risk factor refers to the costs and expenses you will incur “if” you become a public entity. Please revise to clearly state that after your registration statement is declared effective, you will become a public company.

Response: The risk factor has been revised to clearly state that upon effectiveness of the registration statement the Company will become a public company and intends to register  its stock under Section 12 of the Exchange Act.

Selling Shareholders, page 11

7. The tabular disclosure on page 12 states that Dor Evron will continue to have a 1.6% ownership stake in your company, despite owning no shares after completion of the offering. Please revise or explain.

Response: The percentage of total shares issued and outstanding after the offering column has been revised to delete the 1.6% with respect to Dor Evron as all of Mr. Evron’s shares are being registered.

Description of Capital Stock, page 15

8. We note your statement that the “description of [y]our capital stock is intended as a summary only and is qualified in its entirety by reference to [y]our charter and by-laws included as exhibits to [y]our registration statement on Form S-1 filed with the SEC and to Nevada law.” You are required to provide a materially complete description and investors are entitled to rely upon such disclosure. Please revise the statement to indicate that the summaries provided are materially complete. We will not object if you suggest that investors see the exhibits for the complete terms of the agreements.

Response: The disclosure has been revised to indicate that a description of the material terms of the Company’s capital stock is provided.

Business, page 17

9. Please revise your disclosure throughout this section to disclose and reflect that you are currently working on the alpha version of your product. For example, instead of stating that the web service you are currently developing “can be integrated” into an existing vendor’s online catalog, and the smart phone application “will have the same functionality” as the website, state that you are currently designing your product with the hopes of achieving these results.

Response: The disclosure has been revised to disclose that the Company is currently working on the alpha version of its product and to state that the Company hopes to achieve the desired results from its development efforts.

Management

Directors and Executive Officers, page 24

10. Please disclose the name of the “large international bank” where Mr. Turnowski currently works. See Item 401(e)(1) of Regulation S-K.

Response: The disclosure has been revised to state Mr. Turnowski’s position with Dexia SA.

Executive Compensation, page 26

11. Footnote one states that you “have no employment or consulting agreement with Mr. Bar.” Please explain how this is consistent with the terms of the web site design consultation agreement between you and beIT Visual Communications Ltd., or revise your disclosure throughout this section accordingly. See Item 402(a)(2) of Regulation S-K.

Response: The footnote has been revised to state that the Company does not have an employment agreement with Mr. Bar but is a party to a consulting agreement with beIT Visual Communications Ltd., an affiliate of Mr. Bar.

Certain Relationships and Related Transactions, page 26

12. Please revise to include a more detailed description of the material terms of your agreement with beIT Visual Communications Ltd., including, without limitation, the term of the agreement, any payments that have been made, and how the agreement was negotiated. See Item 404(a)(6) of Regulation S-K.

Response: The disclosure has been revised to provide a more detailed description of the material terms of the agreement, including  payments made to date and how the agreement was negotiated.

Recent Sales of Unregistered Securities, page II-1

13. For each unregistered offering, please revise to briefly state the facts relied upon to make the referenced exemption available. See Item 701(d) of Regulation S-K.

Response:  The disclosure has been revised to include the facts relied upon for the availability of the exemption referenced.

Undertakings, page II-2

14. Undertaking 6 appears to be identical to undertaking 4. Please revise.

Response: Undertaking 6 has been deleted.

The Company acknowledges that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; do not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and that it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please address any further questions or comments to the undersigned at the above-referenced telephone and fax numbers. Thank you very much.

Very truly yours,

/s/David Lubin

David Lubin

cc: Nir Bar

July 11, 2011
 Via Email

 Nir Bar President
Fits My Style Inc.
9A Yadin Igal St. Ra'anana, Israel 43582
Re: Fits My Style Inc.
  Registration Statement on Form S-1
Filed June 14, 2011
  File No. 333-174892

Dear Mr. Bar:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
  Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

 1. Please move your financial statements so that  they are included in your prospectus and
follow the section of Part I of your regist ration statement titled “Where You Can Find
More Information.”
Prospectus Summary, page 3

 Business, page 3

 2. Please revise to briefly describe the timelin e for the development of your business, the
associated costs, and the uncertainties as to  whether you will succeed in those efforts.
Revise the discussion of your product’s intended features to clearly indicate that such
product features are based on your curre nt expectations.

