SecProbe.io

CORRESP
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 BANCROFT CAPITAL, LLC

 501 Office Center Drive, Suite 130

 Fort Washington, PA 19034

 August 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Chris Edwards

 Re: Synergy CHC Corp.

 Registration Statement on Form S-1

 File No. 333-289645

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: Monday, August 25, 2025

 Requested Time:	4:30 p.m., Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), we, as representative of the underwriters of the proposed public
offering of shares of the common stock of Synergy CHC Corp. (the "Company"), hereby join the Company's request that
the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern
Time, on August 25, 2025, or as soon thereafter as possible.

 Pursuant to Rule 460 under the Securities Act,
we hereby advise that we will distribute as many copies of the proposed form of preliminary prospectus as appears to be reasonable to
secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 BANCROFT CAPITAL, LLC

 By:
 /s/ Jason Diamond

 Name:
 Jason Diamond

 Title:
 Head of Investment Banking

CORRESP
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 Synergy CHC Corp.

 865 Spring Street

 Westbrook, Maine 04092

 August 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, DC 20549

 Attention: Chris Edwards

 Re:
 Synergy CHC Corp. (the "Company")

 Registration Statement on Form S-1

 (File No. 333-289645) (the "Registration Statement")

 Ladies and Gentlemen,

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:30 p.m. on Monday, August 25, 2025, or as soon thereafter as practicable.

 Should you have any questions
concerning this request, please contact our counsel, W. David Mannheim at Nelson Mullins Riley & Scarborough LLP at (919) 329-3804.

 [Signature page follows]

 865 Spring Street, Westbrook, Maine 04092 ●
Tel: (207) 321-2350

 Very truly yours,

 Synergy CHC Corp.

 By:
 /s/ Jack Ross

 Name:
 Jack Ross

 Title:
 Chief Executive Officer

 [Signature Page to Acceleration Request Letter]

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

Jack Ross
Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, Maine 04092

 Re: Synergy CHC Corp.
 Draft Registration Statement on Form S-1
 Submitted May 5, 2025
 CIK No. 0001562733
Dear Jack Ross:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. 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: Michael K. Bradshaw, Jr.
</TEXT>
</DOCUMENT>

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Roth Capital Markets, LLC

888 San Clemente Drive

Newport Beach, CA 92660

October 21, 2024

VIA EDGAR

Ms. Tamika Sheppard

Mr. Joe McCann

Ms. Tracie Mariner

Ms. Vanessa Robertson

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Synergy CHC Corp. (the “Company”)

    File No. 333-280556

    Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Roth Capital Markets, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Tuesday, October 22, 2024
at 4:30 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through October 21, 2024, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated October 15, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

ROTH CAPITAL MARKETS, LLC

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    President & Head of Investment Banking

CORRESP
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Synergy CHC Corp.

October 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Attention:
    Tamika Sheppard

    Joe McCann

    Re:

    Synergy CHC Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-280556) (the “Registration Statement”)

Ladies and Gentlemen,

The Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration
Statement will become effective as of 4:30 p.m. on Tuesday, October 22, 2024, or as soon thereafter as practicable.

Should you have any questions concerning this request,
please contact our counsel, W. David Mannheim at Nelson Mullins Riley & Scarborough LLP at (919) 329-3804.

[Signature page follows]

865 Spring Street, Westbrook, Maine 04092 ●
Tel: (902) 237-1220

    Very truly yours,

    Synergy CHC Corp.

    By:
    /s/ Jack Ross

    Name:
    Jack Ross

    Title:
    Chief Executive Officer

[Signature Page to Acceleration Request Letter]

CORRESP
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Synergy CHC Corp.

865 Spring Street

Westbrook, Maine 04092

(207) 321-2350

October 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Tamika Sheppard

   Joe McCann

    Re:
    Synergy CHC Corp.

    Registration Statement on Form S-1

    (File No. 333-280556) (the “Registration Statement”)

Ladies and Gentlemen:

On October 18, 2024, Synergy CHC
Corp. (the “Company”) submitted a request pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, to
accelerate the effectiveness of the above-referenced Registration Statement so that such Registration Statement would become effective
as of 4:30 p.m., Eastern Time, on Monday, October 21, 2024, or as soon thereafter as practicable.

The Company hereby withdraws that
request and requests that acceleration of effectiveness of the Registration Statement not occur until the Company and the representative
of the underwriters submit new requests for acceleration at a time to be determined.

    Very truly yours,

    Synergy CHC Corp.

    By:
    /s/ Jack Ross

    Name:
    Jack Ross

    Title:
    Chief Executive Officer

CORRESP
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Roth Capital Markets, LLC

888 San Clemente Drive

Newport Beach, CA 92660

October 18, 2024

VIA EDGAR

Ms. Tamika Sheppard

Mr. Joe McCann

Ms. Tracie Mariner

Ms. Vanessa Robertson

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Synergy CHC Corp. (the “Company”)

    File No. 333-280556

    Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Roth Capital
Markets, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of
the above-captioned Registration Statement be accelerated so as to permit it to become effective on Monday, October 21, 2024 at 4:30 p.m.,
Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you
that, through October 18, 2024, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated October
15, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

ROTH CAPITAL MARKETS, LLC

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    President & Head of Investment Banking

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Synergy CHC Corp.

October 18, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

  Attention:
  Tamika Sheppard

  Joe McCann

    Re:

    Synergy CHC Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-280556) (the “Registration Statement”)

Ladies and Gentlemen,

The Company hereby requests, pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement
will become effective as of 4:30 p.m. on Monday, October 21, 2024, or as soon thereafter as practicable.

Should you have any questions concerning this
request, please contact our counsel, W. David Mannheim at Nelson Mullins Riley & Scarborough LLP at (919) 329-3804.

[Signature page follows]

865 Spring Street, Westbrook, Maine 04092 ● Tel:
(902) 237-1220

    Very truly yours,

    Synergy CHC Corp.

    By:
    /s/ Jack Ross

    Name:
    Jack Ross

    Title:
    Chief Executive Officer

[Signature Page to Acceleration Request Letter]

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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    W. David Mannheim

    T: 919.329.3804

    david.mannheim@nelsonmullins.com

    301 Hillsborough Street, Suite 1400

    Raleigh, NC 27603

    T: 919.329.3800 F: 919.329.3799

    nelsonmullins.com

October 15, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Tracie Mariner

    Vanessa Robertson

    Tamika Sheppard

    Joe McCann

    RE:
    Synergy CHC Corp.

    Amendment No. 6 to Registration Statement on Form S-1

    Filed October 10, 2024

    File No. 333-280556

Ladies and Gentlemen:

On behalf of Synergy CHC Corp. (the “Company”),
we are hereby responding to the letter dated October 11, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amendment No. 6 to Registration Statement on Form S-1 filed on October 10, 2024 (the “Registration Statement”). In
response to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment
No. 7 to the Registration Statement (the “Amended Registration Statement”) with the Commission today. The numbered
paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Amendment No. 6 to Registration Statement on Form S-1

Certain Relationships and Related Party Transactions, page 72

    1.
    We refer to your disclosure on page 72 concerning transactions conducted pursuant to your Sales and Marketing Consultant and Distribution Agreement with Kenek Brands. Please revise to clarify the reason(s) why the balance owing to Kenek Brands increased from $1,181,222 at June 30, 2024 to $2,760,159 at October 10, 2024.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 72 of the Amended Registration Statement.

*****

If you have any additional questions regarding any of our responses
or the Amended Registration Statement, please do not hesitate to contact David Mannheim at (919) 329-3804.

    Very truly yours,

    /s/ W. David Mannheim

    W. David Mannheim

    cc:
    Mike Bradshaw, Nelson Mullins Riley & Scarborough LLP

    Jack Ross, Chief Executive Officer, Synergy CHC Corp.

October 11, 2024
Jack Ross
Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092
Re:Synergy CHC Corp.
Amendment No. 6 to Registration Statement on Form S-1
Filed October 10, 2024
File No. 333-280556
Dear Jack Ross:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration 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 registration 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 September 13,
2024 letter.
Amendment No. 6 to Registration Statement on Form S-1
Certain Relationships and Related Party Transactions, page 72
1.We refer to your disclosure on page 72 concerning transactions conducted pursuant to
your Sales and Marketing Consultant and Distribution Agreement with Kenek
Brands. Please revise to clarify the reason(s) why the balance owing to Kenek Brands
increased from $1,181,222 at June 30, 2024 to $2,760,159 at October 10, 2024.

October 11, 2024
Page 2
            Please contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mike Bradshaw

CORRESP
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Synergy CHC Corp.

865 Spring Street

Westbrook, Maine 04092

(207) 321-2350

October 1, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

 Attention: Tamika Sheppard

Joe McCann

 Re: Synergy CHC Corp.

Registration Statement on Form S-1

(File No. 333-280556) (the “Registration
Statement”)

Ladies and Gentlemen:

On September 30, 2024, Synergy
CHC Corp. (the “Company”) submitted a request pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
to accelerate the effectiveness of the above-referenced Registration Statement so that such Registration Statement would become effective
as of 4:30 p.m., Eastern Time, on Wednesday, October 2, 2024, or as soon thereafter as practicable.

The Company hereby withdraws
that request and requests that acceleration of effectiveness of the Registration Statement not occur until the Company and the representative
of the underwriters submit new requests for acceleration at a time to be determined.

    Very truly yours,

    Synergy CHC Corp.

