SecProbe.io

CORRESP
 1
 filename1.htm

 Qualification Request

 SOFTWARE EFFECTIVE SOLUTIONS, INC.
 6500 River Place Blvd, Building 7, Suite 250
 Austin, Texas 78730

 June 5, 2025

 VIA EDGAR

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

 Re: Software Effective Solutions, Corp.
 Offering Statement on Form 1-A (the “Offering Statement”)
 File No. 024-12 591

 Dear Ms. Barone:

 On behalf of the Company, I respectfully request that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Friday, June 6, 2025, at 3:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

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

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

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

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

 Very truly yours,

 /s / Jose Gabriel Diaz
 Jose Gabriel Diaz
 Chief Executive Officer
 Software Effective Solutions, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Juan Gabriel Diaz
Chief Executive Officer
Software Effective Solutions, Corp.
6500 River Place Boulevard
Building 7, Suite 250
Austin, Nevada 78730

 Re: Software Effective Solutions, Corp.
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed May 19, 2025
 File No. 024-12591
Dear Juan Gabriel Diaz:

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

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

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our May 8, 2025
letter.

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

1. Regulation A requires that you use the upper end of your price range to
disclose the
 aggregate offering amount of this offering. Refer to Rule 253(b)(2) of
Regulation A
 (but note that the midpoint is used in Part I, Item 4 of Form 1-A).
Please revise
 throughout your offering statement to ensure that you are consistent
with your
 disclosure of the maximum offering amount. In particular, please revise
the tabular
 disclosure on the cover page to clearly disclose the maximum primary and
resale
 offering amounts as opposed to using a range. When fixing the maximum
volume,
 please use the upper end of your price range in each instance.
Additionally, please
 revise the table to include a separate additional line that discloses
the total aggregate
 May 22, 2025
Page 2

 offering amount, which should include both the primary and resale maximum
 amounts.
2. We note your response to prior comment 2, as well as your revised
disclosure that
 contemplates a volume range between 14,646,667 and 47,500,000 resale
securities.
 We reissue the comment in part. Please revise throughout the offering
statement,
 including the cover page, to fix the resale volume at the maximum number
of
 securities that the selling securityholders may offer, which appears to
be 47,500,000
 according to your disclosure. Refer to Rule 253(b)(4). Additionally,
revise to
 reconcile with your cover page disclosure, which states that you are
offering up to
 47,000,000 Shares of Common Stock Offered by Selling Shareholders.
Last,
 consider explaining by footnote how you are calculating the maximum
volume of
 securities and whether you are accounting for the interest on the Subject
Convertible
 Notes.
3. We note your disclosure on page 15 that [t]o the extent the Subject
Convertible
 Notes are not converted into Conversion Shares, all unissued Conversion
Shares
 would be available for sale by us hereunder, as well as your
disclosure on page 12
 that, [s]hould we become obligated to issue a significant number of
Conversion
 Shares, our inability to offer and sell such issued Offered Shares for
cash could have a
 negative effect on our business and operating results. Please remove
these
 statements or tell us why the shares underlying the Subject Convertible
Notes would
 be available for offer and sale by you.
4. Clarify whether and how the company and Jose Gabriel D az will
determine, and
 investors will know, if shares are being acquired from the company or the
Selling
 Shareholders.
5. Your disclosure indicates the minimum purchase requirement solely applies
to the
 Company Offered Shares. Please provide your analysis as to whether such
condition
 impermissibly delays the offering of the Company Offered Shares, or
revise to clarify
 that the minimum purchase requirements applies to all shares in the
offering. Refer to
 Rule 251(d)(3)(i)(F) of Regulation A.
 Please contact Alexandra Barone at 202-551-8816 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Eric Newlan, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Juan Gabriel Diaz
Chief Executive Officer
Software Effective Solutions, Corp.
6500 River Place Boulevard
Building 7, Suite 250
Austin, Nevada 78730

 Re: Software Effective Solutions, Corp.
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed April 28, 2025
 File No. 024-12591
Dear Juan Gabriel Diaz:

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

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

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our March 31,
2025 letter.