Nir Bar Fits My Style Inc.  July 11, 2011 Page 2

Summary Financial Information, page 4

 3. In the table on page 4, and in the antepenulti mate sentence of the second risk factor on
page 5, you state that you were formed on Ju ly 26, 2011.  Please revise to accurately
reflect your July 26, 2010 formation date.
Risk Factors, page 5

 4. If you do not intend to register a class of secu rities under Section 12 of the Exchange Act,
please include a risk factor that informs poten tial investors that you will be not be a fully
reporting company and will only comply with the limited reporting requirements imposed
on Section 15(d) registrants.  Briefly explai n how those reports vary  from the reporting
obligations imposed on Sec tion 12 registrants.

“We are exposed to the whims of industry,” page 6

 5. This risk factor states that a major part of your core development relies on a technology
developed by a third party vendor with whom you have no contract.  This appears to be
the only disclosure regarding this issue in your registration statement; the remainder of
the registration statement suggests that the entire development of your product will be
outsourced to beIT Visual Co mmunications Ltd., which is co ntrolled by your president,
pursuant to the agreement filed as Exhi bit 10.2.  Please revise  or advise.

“The costs to meet our reporting and other requirements as a public company…,” page 10

 6. This risk factor refers to the costs and expenses you will incur “if” you become a public
entity.  Please revise to clea rly state that after your regi stration statement is declared
effective, you will become a public company.
Selling Shareholders, page 11

 7. The tabular disclosure on page 12 states th at Dor Evron will continue to have a 1.6%
ownership stake in your company, despite ow ning no shares after completion of the
offering.  Please revi se or explain.

Description of Capital Stock, page 15

 8. We note your statement that the “description of [y]our capital stock is intended as a
summary only and is qualified in its entirety by reference to  [y]our charter and by-laws
included as exhibits to [y]our registration statement on Form S-1 filed with the SEC and
to Nevada law.”  You are required to provi de a materially complete description and
investors are entitled to rely upon such disclosu re.  Please revise the statement to indicate
that the summaries provided are materially complete.  We will not object if you suggest
that investors see the exhibits for th e complete terms of the agreements.

Nir Bar Fits My Style Inc.  July 11, 2011 Page 3

Business, page 17

 9. Please revise your disclosure throughout this section to disclose and reflect that you are
currently working on the alpha version of your product.  For example, instead of stating
that the web service you are currently devel oping “can be integrated” into an existing
vendor’s online catalog, and the smart phone application “will have the same
functionality” as the website, state that you are currently designing your product with the
hopes of achieving these results.
Management

 Directors and Executive Officers, page 24

 10. Please disclose the name of the “large inte rnational bank” where Mr. Turnowski currently
works.  See Item 401(e)(1) of Regulation S-K.
Executive Compensation, page 26

 11. Footnote one states that you “have no empl oyment or consulting agreement with Mr.
Bar.”  Please explain how this is consiste nt with the terms of the web site design
consultation agreement between you and beIT  Visual Communications Ltd., or revise
your disclosure throughout this secti on accordingly.  See Item 402(a)(2) of
Regulation S-K.
Certain Relationships and Re lated Transactions, page 26

 12. Please revise to include a more detailed description of the material terms of your
agreement with beIT Visual Communications  Ltd., including, without limitation, the term
of the agreement, any payments that have been made, and how the agreement was negotiated.  See Item 404(a )(6) of Regulation S-K.

Recent Sales of Unregister ed Securities, page II-1

 13. For each unregistered offering, please revise to  briefly state the facts relied upon to make
the referenced exemption available.  See Item 701(d) of Regulation S-K.
 Undertakings, page II-2

 14. Undertaking 6 appears to be identica l to undertaking 4.  Please revise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Nir Bar Fits My Style Inc.  July 11, 2011 Page 4

 possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:

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

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

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Joyce Sween ey, Staff Accountant, at  (202) 551-3449 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3428 with any other questions.  If you thereafter re quire further assistance, you may
contact the Assistant Di rector, Barbara Jacobs, at (202) 551-3735.

Sincerely,
   /s/ Evan S. Jacobson
Evan S. Jacobson Attorney-Advisor
 cc: Via Email

David Lubin, Esq. David Lubin & Associates, PLLC