    By:
    /s/ Jack Ross

    Name:
    Jack Ross

    Title:
    Chief Executive Officer

CORRESP
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Roth
Capital Markets, LLC

888 San Clemente Drive

Newport Beach, CA 92660

September
30, 2024

VIA
EDGAR

Ms.
Tamika Sheppard

Mr.
Joe McCann

Ms.
Tracie Mariner

Ms.
Vanessa Robertson

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Synergy
    CHC Corp. (the “Company”)

    File
    No. 333-280556

    Registration
    Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Roth Capital Markets, LLC, as representative of the underwriters of the offering, hereby
joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit
it to become effective on Wednesday, October 2, 2024 at 4:30 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through September 26, 2024, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated September 16, 2024, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature
Page Follows]

Very
truly yours,

ROTH
CAPITAL MARKETS, LLC

    By:

    /s/
    Aaron M. Gurewitz

    Name:

    Aaron
M. Gurewitz

    Title:
    President
    & Head of Investment Banking

CORRESP
1
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Synergy
CHC Corp.

September
30, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Tamika Sheppard

   Joe
McCann

    Re:
    Synergy
    CHC Corp. (the “Company”)

    Registration Statement on Form S-1

    (File
    No. 333-280556) (the “Registration Statement”)

Ladies
and Gentlemen,

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. on Wednesday, October 2, 2024,
or as soon thereafter as practicable.

Should
you have any questions concerning this request, please contact our counsel, W. David Mannheim at Nelson Mullins Riley & Scarborough
LLP at (919) 329-3804.

[Signature
page follows]

865
Spring Street, Westbrook, Maine 04092 ●   Tel: (615) 939-9004

    Very truly yours,

    Synergy CHC Corp.

    By:
    /s/
    Jack Ross

    Name:
    Jack
    Ross

    Title:
    Chief
    Executive Officer

[Signature
Page to Acceleration Request Letter]

CORRESP
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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    W. David Mannheim

    T: 919.329.3804

    david.mannheim@nelsonmullins.com

    301 Hillsborough Street, Suite 1400

    Raleigh, NC 27603

    T: 919.329.3800 F: 919.329.3799

    nelsonmullins.com

September 16, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Tracie Mariner

    Vanessa Robertson

    Tamika Sheppard

    Joe McCann

    RE:
    Synergy CHC Corp.

    Amendment No. 4 to Registration Statement on Form S-1

    Filed September 9, 2024

    File No. 333-280556

Ladies and Gentlemen:

On behalf of Synergy CHC Corp. (the “Company”),
we are hereby responding to the letter dated September 13, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amendment No. 4 to Registration Statement on Form S-1 filed on September 9, 2024 (the “Registration Statement”). In
response to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment
No. 5 to the Registration Statement (the “Amended Registration Statement”) with the Commission today. The numbered
paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Amendment No. 4 to Form S-1

Prospectus Summary

1-for-11.9 Reverse Stock Split, page 8

 1. We note your disclosure stating that prior to the effective
date of the registration statement, you will effect a 1-for-11.9 reverse stock split. If the reverse stock split occurs prior to the
effectiveness of the registration statement, please address the following points:

 ● Revise
your historical financial statements, as well as share information appearing elsewhere in your filing, to reflect the reverse stock split,
in accordance with ASC 260-10-55-12 and ASC 505-10-S99-4 (SAB Topic 4.C).

 ● Expand
the disclosure in Note 16 to your interim financial statements concerning subsequent events to describe the reverse stock split.

 ● Obtain
an updated audit report and consent from your independent auditor reflecting the impact of the reverse stock split.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that the reverse stock split has occurred, and therefore, the Company has revised its reverse stock split
disclosures throughout the Amended Registration Statement, including in share and per share information and in the historical financial
statements.

Capitalization, page 32

 2. Please
revise the description of the Common stock line item to clarify that the 9,553,704 shares are as adjusted.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 32 of the Amended Registration Statement.

*****

If you have any additional questions regarding any of our responses
or the Amended Registration Statement, please do not hesitate to contact David Mannheim at (919) 329-3804.

    Very truly yours,

    /s/ W. David Mannheim

    W. David Mannheim

    cc:
    Mike Bradshaw, Nelson Mullins Riley & Scarborough LLP

    Jack Ross, Chief Executive Officer, Synergy CHC Corp.

September 13, 2024
Jack Ross
Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092
Re:Synergy CHC Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed September 9, 2024
File No. 333-280556
Dear Jack Ross:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration 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 August 27, 2024 letter.
Amendment No. 4 to Form S-1
Prospectus Summary
1-for-11.9 Reverse Stock Split, page 8
We note your disclosure stating that prior to the effective date of the registration
statement, you will effect a 1-for-11.9 reverse stock split. If the reverse stock split occurs
prior to the effectiveness of the registration statement, please address the following points:

•Revise your historical financial statements, as well as share information appearing
elsewhere in your filing, to reflect the reverse stock split, in accordance with ASC
260-10-55-12 and ASC 505-10-S99-4 (SAB Topic 4.C).
•Expand the disclosure in Note 16 to your interim financial statements
concerning subsequent events to describe the reverse stock split.
Obtain an updated audit report and consent from your independent auditor reflecting •1.

September 13, 2024
Page 2
the impact of the reverse stock split.
Capitalization, page 32
2.Please revise the description of the Common stock line item to clarify that the 9,553,704
shares are as adjusted.
            Please contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mike Bradshaw

CORRESP
1
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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    W. David Mannheim

    T: 919.329.3804

    david.mannheim@nelsonmullins.com

    301 Hillsborough Street, Suite 1400

    Raleigh, NC 27603

    T: 919.329.3800 F: 919.329.3799

    nelsonmullins.com

August 28, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Tracie Mariner

    Vanessa Robertson

    Tamika Sheppard

    Joe McCann

    RE:
    Synergy CHC Corp.

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

    Filed August 14, 2024

    File No. 333-280556

Ladies and Gentlemen:

On behalf of Synergy CHC Corp. (the “Company”),
we are hereby responding to the letter dated August 27, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amendment No. 2 to Registration Statement on Form S-1 filed on August 14, 2024 (the “Registration Statement”). In response
to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 3 to
the Registration Statement (the “Amended Registration Statement”) with the Commission today. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

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

Certain Relationships and Related Party Transactions, page 72

 1. We note your revised disclosures in response to prior
comment 6. Please revise to disclose whether there are default terms in place, including any rights and remedies in the event you do
not receive payment in full on or before the repayment date.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 73 of the Amended Registration Statement.

*****

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact David Mannheim at (919) 329-3804.

    Very truly yours,

    /s/ W. David Mannheim

    W. David Mannheim

    cc:
    Mike Bradshaw, Nelson Mullins Riley & Scarborough LLP

    Jack Ross, Chief Executive Officer, Synergy CHC Corp.

August 27, 2024
Jack Ross
Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092
Re:Synergy CHC Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 14, 2024
File No. 333-280556
Dear Jack Ross:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration 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 registration 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 August 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Certain Relationships and Related Party Transactions, page 72
1.We note your revised disclosures in response to prior comment 6. Please revise to disclose
whether there are default terms in place, including any rights and remedies in the event
you do not receive payment in full on or before the repayment date.

August 27, 2024
Page 2
            Please contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mike Bradshaw

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    W. David Mannheim

    T: 919.329.3804

    david.mannheim@nelsonmullins.com

    301 Hillsborough Street, Suite 1400

    Raleigh, NC 27603

    T: 919.329.3800 F: 919.329.3799

    nelsonmullins.com

August 13, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Tracie Mariner

    Vanessa Robertson

    Tamika Sheppard

    Joe McCann

    RE:
    Synergy CHC Corp.

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

    Filed July 29, 2024

    File No. 333-280556

Ladies and Gentlemen:

On behalf of Synergy CHC Corp. (the “Company”),
we are hereby responding to the letter dated August 8, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amendment No. 1 to Registration Statement on Form S-1 filed on July 29, 2024 (the “Registration Statement”). In response
to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 2 to
the Registration Statement (the “Amended Registration Statement”) with the Commission today. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Amendment No. 1 to Form S-1

Our Company, page 1

    1.
    We note your revised disclosures in response to prior comment 10. To the extent that you use the “clinically-tested” language in the opening paragraph it should be clarified that this test was not a clinical trial conducted pursuant to an FDA-approved IND application.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 1 and throughout the Amended Registration Statement to clarify
that the test was not a clinical trial conducted pursuant to an FDA-approved IND application.

Summary, page 1

    2.
    With reference to prior comments 4 and 12, please revise the Summary, where appropriate, to disclose the amount of debt that comes due in FY2024 and FY2025 and indicate whether the company currently has plans to meet these obligations.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 2 and 42 of the Amended Registration Statement to provide the
amount of debt that comes due in FY2024 and FY2025, and to indicate the Company’s plans to meet these obligations.

Relationships with Knight Therapeutics, page 6

    3.
    We note your revised disclosure in response to prior comment 5. Please further revise to highlight the existence of financial and operating covenants, including the requirement that Knight approve your quarterly and annual operating budget prior to implementation.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 7 and 40 of the Amended Registration Statement to highlight
the existence of the covenants, including the requirement that Knight approve the Company’s quarterly and annual operating budget
prior to implementation.

Use of Proceeds, page 29

    4.
    We note your revised disclosure in response to prior comment 11. As revised, it appears that you currently do not have any specific plans for allocating the offering proceeds. If so, then please provide the disclosure required by the second sentence of Regulation S-K, Item 504. In light of your debt obligations, please also revise the Summary to highlight the lack of current specific plans for the proceeds.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 1 and 30 of the Amended Registration Statement to highlight
the lack of current specific plans for the offering proceeds.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations for the Years Ended December 31, 2023 and
December 31, 2022

Revenue, page 36

    5.
    We have read your response to prior comment 14 and note you expanded the disclosure in your Business section to include FOCUSfactor revenue in fiscal years ended December 31, 2023 and 2022. As requested in our prior comment, please revise your results of operations disclosure to break out the amount of net revenue by brand for all periods presented. In addition to your disclosure of revenue by category in MD&A on pages 35 and 36, your disclosure should also include the revenue generated in each period by the FOCUSfactor brand and the Flat Tummy brand, separately.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 36 and 37 of the Amended Registration Statement to present separately
the revenue generated by FOCUSfactor and Flat Tummy for all periods presented.