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

1. We note your response to prior comment 1, as well as your revised
disclosure that
 contemplates both a primary offering of Offered Shares and a secondary
offering of
 the shares of common stock underlying the Subject Convertible Note.
However, your
 disclosure continues to state that the principal amount convertible
notes (the Subject
 Convertible Notes ) will, by their terms, be eligible for conversion
into Offered
 Shares. Please revise to reconcile this inconsistency, as your
disclosure throughout
 the offering statement does not appear to indicate that the 500,000,000
Offered Shares
 include the resale shares offered by your selling shareholders.
 May 8, 2025
Page 2
2. We note your revised disclosure that you intend to file a supplement
to this Offering
 Circular pursuant to Rule 253(g)(2), wherein the exact number of Offered
Shares
 issued in payment of the Subject Convertible Notes to be offered by the
Selling
 Shareholders in this offering will be disclosed. Please revise to
state the volume of
 securities to be offered for resale, and have counsel revise the Exhibit
12.1 legality
 opinion to cover the shares to be offered for resale. Refer to Rule
253(b)(4) of
 Regulation A and Item 17(12) of Form 1-A.

 Please contact Alexandra Barone at 202-551-8816 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Eric Newlan, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Juan Gabriel Diaz
Chief Executive Officer
Software Effective Solutions, Corp.
6500 River Place Boulevard
Building 7, Suite 250
Austin, Nevada 78730

 Re: Software Effective Solutions, Corp.
 Offering Statement on Form 1-A
 Filed March 19, 2025
 File No. 024-12591
Dear Juan Gabriel Diaz:

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

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

Offering Statement on Form 1-A
General

1. Please advise how the Subject Convertible Notes are convertible into
Offered Shares.
 Securities Act Rule 251(d)(3)(i)(F) is only available for issuances of
securities after an
 offering statement has been qualified. Given that the Subject
Convertible Notes are
 presently exercisable and your offering statement is not yet qualified,
it appears that
 Regulation A is not available for conversion of such securities. Please
refer to
 Securities Act Sections Compliance and Disclosure Interpretations 139.01
and 134.03.
2. We note that it is not permissible to qualify shares underlying notes
that have not yet
 been issued. Please revise to remove from the offering any shares
underlying
 convertible notes that have not yet been issued.
 March 31, 2025
Page 2

 We will consider qualifying your offering statement at your request.
In connection
with your request, please confirm in writing that at least one state has
advised you that it is
prepared to qualify or register your offering. If a participant in your
offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us
that it has no
objections to the compensation arrangements prior to qualification.

 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 Alexandra Barone at 202-551-8816 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Eric Newlan, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Qualification Request

SOFTWARE EFFECTIVE SOLUTIONS, INC.

6500 River Place Blvd, Building 7,

Suite 250

Austin, Texas 78730

March 18, 2024

VIA EDGAR

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:Software Effective Solutions, Corp.

Offering Statement on Form 1-A

Filed March 11, 2024

File No. 024-12408

Ladies and Gentlemen:

On behalf of the Company, I respectfully request that the qualification date of the Offering Statement on Form 1-A be accelerated and be declared qualified Wednesday, March 20, 2024, at 4:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents that the Offering Statement on Form 1-A will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”), and acknowledges the following:

-should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

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

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

Very truly yours,

/s/ Jose Gabriel Diaz

Jose Gabriel Diaz

Chief Executive Officer

Software Effective Solutions, Inc.

United States securities and exchange commission logo
March 18, 2024
Jose Gabriel Diaz
Chief Executive Officer
Software Effective Solutions, Corp.
6500 River Place Blvd, Building 7, Suite 250
Austin, TX 78730
Re:Software Effective Solutions, Corp.
Offering Statement on Form 1-A
Filed March 11, 2024
File No. 024-12408
Dear Jose Gabriel Diaz:
            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 Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Eric Newlan

CORRESP
1
filename1.htm

Qualification Request

Software Effective Solutions, Corp.