Certain Relationships and Related Party Transactions, page 72

    6.
    We note your revised disclosures in response to prior comment 19. Please revise to explain what the BoomBod transactions were so it is clear what a “pass through and allocation of expenses” is and why BoomBod owes the funds to you. Clarify whether BoomBod is contractually obligated to make these payments to you by the end of the year and whether any interest is owed on the debt. File as exhibits the relevant agreements governing the obligations. Also, revise the prospectus, where applicable, to explain whether you are relying upon repayment of the outstanding balance to fund your operations and/or meet your near-term debt obligations. In addition, revise the disclosure on page 59 to discuss Mr. Ross’s role at BoomBod or advise.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 73 of the Amended Registration Statement to clarify the nature
and terms of the obligation, and has filed the accompanying promissory note as an exhibit to the Amended Registration Statement. Further,
the Company has revised page 42 of the Amended Registration Statement to explain that it is not relying upon repayment of the outstanding
balance to fund its operations or meet its near-term debt obligations. In addition, the Company has also revised the disclosure on page
61 to discuss Mr. Ross’ role at BoomBod.

*****

    2

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact David Mannheim at (919) 329-3804.

    Very truly yours,

    /s/ W. David Mannheim

    W. David Mannheim

    cc:
    Mike Bradshaw, Nelson Mullins Riley & Scarborough LLP

    Jack Ross, Chief Executive Officer, Synergy CHC Corp.

3

August 8, 2024
Jack Ross
Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092
Re:Synergy CHC Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 29, 2024
File No. 333-280556
Dear Jack Ross:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration 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 [Month day, year] letter.
Amendment No. 1 to Form S-1
Our Company, page 1
1.We note your revised disclosures in response to prior comment 10. To the extent that you
use the "clinically-tested" language in the opening paragraph it should be clarified that
this test was not a clinical trial conducted pursuant to an FDA-approved IND application.
Summary, page 1
2.With reference to prior comments 4 and 12, please revise the Summary, where
appropriate, to disclose the amount of debt that comes due in FY2024 and FY2025 and
indicate whether the company currently has plans to meet these obligations.
Relationships with Knight Therapeutics, page 6
We note your revised disclosure in response to prior comment 5. Please further revise to 3.

August 8, 2024
Page 2
highlight the existence of financial and operating covenants, including the requirement
that Knight approve your quarterly and annual operating budget prior to implementation.
Use of Proceeds, page 29
4.We note your revised disclosure in response to prior comment 11. As revised, it appears
that you currently do not have any specific plans for allocating the offering proceeds. If
so, then please provide the disclosure required by the second sentence of Regulation S-K,
Item 504. In light of your debt obligations, please also revise the Summary to
highlight the lack of current specific plans for the proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended December 31, 2023 and December 31, 2022
Revenue, page 36
5.We have read your response to prior comment 14 and note you expanded the disclosure in
your Business section to include FOCUSfactor revenue in fiscal years ended December
31, 2023 and 2022. As requested in our prior comment, please revise your results of
operations disclosure to break out the amount of net revenue by brand for all periods
presented. In addition to your disclosure of revenue by category in MD&A on pages
35 and 36, your disclosure should also include the revenue generated in each period by the
FOCUSfactor brand and the Flat Tummy brand, separately.
Certain Relationships and Related Party Transactions, page 72
6.We note your revised disclosures in response to prior comment 19. Please revise to
explain what the BoomBod transactions were so it is clear what a "pass through and
allocation of expenses" is and why BoomBod owes the funds to you.  Clarify whether
BoomBod is contractually obligated to make these payments to you by the end of the year
and whether any interest is owed on the debt.  File as exhibits the relevant agreements
governing the obligations. Also, revise the prospectus, where applicable, to explain
whether you are relying upon repayment of the outstanding balance to fund your
operations and/or meet your near-term debt obligations. In addition, revise the disclosure
on page 59 to discuss Mr. Ross's role at BoomBod or advise.
            Please contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mike Bradshaw

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    W. David Mannheim

    T: 919.329.3804

    david.mannheim@nelsonmullins.com

    301 Hillsborough Street, Suite 1400

    Raleigh, NC 27603

    T: 919.329.3800 F: 919.329.3799

    nelsonmullins.com

July 29, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Tracie Mariner

    Vanessa Robertson

    Tamika Sheppard

    Joe McCann

    RE:
    Synergy CHC Corp.

    Registration Statement on Form S-1

    Filed June 28, 2024

    File No. 333-280556

Ladies and Gentlemen:

On behalf of Synergy CHC Corp. (the “Company”),
we are hereby responding to the letter dated July 25, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Registration Statement on Form S-1 filed on June 28, 2024 (the “Registration Statement”). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”) with the Commission today. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Registration Statement on Form S-1 filed June 28, 2024

Cover Page

 1. With reference to your disclosure on page 73, please revise to indicate whether your “principal stockholders” are
your officers and directors or a different group.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and page 17 of the Amended Registration Statement.

Overview, page 1

 2. Please revise the second paragraph to avoid the implication that you have paid off this debt and that you are no longer highly
levered.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 1 and 46 of the Amended Registration Statement.

 3. Please revise to explain the term “SKU” at first use.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 1 of the Amended Registration Statement.

 4. Please revise the fifth paragraph of the section to highlight the working capital deficit that is disclosed on page F-12.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 1 of the Amended Registration Statement.

 5. Please revise to highlight your debt obligations to Knight as well as the nature of your relationship with this party. With
reference to the disclosure on pages F-20 and F-21, disclose that Knight now must approve your operating budgets. Also, explain, as applicable,
whether the June 2024 amendment to your Loan Agreement is a reason that you are conducting this public offering at this time.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has provided additional disclosure on page 6 of the Amended Registration Statement. The Sixth Amendment
to the Loan Agreement with Knight is not the reason that the Company is conducting the public offering at this time; the Company has been
seeking an initial public offering since late 2021.

Our Brands, page 1

 6. Please revise to disclose when the Texas trial was conducted and the number of clubs.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 2 and 47 of the Amended Registration Statement.

 7. We note your disclosure concerning Zion Research and Euromonitor. Revise to disclose when these market assessments and projections
were made and the relevant timeframe for the 3-year CAGR figure. Also, please tell us whether you commissioned any of the third-party
reports or data cited in the prospectus.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 2 and 47 of the Amended Registration Statement. The Company
did not commission any of the third-party reports or data cited in the prospectus.

 8. In light of your disclosures at the bottom of page 2, the six non-core brands do not appear to be key aspects of the offering
that should be highlighted in the Summary presentation. Please revise or advise. Refer to the Instruction to Regulation S-K, Item 503(a).
With reference to the disclosure on page 55, also tell us, and revise where applicable, to indicate: (i) whether the Neuragen and UrgentRx
products will be regulated as pharmaceutical drugs as opposed to supplements, and (ii) what your basis is for identifying Neuragen as
an “effective” treatment.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 2 and 47 of the Amended Registration Statement to remove the
non-core brands from the “Summary” section and to remove claims of effectiveness of Neuragen. Further, the Company has revised
its disclosure on page 53 to include information about regulatory matters applicable to Neuragen and UrgentRx.

    2

 9. We note your disclosure indicating that the patent provides you with a competitive advantage. With reference to your disclosure
on page 57, please revise to provide balance and context to this disclosure by explaining that the patent expires in April 2025.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 1, 2, 4, 34, 46, 48 and 53 of the Amended Registration Statement
to de-emphasize the patent, given its near-term expiration.

Results Backed by Independent Study for FOCUSfactor, page 4

 10. Please revise the disclosure in the first paragraph to explain, if true, that FDA has not reviewed this study or evaluated these
performance claims.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 4 and 48 of the Amended Registration Statement.

Use of Proceeds, page 29

 11. Please revise to explain the amount intended to be allocated to each purpose. As an example, disclose the amount intended for
“advertising.” Also, explain what “supporting organic growth” encompasses so it is clear how it differs from “general
corporate purposes.”

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that the Company has modified its intended use of proceeds, and as such has revised the related disclosure
on pages 1, 5, 8, 29, 43, 46 and 49 of the Amended Registration Statement.

 12. In light of your disclosure on pages F-20 and F-21, please tell us whether any of the offering proceeds are intended to repay
outstanding debts or obligations owed to Knight or Shopify.

Response: None of the offering proceeds are intended
to repay outstanding debts or obligations owed to Knight or Shopify.

 13. We refer to your disclosure on page 1 regarding potential near-term acquisitions of other businesses. Please provide the disclosures
required pursuant to Instruction 6 of Regulation S-K, Item 504.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it does not currently anticipate, nor is it seeking, potential near-term acquisitions of other businesses,
and as such, has revised its disclosure on pages 1, 5, 8, 29, 43, 46 and 49 of the Amended Registration Statement.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Results of Operations for the Years Ended December 31, 2023 and December 31, 2022 Revenue, page 36

 14. We note that you break out the amount of net revenue for the FOCUSfactor brand for the three months ended March 31, 2024 in
the Business section on pages 46 and 48. Please revise your results of operations disclosure to break out the amount of net revenue by
brand for all periods presented.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 1 and 46 of the Amended Registration Statement.

    3

Liquidity and Capital Resources, page 38

 15. We note your disclosures indicating that you have $20,000,000 available for certain future acquisitions under your credit facility
with Knight. Please revise to disclose whether there are material limitations to your ability to access this funding. In this regard,
we note that the June 2024 amendment indicates that Knight must approve your operating budget and that Knight is seeking for you to repay
$12.4 million from existing loans in the next two years.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has removed the reference on page 38 of the Amended Registration Statement to reflect that the Company’s
ability to access this funding would need to be approved by Knight and is therefore limited.