 6500 River Place Blvd, Building 7

Suite 250

Austin, TX 78730

September 26, 2022

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:Alexandra Barone

Jan Woo

Re: Software Effective Solutions, Corp.

Amendment No. 1 to

Offering Statement on Form 1-A

Filed September 16, 2022

File No. 024-11961

Dear Sir or Madam:

Software Effective Solutions, Corp. (the “Registrant”) hereby requests acceleration of the qualification date of its Offering Statement on Form 1-A/A (File No. 024-11961) (the “Offering Statement”), so that it may be qualified at 4:00 p.m. Eastern Daylight Time on September 26, 2022, or as soon as practicable thereafter. The offering covered by the Offering Statement has been qualified in the State of Colorado.

The Registrant hereby authorizes Matthew McMurdo, Esq. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

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

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

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

We request that we be notified of such qualification by a telephone call to Matthew McMurdo at (917) 318-2865. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Offering Statement be sent to Matthew McMurdo at matt@nannaronelaw.com.

Very truly yours,

/s/ Jose Gabriel Diaz

Jose Gabriel Diaz

CORRESP
1
filename1.htm

Software Effective Solutions, Corp.

 6500 River Place Blvd, Building 7

Suite 250

Austin, TX 78730

September 22, 2022

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:Alexandra Barone

Jan Woo

Re: Software Effective Solutions, Corp.

Amendment No. 1 to

Offering Statement on Form 1-A

Filed September 16, 2022

File No. 024-11961

Dear Sir or Madam:

Software Effective Solutions, Corp.(the “Registrant”) hereby requests acceleration of the qualification date of its Offering Statement on Form 1-A/A (File No. 024-11961) (the “Offering Statement”), so that it may be qualified at 4:00 p.m. Eastern Daylight Time on September 26, 2022, or as soon as practicable thereafter.

The Registrant hereby authorizes Matthew McMurdo, Esq. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

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

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

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

We request that we be notified of such qualification by a telephone call to Matthew McMurdo at (917) 318-2865. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Offering Statement be sent to Matthew McMurdo at matt@nannaronelaw.com.

Very truly yours,

/s/ Jose Gabriel Diaz

Jose Gabriel Diaz

CORRESP
1
filename1.htm

Software Effective Solutions, Corp.

 6500 River Place Blvd, Building 7

Suite 250

Austin, TX 78730

September 21, 2022

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:Alexandra Barone

Jan Woo

Re: Software Effective Solutions, Corp.

Amendment No. 1 to

Offering Statement on Form 1-A

Filed September 16, 2022

File No. 024-11961

Dear Sir or Madam:

Software Effective Solutions, Corp. (the “Company”) is hereby responding to your recent review letter addressed to Jose Gabriel Diaz, Chief Executive Officer of the Company, dated September 21, 2022 (the “SEC Letter”). This response letter addresses the concern you have expressed. The following numbered response correspond to the comment number in the SEC Letter.

Offering Statement on Form 1-A

General

1. For purposes of establishing your eligibility to conduct an offering under Regulation A, please clarify whether Jose Gabriel Diaz, the company’s Chief Executive Officer and Chief Operating Officer, is the company’s sole officer and director and that he “direct[s], control[s] and coordinate[s] the issuer’s activities from the United States.” Refer to Securities Act Rule 251(b) and the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretation 182.03, available on our website at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

We hereby confirm that Jose Gabriel Diaz directs, controls, and coordinates all of the Company’s activities from the United States. He lives in and is a resident of the State of Texas. We also hereby confirm that he is the issuer’s sole officer and director.

1

Please direct your correspondence regarding this matter to the undersigned.