Liquidity, page 38

 16. Please expand your disclosures of short- and long-term borrowings to state whether you are in compliance with all of the terms,
conditions, and covenants associated with your loan agreements.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 40 of the Amended Registration Statement.

Management, page 59

 17. We note that Jack Ross is also the CEO of two other entities. Please revise to clarify how he allocates his time across these
three entities.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 59 of the Amended Registration Statement.

Certain Relationships and Related Party Transactions, page 71

 18. We refer to your disclosure on page 72 concerning your transactions with BoomBod Ltd. Please revise to disclose the nature of
the expenses and reimbursements. With reference to your balance sheet, discuss the timing for repayment of this loan.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 72 of the Amended Registration Statement.

General

 19. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act,
that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Response: In response to this comment, we hereby confirm
on behalf of the Company that, as of the date of this letter, no written communications have been presented to potential investors in
reliance on Section 5(d) of the Securities Act. On behalf of the Company, we hereby undertake to provide you with copies of such written
communications to the extent they are generated and used in connection with this offering.

*****

    4

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact David Mannheim at (919) 329-3804.

    Very truly yours,

    /s/ W. David Mannheim

    W. David Mannheim

    cc:
    Mike Bradshaw, Nelson Mullins Riley & Scarborough LLP

    Jack Ross, Chief Executive Officer, Synergy CHC Corp.

5

July 25, 2024
Jack Ross
Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092
Re:Synergy CHC Corp.
Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280556
Dear Jack Ross:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 28, 2024
Cover Page
1.With reference to your disclosure on page 73, please revise to indicate whether your
"principal stockholders" are your officers and directors or a different group.
Overview, page 1
2.Please revise the second paragraph to avoid the implication that you have paid off this
debt and that you are no longer highly levered.
3.Please revise to explain the term “SKU” at first use.
4.Please revise the fifth paragraph of the section to highlight the working capital deficit that
is disclosed on page F-12.
Please revise to highlight your debt obligations to Knight as well as the nature of your
relationship with this party. With reference to the disclosure on pages F-20 and F-21,
disclose that Knight now must approve your operating budgets. Also, explain, as 5.

July 25, 2024
Page 2
applicable, whether the June 2024 amendment to your Loan Agreement is a reason that
you are conducting this public offering at this time.
Our Brands, page 1
6.Please revise to disclose when the Texas trial was conducted and the number of clubs.
7.We note your disclosure concerning Zion Research and Euromonitor. Revise to disclose
when these market assessments and projections were made and the relevant timeframe for
the 3-year CAGR figure. Also, please tell us whether you commissioned any of the third-
party reports or data cited in the prospectus.
8.In light of your disclosures at the bottom of page 2, the six non-core brands do not appear
to be key aspects of the offering that should be highlighted in the Summary presentation.
Please revise or advise. Refer to the Instruction to Regulation S-K, Item 503(a). With
reference to the disclosure on page 55, also tell us, and revise where applicable, to
indicate: (i) whether the Neuragen and UrgentRx products will be regulated as
pharmaceutical drugs as opposed to supplements, and (ii) what your basis is for
identifying Neuragen as an "effective" treatment.
9.We note your disclosure indicating that the patent provides you with a competitive
advantage. With reference to your disclosure on page 57, please revise to provide balance
and context to this disclosure by explaining that the patent expires in April 2025
Results Backed by Independent Study for FOCUSfactor, page 4
10.Please revise the disclosure in the first paragraph to explain, if true, that FDA has not
reviewed this study or evaluated these performance claims.
Use of Proceeds, page 29
11.Please revise to explain the amount intended to be allocated to each purpose.  As an
example, disclose the amount intended for “advertising.”  Also, explain what “supporting
organic growth” encompasses so it is clear how it differs from “general corporate
purposes.”
12.In light of your disclosure on pages F-20 and F-21, please tell us whether any of the
offering proceeds are intended to repay outstanding debts or obligations owed to Knight
or Shopify.
13.We refer to your disclosure on page 1 regarding potential near-term acquisitions of other
businesses.  Please provide the disclosures required pursuant to Instruction 6 of
Regulation S-K, Item 504.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended December 31, 2023 and December 31, 2022
Revenue, page 36
14.We note that you break out the amount of net revenue for the FOCUSfactor brand for the
three months ended March 31, 2024 in the Business section on pages 46 and 48. Please
revise your results of operations disclosure to break out the amount of net revenue by
brand for all periods presented.

July 25, 2024
Page 3
Liquidity and Capital Resources, page 38
15.We note your disclosures indicating that you have $20,000,000 available for certain future
acquisitions under your credit facility with Knight. Please revise to disclose whether there
are material limitations to your ability to access this funding. In this regard, we note that
the June 2024 amendment indicates that Knight must approve your operating budget and
that Knight is seeking for you to repay $12.4 million from existing loans in the next two
years.
Liquidity, page 38
16.Please expand your disclosures of short- and long-term borrowings to state whether you
are in compliance with all of the terms, conditions, and covenants associated with
your loan agreements.
Management, page 59
17.We note that Jack Ross is also the CEO of two other entities. Please revise to clarify how
he allocates his time across these three entities.
Certain Relationships and Related Party Transactions, page 71
18.We refer to your disclosure on page 72 concerning your transactions with BoomBod Ltd.
Please revise to disclose the nature of the expenses and reimbursements. With reference to
your balance sheet, discuss the timing for repayment of this loan.
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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.

July 25, 2024
Page 4

            Please contact Tracie Mariner at 202-551-3744 or Vanessa Robertson at 202-551-3649 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mike Bradshaw

Mail Stop 4546
November 9, 2016

Jack Ross
President and Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092

Re: Synergy CHC Corp.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 30, 2016
File No. 000 -55098

Dear Mr. Ross:

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  W. David Mannheim, Esq.
Wyrick Robbins Yates & Ponton LLP

CORRESP
1
filename1.htm

    Wyrick
    Robbins Yates & Ponton LLP

    ATTORNEYS
    AT LAW

    4101
    Lake Boone Trail, Suite 300, Raleigh, NC 27607

    PO
    Drawer 17803, Raleigh, NC 27619

    P:
    919.781.4000 F: 919.781.4865 www.wyrick.com

November
8, 2016

VIA
EMAIL: PAIKI@SEC.GOV

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare and Insurance

100
F Street N.E.

Washington,
DC 20549

    Attention:

    Ms.
    Suzanne Hayes

    Ms.
    Irene Paik

    Re:

    Synergy
    CHC Corp.

    Form
    10-K for Fiscal Year Ended December 31, 2015

    Filed
    March 30, 2016

    File
    No. 000-55098

We
write this letter on behalf of our client Synergy CHC Corp. (“Synergy”) in response to the comments of the Staff of
the Securities and Exchange Commission with respect to the above-captioned 10-K, as set forth in the Staff’s letter dated
November 8, 2016.

1.
Synergy confirms that they will revise future results of operations disclosures, as applicable, to identify individual product
acquisitions that have materially impacted results of operations for the fiscal year and quantify those amounts separately.

Thank
you.

Wryrick
Robbins Yates & Ponton LLP

Mail Stop 4546

November 8, 2016

Jack Ross
President  and Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME  04092

Re: Synergy CHC Corp.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March  30, 2016
File No. 000-55098

Dear Mr. Ross :

We have reviewed your October 12, 2016 response  and have the following comment.
Please respond to this comment  within ten busine ss days by providing the requested information
or advis e us as soon as possible when you will respond.  If you do not believe our 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.

Results of Operations for the Years ended December 31, 2015 and December 31, 2014, page 9

1. We refer to your response to prior comment five.  Based on the notes to your financials
contained on page F -27, it appears that your draft results of operations disclosure woul d
aggregate material product acquisitions under a single “product category” and therefore
not separately identify and quantify the FY2015 revenue increases resulting from your
two material product introductions.  Accordingly, please confirm that you will revise
future results of operations disclosures, as applicable, to identify individual product
acquisitions that have materially impacted results of operations for the fiscal year and
quantify those amounts separately .  Refer to Item 303(a)(3)(iii) of Regu lation S -K.

Jack Ross
Synergy CHC Corp.
November 8, 2016
Page 2

 Please contact Irene Paik at (202) 551 -6553 or Joseph McCann at (202) 55 1-6262 with
any questions .

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  W. David Mannheim , Esq.
 Wyrick Robbins Yates &  Ponton LLP

CORRESP
1
filename1.htm

October
12, 2016

VIA
EMAIL: PAIKI@SEC.GOV

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare and Insurance

100
F Street N.E.

Washington,
DC 20549

    Attention:

    Ms.
    Suzanne Hayes

    Ms.
    Irene Paik

    Re:

    Synergy
    CHC Corp.

    Form
    10-K for Fiscal Year Ended December 31, 2015

    Filed
    March 30, 2016

    File
    No. 000-55098

We
write this letter on behalf of our client Synergy CHC Corp. (“Synergy”) in response to the comments of the Staff of
the Securities and Exchange Commission with respect to the above-captioned 10-K, as set forth in the Staff’s letter dated
September 30, 2016.

1.
Synergy confirms that they will revise future filings, as applicable, to discuss the commercial status of each product presented
in the Business discussion, including discussion of whether such product is material to its revenue base.

2.
Synergy confirms that in future filings, as applicable, they will identify the experienced third parties and scientists they reference.

3.
Synergy confirms that in future filings, as applicable, they will specify the names of principal suppliers.

4.
Synergy confirms that in future filings, as applicable, they will revise their disclosure to clarify which of their material products
are subject to FDA regulation and also discuss how the FDA regulates those particular products, including whether approvals are
required.

5.
Synergy confirms that it will revise future MD&A disclosures, as applicable, to identify and quantify each separate cause
that had a material positive or negative impact on its results from operations. Below please find Synergy’s draft disclosure
regarding the product acquisitions:

Results
of Operations for the Years Ended December 31, 2015 and December 31, 2014

During
2015, we completed five acquisitions, with at least one in each of the three targeted verticals of Nutraceuticals, Cosmeceuticals
and Over the Counter (OTC). Our objective is to grow all three verticals to provide a balanced and synergistic portfolio that
drives consumer demand via multiple channels. We expect the incorporation of these acquisitions into the Company will have a significant
impact on our revenue and results of operations.

Revenue

For
the year ended December 31, 2015, revenues from the sale of our products increased $13,447,219 to $13,456,377 from $9,158 in 2014.
This increase in revenues is primarily due to the acquisitions we completed during 2015 and is comprised of the following product
categories:

    Nutraceuticals
    $ 13,030,005

    Cosmeceuticals
    $ 9,954

    Over the Counter
    $ 416,418

Cost
of Revenue

For
the year ended December 31, 2015, our cost of revenue was $5,308,130. Our cost of revenue for the year ended December 31, 2014,
was $5,616, an increase of $ 5,302,474. This increase is also due to the acquisitions we completed during 2015 and is comprised
of the following product categories:

    Nutraceuticals:
    $ 5,194,832

    Cosmeceuticals:
    $ 2,662

    Over the Counter:
    $ 110,636

Operating
Expenses

Selling
and Marketing Expenses

For
the year ended December 31, 2015, our selling and marketing expenses were $3,685,727 as compared to $0 for the year ended December
31, 2014, which is primarily due to marketing our various products in multiple media channels including print, television and
online. This increase is solely attributable to the acquisitions we completed during 2015.

General
and Administrative Expenses

For
the year ended December 31, 2015, our general and administrative expenses were $3,368,495. For the year ended December 31, 2014,
our operating expenses were $961,636, which was primarily due to promoting the Synergy brand throughout North America and loss
from the Merger transaction. The increase in 2015 is primarily due to the acquisitions completed during 2015 and having general
costs now to run and manage each brand.

Wyrick
Robbins Yates & Ponton LLP

Depreciation
and Amortization Expenses

For
the year ended December 31, 2015 our depreciation and amortization expenses were $608,002 as compared to $0 for the year ended
December 31, 2014. The increase in 2015 is due to the acquisitions completed during 2015.

Other
Income and Expenses

For
the year ended December 31, 2015 we had other (income) and expense items of the following:

    Interest income
    $ (1,460 )

    Interest expense
      958,740

    Remeasurement gain on translation of foreign subsidiary
      (7,740 )

    Loss on change in fair value of derivative liability
      1,028,921

    Amortization of debt discount
      5,499,640

    Amortization of debt issuance cost
      154,525

    Total
    $ 7,632,626

For
the year ended December 31, 2014 we had interest expense of $1,998. The increase in interest expense in 2015 was due to the issuance
of loans for the purpose of acquisitions of various companies’ during 2015. We also issued warrants along with the loans
and paid debt issuance cost in 2015 which lead to the amortization of debt discount and debt issuance cost during 2015. We issued
warrants with a reset provision in 2015 which lead to the calculation of warrant derivative liability and hence we recorded a
loss on change in fair value of derivative liability.

Income
tax expense

For
the year ended December 31, 2015 we incurred income tax expense of $389,945 primarily related to our subsidiary, NomadChoice Pty
Limited (NomadChoice), located in Australia and which we acquired in 2015.

Net
Loss

For
the year ended December 31, 2015, our net loss was $7,536,548. This was primarily due to non-operating expenses such as amortization
of debt discounts and the change in the fair value of derivative liabilities. For the year ended December 31, 2014 our net loss
was $960,092. This was primarily due to increased spending on developing the Synergy brand and securing penetration in the U.S.
market and loss from the Merger transaction.

Wyrick
Robbins Yates & Ponton LLP

6.
Synergy further acknowledges that:

a.
Synergy is responsible for the adequacy and accuracy of the disclosures in the filing;

b.
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;

c.
Synergy 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.

Wryrick
Robbins Yates & Ponton LLP

Wyrick
Robbins Yates & Ponton LLP

Mail Stop 4546

September  30, 2016

Jack Ross
President and Chief Executive Officer
Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092

Re: Synergy CHC Corp.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 30, 2016
File No. 000 -55098

Dear Mr. Ross:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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

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

Description of the Business, page 4

1. Based on the notes to your financial statements, it appears that substantially all of your
FY2015 revenues derived from on ly two of the five products discussed in your Business
section.  Please confirm that you will revise future filings, as applicable, to discuss the
commercial status of each product presented in your Business discussion, including
discussion of whether such  product is material to your revenue base.

Research and Development, page 5

2. Please confirm that in future filings, as applicable, you will identify the experienced third
parties and scientists you reference.

Jack Ross
Synergy CHC Corp.
September 30, 2016
Page 2

 Manufacturing, page 5

3. Please confirm that in future filings , as applicable,  you will  specif y the names of principal
suppliers. See Item 101(h)(v) of Regulation S -K.

Government Regulation, page 6

4. Your disclosure indicates that the products you sell or develop “may” be subject to FDA
regula tion.  Please confirm that in future filings, as applicable, you will revise your
disclosure to clarify which of your material products are subject to FDA regulation and
also discuss how the FDA regulates those particular products, including whether
approv als are required.

Results of Operations for the Years Ended December 31, 2015 and December 31, 2014, page 9

5. We refer to your “Revenue” and “Cost of Revenue” disclosures which both indicate that
the material increases in FY2015 were “primarily due to the acquisitions” completed
during the fiscal year.  Based on these disclosures, it is unclear which acquired product or
products were responsible for the material changes to your results from operations.
Accordingly, please provide us with draft disclosure t hat identifies each separate product
acquisition that had a material impact on your FY2015 results relat ive to FY2014, and
also quantif ies the amount attributable to each product acquisition.  Please also confirm
that you will revise future MD&A disclosures,  as applicable, to identify and quantify
each separate cause that had a material positive or negative impact on your results from
operations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be cert ain 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 fo r 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 fil ing;

 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 Co mmission or any person under the federal securities laws of the United States.

Jack Ross
Synergy CHC Corp.
September 30, 2016
Page 3

 Please contact Irene Paik at (202) 551 -6553 or Joseph McCann at (202) 55 1-6262 with
any other questions .

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  W. David Mannheim , Esq.
 Wyrick Robbins Yates & Ponton LLP

June 13 , 2014

Via E-mail
Mark Suponitsky
Chief Executive Officer
Synergy Strips Corp.
2105 Burton Branch Road
Algood, TN 38506

Re: Synergy Strips Corp.
 Form 8 -K
Filed May 7 , 2014
 File No. 000-55098

Dear Mr. Suponitsky :

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 compa ny 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 ad equacy 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/ Steve Lo

Steve Lo
Staff Accountant

May 29, 2014

Via E-mail
Mark Suponitsky
Chief Executive Officer
Synergy Strips Corp.
2105 Burton Branch Road
Algood, TN 38506

Re: Synergy Strips Corp.
 Form 8 -K
Filed May 7 , 2014
Response Dated May 27, 2014
 File No. 000-55098

Dear Mr. Suponitsky :

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

Please respond to this letter within five 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 to your fac ts 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 comments.

Form 8 -K Filed on May 7 , 2014

Change in Accountant

1. We note from your response to our letter dated May 12, 2014 that “[a]s of the date of this
letter, [you] have not yet determined if the registrant’s auditor will be replaced, but [you]
will timely disclo se any change of auditor when it occurs under Item 4.01 of Form 8 -K
by providing all information required by Item 304 of Regulation S -K.”  Please be advised
when the reverse merger was consummated, Synergy Strips Corp. assumed the 1934
Exchange Act reporti ng obligations from Oro Capital Corp.  In addition, concurrent with
the reverse merger, a change of accountant is presumed to have occurred with the auditor

Mark Suponitsky
Synergy Strips Corp.
May 29, 2014
Page 2

 of the operating company becoming the company’s new independent registered
accountant.  Please amen d the Form 8 -K to provide all information required by Item 304
of Regulation S -K to report your change in accountant.

Please  contact me at 202 -551-3394  if you have questions regar ding these comments and related
matters.

Sincerely,

 /s/ Steve Lo

Steve Lo
Staff Accountant

CORRESP
1
filename1.htm

Synergy Strips Corp.

2105 Burton Branch Road

Algood, TN 38506

May 27, 2014

FILED AS EDGAR CORRESPONDENCE

Steve Lo

Staff Accountant

Division of Corporation Finance

U. S. Securities & Exchange Commission

Washington, DC 20549

Re:	Synergy Strips Corp.

	Form 8-K

	Filed May 7, 2014

	File No. 000-55098

Dear Mr. Lo:

Thank
you for your comment letter dated May 12, 2014. For the convenience of the Staff, we have restated the Staff’s comment in
bold type followed with our response below.

Form 8-K Filed
on May 7, 2014

Change in Accountant

1. When a reverse
merger occurs, a change in accountants is presumed to have occurred as well unless the same auditor audited the pre-merger financial
statements of both the registrant and the operating company. The successor auditor is presumed to be the one who will audit the
post-merger financial statements. We note that Synergy Strips Corp. and Oro Capital Corp. had separate auditors. Please amend the
Form 8-K to provide all information required by Item 304 of Regulation S-K.

Response: At the filing
of the Form 8-K and as of the date of this letter, the registrant has not changed its auditor (M&K CPAS, PLLC). We note that
the pre-merger financial statements of the operating company (Synergy Strips Corp.) were audited by its own auditor (L.L. Bradford
& Company, LLC), in order to expedite the merger transaction. As of the date of this letter, we have not yet determined if
the registrant’s auditor will be replaced, but we will timely disclose any change of auditor when it occurs under Item 4.01
of Form 8-K by providing all information required by Item 304 of Regulation S-K.