Very truly yours,

/s/ Jose Gabriel Diaz

Jose Gabriel Diaz

2

United States securities and exchange commission logo
September 21, 2022
Jose Gabriel Diaz
Chief Executive Officer
Software Effective Solutions, Corp.
6500 River Place Blvd, Building 7, Suite 250
Austin, TX 78730
Re:Software Effective Solutions, Corp.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed September 16, 2022
File No. 024-11961
Dear Mr. Diaz:
            We have reviewed your amended offering statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this comment, we may have additional comments.
Offering Statement on Form 1-A
General
1.For purposes of establishing your eligibility to conduct an offering under Regulation A,
please clarify whether Jose Gabriel Diaz, the company's Chief Executive Officer and
Chief Operating Officer, is the company's sole officer and director and that he "direct[s],
control[s] and coordinate[s] the issuer’s activities from the United States." Refer to
Securities Act Rule 251(b) and the guidance set forth in Securities Act Rules Compliance
and Disclosure Interpretation 182.03, available on our website at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

 FirstName LastNameJose Gabriel Diaz
 Comapany NameSoftware Effective Solutions, Corp.
 September 21, 2022 Page 2
 FirstName LastName
Jose Gabriel Diaz
Software Effective Solutions, Corp.
September 21, 2022
Page 2
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 at with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Matthew McMurdo, Esq.

CORRESP
1
filename1.htm

Software Effective Solutions, Corp.

 6500 River Place Blvd, Building 7

Suite 250

Austin, TX 78730

September 16, 2022

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:Alexandra Barone

Jan Woo

Re: Software Effective Solutions, Corp.

Offering Statement on Form 1-A

Filed August 11, 2022

File No. 024-11961

Dear Sir or Madam:

Software Effective Solutions, Corp. (the “Company”) is filing amendment number 1 (the “Amendment”) to the Offering Statement on Form 1-A (the “Offering Statement”) in response to your recent review letter addressed to Jose Gabriel Diaz, Chief Executive Officer of the Company, dated August 16, 2022 (the “SEC Letter”). This response letter, along with the amended Offering Statement, addresses the concern you have expressed. The following numbered response correspond to the comment number in the SEC Letter.

Offering Statement on Form 1-A

General

1. Please tell us how you determined that your principal place of business is in the United States or Canada for purposes of establishing your eligibility to conduct an offering under Regulation A. Refer to Securities Act Rule 251(b). For example, please see the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretation 182.03, available on our website at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

The Company believes that its principal place of business is the United States, as its current focus is on the cannabis software aspect of the business, which is based in the United States and regulated by the United States. We have updated the Offering Statement to reflect current emphasis on the software aspect of the business, including the implementation and deployment of the software. The farming aspect of the business shall be roiled into the software work when it is more developed and its products are ready for sale in the United States.

1

Please direct your correspondence regarding this matter to the undersigned.

Very truly yours,

/s/ Jose Gabriel Diaz

Jose Gabriel Diaz

2

United States securities and exchange commission logo
August 16, 2022
Jose Gabriel Diaz
Chief Executive Officer
Software Effective Solutions, Corp.
6500 River Place Blvd, Building 7, Suite 250
Austin, TX 78730
Re:Software Effective Solutions, Corp.
Offering Statement on Form 1-A
Filed August 11, 2022
File No. 024-11961
Dear Mr. Diaz:
             We have reviewed your offering statement and have the following comment.  In sour
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this comment, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please tell us how you determined that your principal place of business is in the United
States or Canada for purposes of establishing your eligibility to conduct an offering under
Regulation A. Refer to Securities Act Rule 251(b). For example, please see the guidance
set forth in Securities Act Rules Compliance and Disclosure Interpretation 182.03,
available on our website at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.

 FirstName LastNameJose Gabriel Diaz
 Comapany NameSoftware Effective Solutions, Corp.
 August 16, 2022 Page 2
 FirstName LastName
Jose Gabriel Diaz
Software Effective Solutions, Corp.
August 16, 2022
Page 2
            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 Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 at with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Matthew McMurdo, Esq.