* * *

The
Company has endeavored to comply and adequately respond to reach of the Staff’s comments. We acknowledge 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.

Should you require anything
further, please let us know.

        Very truly yours,

        SYNERGY STRIPS CORP.

    By:
    /s/ Mark Suponitsky

        Mark Suponitsky

        President and Chief Executive Officer

May 12, 2014

Via E-mail
Mark Suponitsky
Chief Executive Officer
Synergy Strips Corp.
2105 Burton Branch Road
Algood, TN 38506

Re: Synergy Strips Corp.
 Form 8 -K
Filed May 7 , 2014
 File No. 000-55098

Dear Mr. Suponitsky :

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 five 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 to your facts and circumstanc es 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 comments.

Form 8 -K Filed on May 7 , 2014

Change in Accountant

1. When a reverse merger occurs, a change in accountants is presumed to have occurred as
well unless the same auditor audited the pre -merger financial statements of both the
registrant and the operating company.  The successor aud itor is presumed to be the one
who will audit the post -merger financial statements. We note that Synergy Strips Corp.
and Oro Capital Corp.  had separate auditors. Please amend the Form 8 -K to provide all
information required by Item 304 of Regulation S -K.

Mark Suponitsky
Synergy Strips Corp.
May 12, 2014
Page 2

 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 co mpany 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  contact me at 202 -551-3394  if you have questions regar ding these comments and related
matters.

Sincerely,

 /s/ Steve Lo

Steve Lo
Staff Accountant

CORRESP
1
filename1.htm

    mainbody.htm

Oro Capital Corporation

23 Dassan Island Drive

Plettenberg Bay, 6600 South Africa

Telephone: +27764965865

John Reynolds

Jay Williamson, Staff Attorney

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:      Oro Capital Corporation

File No: 333-151281

REQUEST FOR ACCELERATION

Dear Mr. Reynolds:

Pursuant to Rule 461 of Regulation C, Oro Capital Corporation ("Company"), hereby requests acceleration of the effective date of the above-referenced registration statement on Form S-1 to Friday, June 14, 2013 at 2:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

No broker-dealer is participating in the offering, so the offering terms and arrangements were not submitted to the FINRA for its review and approval in the absence of a requirement to do so.  With respect to dissemination of information contemplated by Rules 460 and 461, offers will be made directly by the Company by delivering to each prospective investor a copy of the final prospectus.

The Company 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 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.

Should you require anything further, please let us know.

Thanks in advance.

Yours very truly,

Oro Capital Corporation

/s/  Danny Aaron

       Danny Aaron, President and CEO

June 12, 2013

Via U.S. Mail
Mr. Danny Aaron
President
Oro Capital Corporation, Inc.
23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa

Re: Oro Capital Corporation, Inc.
Amendment to Registration Statement on Form S -1
Filed May 28, 2013
  File No. 333-185103

Dear Mr. Aaron :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus Summary, pa ge 4

1. Please review your Summary to ensure it is consistent with the disclosure appearing
elsewhere in your document.   For example, on page seven, you imply that you will
receive net proceeds from the offering of $34,000; however, none of the scenarios li sted
under Use of Proceeds would result in your raising this amount.  In addition, your
disclosure should clearly reflect that the net proceeds disclosed in the Summary assumes
you will sell all of the offered shares, of which there is no assurance.  Pleas e revise.

Danny Aaron
Oro Capital Corporation, Inc.
June 12, 2013
Page 2

 Dilution, page 28

If 100% of the Shares are Sold, page 28

2. We note your disclosure here that upon completion of the offering, the pro forma net
tangible book value of the 6,000,000 shares will be $240,000 or $0.004 per share.   It
appears to us that if 100% of the shares are sold, pro forma net tangible book value
upon completion of the offering would be $7,793 or $0.00 per share. Please revise.

3. We note the following disclosures in the table under each of the scenarios are not
consistent with your other disclosures in the registration statement.    It appears to us
the disclosures should be  as follows:
 Price per share should be revised to $ 0.04 under all scenarios
 Increase to present stockholder in net tangible book value per share after offering
should be revised to $ 0.00 under all scenarios.
 Number of shares outstanding before the offering should be revised to 5,000,000
under all scenarios.
 Number of shares after offering assuming the sale of maximum number of shares
should be revised to 6,000,000, 5 ,750,000, 5,500,000 and 5,250,000 under the
scenarios 100%, 7 5%, 50% and 25% , respectively.
 Capital contributions should be revised to $40,000, $30,000, $20,000 and
$10,000 under the scenarios 100%, 75%, 50% and 25% respectively.
 Number of shares after offering held by public investors should be revised to
1,000,000 , 750,000, 500,000 and 250,000 under the scenarios 100%, 75%, 50%
and 25% respectively.
 Percentage of capital contribution by existing shareholder should be revised to $0
under all scenarios.
 Percentage of capital contribution by new investors should be re vised to 17%,
13%, 9% and 5% under the scenarios 100%, 75%, 50% and 25% respectively.
 Percentage of ownership after offering should be revised to 17%, 13%, 9% and
5% under the scenarios 100%, 75%, 50% and 25% respectively.

Please advise or revise.

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.

Danny Aaron
Oro Capital Corporation, Inc.
June 12, 2013
Page 3

 You may contact Raj Rajan  at (202) 551 -3388  or Brian Bhandari  at (202) 551 -3390  if
you have questions regarding comments on the financial statements and related matters.  If you
have questions concerning engineering -related matters, please contact Ken Schuler at (202) 551 -
3718.  Please contact Jay Williamson at (202) 551 -3393  or Jim Lo pez at (202) 551 -3536  with
any other questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

May 24, 2013

Via U.S. Mail
Mr. Danny Aaron
President
Oro Capital Corporation, Inc.
23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa

Re: Oro Capital Corporation, Inc.
Amendment to Registration Statement on Form S -1
Filed May 17 , 2013
  File No. 333-185103

Dear Mr. Aaron :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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.

Risk Factors, page 11

1. We reissue prior comment three from our letter dated May 10, 2013.  The disclosure on
page 11 indicates Mr. Aaron “has agreed to advance monies on behalf of the company.”
However, the agreement filed in response to our comment does not obligate him to do  so.
Please revise your disclosure accordingly or advise why no revision is necessary.

Danny Aaron
Oro Capital Corporation, Inc.
May 24, 2013
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
16

2. We note the revised text  on page 19 and elsewhere  regarding a “recommended” course of
action , including the three phases of exploration .  We also note that you do not have any
employees and state that you have not yet engaged a  third party independent contractor .
Please  revise h ere and the statement on page 11 regarding unaffiliated third parties
having assessed the property to  identify who recommended your business plan  and
assessed the property .

3. We note the revised text on page 21 referencing the $3,072 assessment due August 7,
2013.  Please clarify, if true, that you do not currently have the funds available to make
this assessment and address the impact to you and the offering of your failure to timely
pay the assessment.  After reviewing your response, we may have further c omment.

Exhibits

Exhibit 23.4

4. Dr. Bain’s consent refers to Gulfstream Capital Corporation and the Snowden Diamond
Project instead of Oro Capital and your Shipman Diamond Project.  Please revise as
appropriate.

We urge all persons who are responsible fo r 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 fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Raj Rajan  at (202) 551 -3388  or Brian Bhandari  at (202) 551 -3390  if
you have questions regarding comments on the  financial statements and related matters.  If you
have questions concerning engineering -related matters, please contact Ken Schuler at (202) 551 -
3718.  Please contact Jay Williamson at (202) 551 -3393  or Jim Lopez at (202) 551 -3536  with
any other questions .

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

May 10, 2013

Via U.S. Mail
Mr. Danny Aaron
President
Oro Capital Corporation, Inc.
23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa

Re: Oro Capital Corporation, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed April 30 , 2013
  File No. 333-185103

Dear Mr. Aaron :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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.

Summary, page 4

1. Pleas e revise here and under your Plan of Distribution to clarify (1) who will offer the
shares on behalf of the company, (2) the applicability of any exemptions claimed, and (3)
if and how they will be compensated, based on your current intentions.  To the ext ent that
you are reserving the ability to change your plan of distribution, such as paying
compensation to other parties, revise to clarify and acknowledge your understanding of
Item 512(a)(1)(iii) of Regulation S -K.

2. Please revise the discussion of phases  on page six, MD&A and where appropriate to
discuss your plans for obtaining funds to conduct exploration activities.  For example, it
appears that you will require significant capital to move to and complete phase three even

Danny Aaron
Oro Capital Corporation, Inc.
May 10, 2013
Page 2

 if you sell all of the shares in this offering.  And it appears that if you sell 50% or fewer
of the shares you will not be able to complete or, depending on the proceeds, merely start
phase one.  Please revise accordingly.

Risk Factors, page 9

3. The revised disclosure on page 11 indicates that Mr. Aaron has agreed to advance monies
to you.  Please file this agreement and summarize the material terms in an appropriate
location, such as your Management’s Discussion and Analysis.

Management’s Discussion and Analysis of Financial Con dition and Results of Operations, page
16

4. In your revised text on page 16 you indicate that you will not begin exploration until you
raise funds from this offering.  Please quantify the amount of funds you will need to
commence exploration.  We also note your statement that you believe you will need to
raise $40,000 from the offering “in order to remove uncertainties surround [y]our ability
to continue as a going concern.”  Please include this statement in your Summary and
clarify the implications to inves tors if you sell less than all of the offered shares and are
otherwise unable to raise funds.

5. We reissue prior comment eight from our letter dated March 5, 2013.  Please review the
requirements of Item 303 of Regulation S -K and revise as appropriate.  For  example your
revised disclosure should address your liquidity and capital resources and discuss
changes in your cash flows in greater detail.

6. We note your disclosure on page 16 that if you raise the maximum amount of
proceeds from this offering, it wil l last a year.   However, we also note your
disclosure on page 17 that even if all shares are sold in this offering you may not
have sufficient available cash in order to maintain operations during the next twelve
months.   Please clarify and revise to inclu de consistent disclosures throughout the
filing.

Certain Transactions with Officers and Directors, page 25

7. Please separately disclose the amounts paid to Mr. Aaron for rent and services during
each required period.  Also, to the extent that you have on -going arrangements to pay Mr.
Aaron for these or other items, revise to discuss the material terms.

Danny Aaron
Oro Capital Corporation, Inc.
May 10, 2013
Page 3

 Dilution

If 100% of the Shares are Sold, page 26

8. We note your disclosure here that upon completion of the offering, the pro forma net
tangible book value of the 6,000,000 shares will be $26,206 or $0.004 per share.   It
appears to us that if 100% of the shares are sold, pro forma net tangible book value
upon completion of the offering would be $7,793 or $0.00 per share. Please revise or
advise.

Description of Business, page 29

9. The table added on page 32 in response to prior comment 20 refers to “[m]onths from
completing our public offering.”   Please c larify when your public offering will be
deemed completed.

Exhibits

Exhibit 5.1

10. We partially reissue prior comment 25 from our letter dated March 5, 2013.  Please delete
the language that Mr. Barkley is licensed “only in the State of North Carolina.”   For
additional guidance, please consider Staff Legal Bulletin No. 19 (October 14, 2011),
Section B.3.b.

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 inform ation 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.

You may contact Raj Rajan  at (202) 551 -3388  or Brian Bhandari  at (202) 551 -3390  if
you have questions regarding comments on the financial statements and related matters.  If you
have questions concerning engineering -related matters, ple ase contact Ken Schuler at (202) 551 -
3718.  Please contact Jay Williamson at (202) 551 -3393  or Jim Lopez at (202) 551 -3536  with
any other questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Directo r

March 5, 2013

Via U.S. Mail
Mr. Danny Aaron
President
Oro Capital Corporation, Inc.
23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa

Re: Oro Capital Corporation, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed February 19, 2013
  File No. 333-185103

Dear Mr. Aaron :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus Cover Page

1. Please limit your cover page to a single page, as required by Item 501 of Regulation S -K.
In this respect disclosure not required on the cover page should be relocated to the
Summary. In addition, please ensure that the cover page and other disclosu res are
consistent throughout.  For example it is unclear whether you are conducting a primary
offering or a resale offering, based on your existing disclosure.  We direct your attention
to the reference to selling shareholders at the bottom of page 3.

2. We partially reissue comment seven from our letter dated December 18, 2012.  Please
revise the prospectus cover page to disclose that  the total gross proceeds assumes you

Danny Aaron
Oro Capital Corporation, Inc.
March 5, 2013
Page 2

 will sell all of the shares in the offering and that you may realize only nominal proce eds
in the offering.

Summary, page 4

3. We reissue prior comment ten from our letter dated December 18, 2012.  Please revise
your Summary to briefly disclose the amount of funds necessary to commence your
exploration activities and discuss your plans in t he event that the proceeds raised are
insufficient to start exploring.  In addition, please disclose your intention to repay related
party loans with the proceeds.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
15

4. We note your revised disclosures in response to prior comment 15.   Your response
did not address our comment, thus the comment will be reissued.   Considering your
minimal cash and liquidity as of January 31, 2013, please revise to disclose your
cash requir ements for the next twelve months and how you plan to fund your
operations for next twelve months as required by Item 303(a) of Regulation S -K,
including any ramifications if such plans are not realized.

5. Please provide the basis for your statement that you “have sufficient available cash in
order to maintain operations during the next twelve months without the need for
additional funds.”  Your financial statements reflect no assets as of January 31, 2013 and
$19,000 in liabilities.

6. Please revise to addr ess your capital requirements and exploration program in necessary
detail, including the scope of your planned activities, and an estimated timeframe and
cost.  Discuss in greater detail the extent to which these planned activities are dependent
upon raisi ng funding from this offering or other sources of funding, and discuss the
impact upon the planned activities if you only raise nominal funding.  In this regard we
do not understand why you are unable to be more specific without being “too specific” as
referenced on page 15.

7. Please revise your discussion under Results of Operations so that it addresses each
material line item, such as net income/loss for each period.

8.  We reissue prior comments 14 and 15 from our letter dated December 18, 2012.   Please
review the requirements of Item 303 of Regulation S -K and revise as appropriate.  For
example your revised disclosure should address your existing capital requirements and
funding shortfall as well as discuss changes in your cash flows in necessary detail.

9. We note your response to comment 40 in which you have removed all references and
reports prohibited by Industry Guide 7, but we note on page 15 of your amended filing

Danny Aaron
Oro Capital Corporation, Inc.
March 5, 2013
Page 3

 that you are considered to be in the development stage, as defined in Statement of
Financi al Accounting Standards No. 7 and that you have been in the development stage
since your inception.   We re -issue comment 40.   Please remove all references to the
development stage from your filing.

Use of Proceeds, page 19

10. We note the offering expenses o f $13,002.  Please explain how these expenses have been
broken down in the individual components of the use of proceeds tables.  The numbers do
not appear to reconcile.

11. Please revise the net proceeds at the 75%, 50%, and 25% levels, as the numbers in the
table are incorrect.  Also, if the offering expenses are greater than the net proceeds at the
25% level, please explain how you have allocated any of the proceeds to uses other than
the offering expenses.

12. Please revise your tabular and narrative disclosur e to prominently state your intention to
repay amounts due to your executive officer with the proceeds of the offering.  Revise to
disclose the total amounts due and the material terms of the loans.  See Instruction 4 to
Item 504 of Regulation S -K.  Also, address the relative priority to be given to such
repayment compared to other uses of proceeds.  See prior comments 16 and 18 from our
letter dated December 18, 2012.

13. In each scenario presented your use of proceeds exceeds your estimated net proceeds to a
considerable extent.  Please revise as appropriate.

14. In footnote six you refer to amounts “agreed on and deemed to be reasonable by
respective parties …” Please name the natural persons constituting the ‘respective
parties.’

15. The disclosure responsive to prior comment 29 from our letter dated December 18, 2012
indicates you are required to make advanced royalty payments to Mr. Bain at a rate of
$25,000/year commencing 36 months from September  1, 2011.  Please revise here, in the
risk factors, and in MD&A t o address this payment obligation, your ability to meet the
obligation, and the material consequences of your failure to meet the obligation.

16. We reissue prior comment 31 from our letter dated December 18, 2012.  Please revise
your Use of Proceeds to refle ct the $3,072  annual assessment payable to the
Saskatchewan government.

Certain Transactions with Officers and Directors, page 22

17. Please reconcile the amount of rent and consulting services disclosed in this section with
the amount reflected in the financial statements.

Danny Aaron
Oro Capital Corporation, Inc.
March 5, 2013
Page 4

 Dilution, page 23

18. We note your revised disclosures in response to prior comment 21.   However, based
on the offering expenses of $13,002 and net proceeds from the offering as disclosed
under use of proceeds disclosed on page 18, it ap pears to us your net tangible book
value after the offering and dilution under all of the scenarios would be $0.00 per
share and $.04 per share, respectively.   Please advise or revise.

Description of Business, page 26

19. We were unable to locate your respo nse to prior comment 24 from our letter dated
December 18, 2012 and reissue.  Please revise to address Item 101(h)(4)(xii) of
Regulation S -K.  Also, please revise to clarify any material challenges and related
practices in light of the  apparent South Afric an base for Canadian operations.

20. We were unable to locate your response to prior comment 32 from our letter dated
December 18, 2012 and reissue.  Please disclose the timeframe of each phase of your
exploration program and  discuss when exploration will beg in.

Directors and Officers, page 37

21. Please provide the business experience for Mr. Aaron for the past five years, as required
by Item 401(e)( 1) of Regulation S -K.  In addition, please disclose the beginning and
ending dates of employment for each position listed.

22. Please disclose the specific experience, qualifications, attributes or skills that led to the
conclusion that Mr. Aaron should ser ve as a director for the company in light of the
company’s business and structure.  See Item 401(e)(1) of Regulation S -K.

Executive Compensation, page 38

23. In response to prior comment 35 from our letter dated December 18, 2012 you have
added disclosure in dicting you recognized expenses for consulting services provided by
your President.  Please revise your Summary Compensation Table to reflect this
compensation or advise.

Financial Statements

Report of Independent Registered Public Accounting Firm, Page F-10

24. We note your response to prior comment 39.   However, we note that no changes
have been made to the audit report included herein.   As such, the comment will be
reissued.   Please note that for exploration stage entities, auditor association with the
cumulative data since inception is required in annual reports.   Please advise your

Danny Aaron
Oro Capital Corporation, Inc.
March 5, 2013
Page 5

 auditor to revise the scope and opinion paragraphs of their audit report to opine upon
the cumulative period from inception (December 29, 2010) through July 31, 2012 in
additi on to the annual periods already included.   Please amend to include such
opinion in your registration statement.

Exhibits

Exhibit 5.1

25. We note the revised language that Mr. Barkley is licensed “only in North Carolina” and
has “assumed reasonable simila rity between the laws of North Carolina and laws of other
states.”  Please remove this language and provide an opinion on the share issuance under
Nevada law, as requested in prior comment 45.  Also, please revise Mr. Barkley’s
consent, filed as exhibit 23 .3 to address the filing of the legality opinion as an exhibit to
the S -1 in addition to consenting to the reference to his name in the registration statement.

26. We reissue comment 45 from our letter dated December 18, 2012.  Please disclose the
state law g overning your opinion.

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.

You may contact Raj Rajan  at (202) 551 -3388 or Brian Bhandari  at (202) 551 -3390  if
you have questions regarding comments on the financial statements and related matters.  If you
have questions concerning engineering -related matters, please contact Ken Schuler at (202) 551 -
3718.  Please contact Jay Williamson at (202) 551 -3393  or Jim Lopez at (202) 551 -3536  with
any other questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

December 18, 2012

Via U.S. Mail
Mr. Danny Aaron
President
Oro Capital Corporation, Inc.
23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa

Re: Oro Capital Corporation, Inc.
Registration Statement on Form S -1
Filed November 21, 2012
  File No. 333-185103

Dear Mr. Aaron :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendme nt 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.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company, and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election un der Section 107(b) of the JOBS Act:

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that h ave different effective dates for public and private
companies until those standards apply to private companies.  Please state in your
risk factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective
dates.  Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

2. Please supp lementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whet her or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) o f the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

3. Currently it is unclear what pages and disclosure are intended to serve as your registration
statement cover page versus your pr ospectus cover page.  For commenting purposes, we
have assumed page two is your registration statement cover page and page three is your
prospectus cover page.  Please review and confirm that all required information is
included on the appropriate page.

4. Please disclose whether your sole officer and director has visited your claims, and if so,
when and for how long.  If he has not visited your claims, please add related risk factor
disclosure.

Registration Statement Cover Page

5. Please relocate the legend required by Rule 473 of Regulation C to the cover of your
registration statement.  See Item 501(a) of Regulation S -K.

6. Please provide the date of the prospectus.  See Item 501(a)(9) of Regulation S -K.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 3

 7. Please revise to disclose that the total gross pro ceeds assumes you will sell all of the
shares in the offering and that you may realize only nominal proceeds in the offering.
Also, your response to Item 13 of Form S -1 suggests $57,679 in offering -related
expenses while your cover page uses $6,000 and th e Use of Proceeds estimates expenses
at $10,000. Please present offering -related expenses consistently throughout your
document.

Prospectus Summary

8. Page seven includes Summary information that is substantially similar to the information
starting on page four.  Please include only one Summary.

9. Please remove the reference to “additional information or documents to verify or
supplement the information ...” Your prospectus should be complete in all material
respects.

10. Please revise your Summary to brief ly disclose the amount of funds necessary to
commence your exploration activities and discuss your plans in the event that the
proceeds raised are insufficient to start exploring.  In addition, please disclose your
intention to repay related party loans wi th the proceeds.

11. The disclosure on page five indicates the number of shares being registered represents
approximately 80% of the total common stock outstanding.  Later, on page 42 you
suggest that the shares being registered represent 50%.  Please advise how these figures
were calculated and ensure consistency throughout.

12. Please provide us with the basis of management’s belief “that there may be quantities of
diamond bearing kimberlite bodies within the parcel based on a report from Duncan, Bain
& Associa tes …” or remove the statement.

Risk Factors, page 8

13. Please substantially revise your risk factors to eliminate generic risk factors that would
apply to any company and appropriately tailor the discussion to your company and
offering.  For example we not e references to Peru when you do not have any operations
there, while you do not mention your existing indebtedness or the going -concern opinion
received from your auditor.

Management’s Discussion and Analysis and Plan of Operation, page 14

14. Please provid e a management’s discussion and analysis that meets the requirements of
Item 303 of Regulation S -K.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 4

 15. Considering your minimal cash and liquidity as of July 31, 2012, please revise to
disclose the cash requirements for the next twelve months and how you pla n to fund
your operations for next twelve months as required by Item 303(a) of Regulation S -
K, including any ramifications if such plans are not realized.

Use of Proceeds, page 14

16. Please present your use of proceeds information assuming you raise various amounts,
such as 25%, 50% and 75%.  Also, please explain the order of priority of your use of
proceeds, particularly as it relates to the repayment of loans and the commencement of
exploration activities.

17. Please clarify why you include offering ex penses of $15,000 in your use of net proceeds
on page 15 instead of adding it to the 10,000 in offering expenses on page 14.

18. Please disclose the material terms associated with the loan being repaid.  See Instruction
4 to Item 504 of Regulation S -K.

Dilut ion, page 16

19. Please present your dilution assuming you raise various amounts, such as 25%, 50%, and
75%.

20. Please clarify the references to capital contributions on page 17.  Also, please reconcile
the reference to “Number of shares after offering held by public investors” with the size
of your offering.

21. We note your disclosure that upon completion of the offering, the pro forma net
tangible book value will be $26,206 or $ .004 per share.   Based on the net proceeds
from the offering of $30,000 as disclose d on page 14, it appears to us your net
tangible book value after the offering would be $16,000 or $0.00 per share.   Please
revise or advise.

Plan of Distribution; Terms of the Offering, page 17

22. On page 20 you state you will not accept any money until the registration statement is
declared effective.  To the extent you maintain this disclosure, please ensure it mirrors the
language in Section 5 of the Securities Act which addresses sales of securities and not
simply accepting money.

23. Please file a copy of the subscription agreement referred to on page 20.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 5

 Description of Business, page 20

24. Please revise to address Item 101(h)( 4)(xii) of Regulation S -K.  Also, please revise to
state the approximate number of hours per week Mr. Aaron works for the registrant and
clarify any material challenges and related practices in light of the apparent South
African base for Canadian operatio ns.

Claim Information and Property Ownership, Page 25

25. We note you are subject to permitting requirements of the Saskatchewan Environment
and Resource Management .  Please provide a short summary of the permits and/or
operational plans required to perform  exploration and/or mining activities on your
properties.  Please define your reclamation and closure obligations and requirements.

26. Please provide a description of all interests in your properties, including the terms of all
underlying agreements and roya lties, such as the royalty due Duncan Bain as part of the
purchase agreement..

History, page 29

27. We note your disclosure in this section , refer ring to reserves associated with other
mineral properties that exist in the proximity of your property.  Such di sclosure may
cause investors to infer that your property also has commercial mineralization, because of
its proximity to these properties.  Please describe only geology, history, or exploration
results that are directly related to the properties that your company has the right to
explore or mine.  Accordingly, we believe that you should remove information about any
reserves, prospects, adjacent or analogous properties, deposits, occurrences, or
exploration activities by other companies operating in or near your properties and instead
focus the disclosure solely on your company’s property.

Conclusions and Recommendations, page 36

28. We recommend that a brief description of the QA/QC protocols be provided to inform
readers regarding sample preparation, controls , custody, assay precision and accuracy as
it relates to your exploration plans.  This would apply to exploration and operational
analytical procedures.

29. Please disclose that you purchased your claim from Duncan Bain and disclose the
material terms of your  agreement, including your obligation to pay royalties and the
residual interests in favor of Mr. Bain.

30. Please provide updated disclosure for the data under “Our Industry” and revise to clearly
disclose the source of the data.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 6

 31. Please revise your Use of Proceeds to reflect the $3,072 annual assessment payable to the
Saskatchewan government.

32. Please disclose the timeframe of each phase of your exploration program and discuss
when exploration will begin.

Directors and Officers, page 39

33. Please provide the disclosure required by Item 401 of Regulation in necessary detail.  We
note, for example, you refer to Mr. Aaron’s “roles with several companies” without
disclosing his roles, the companies, or the dates which Mr. Aaron was associated with the
company.

34. Please clarify whether you have any employment agreements with named executive
officers.  In this respect we note the reference on page 40 to “any other employment
agreements.”

35. Please include the disclosure required by Item 404 of Regulation S -K.  In this r espect we
note the $15,000 due to a director reflected on your balance sheet and footnote six to your
financial statements.

Description of Capital Stock, page 42

36. On page 42 you refer investors to your Articles, Bylaws, and the applicable statutes of the
State of Nevada for a more complete description.  Please revise to indicate you have
summarized all material provisions of your Articles, Bylaws and the State of Nevada.

Interest of Named Experts and Counsel, page 43

37. Please update to reflect that Charles  Barkley, not JPF Securities, LLC, is passing upon
the validity of the securities being issued.

Financial Statements

General

38. Please provide a currently dated consent from your independent accountant for
amendments over 30 days and note the updating requirements of Article 8 -08 of
Regulation S -X.

Report of Independent Registered Public Accounting Firm, Page F -1

39. Please note th at for exploration stage entities, auditor association with the cumulative
data since inception is required in annual reports.   Please advise your auditor to

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 7

 revise the scope and opinion paragraphs of their audit report to opine upon the
cumulative period from inception (December 29, 2010) through July 31, 2012 in
addition to the annual periods already included.

Summary of Significant Accounting Policies, Page F -6

40. We note you refer to company as being in the development stage.  The terms
development and  production have very specific meanings within Industry Guide 7 (see
www.sec.gov/about/forms/industryguides.pdf ).  These words/terms reference the development
stage when companies are engage d in preparing reserves for production, and the
production stage when companies are engaged in commercial -scale, profit -oriented
extraction of minerals.  Since you do not disclose any reserves as defined by Guide 7,
please remove the terms develop, develop ment or production throughout your document,
and replace this terminology, as needed, with the terms such as explore or exploration.
This includes the use of the terms in the Financial Statement head notes and footnotes,
please see Instruction 1 to paragr aph (a) of Industry Guide 7.

Part II

41. Please provide the information required by Item 701 of Regulation S -K.

42. Please provide the undertakings required by Item 512 of Regulation S -K in the exact
form specified in the rule.  In this respect we note you refer to yourself as a small
business issuer throughout the undertakings.

Exhibits

Exhibit 5.1

43. We note the assumption that the company “will keep authorized and reserved a sufficient
number of shares of Common Stock to satisfy its obligations.”  Please remove this
assumption, or advise us why it is appropriate.

44. Please correct the text of your sentence “Based u pon and subject to the foregoing …” In
this respect it is unclear why the full consideration for each share has been paid as of
November 21, 2012.  Similarly, “will, are” is also unclear.

45. Please revise to reference the state law governing your opinion.

46. Please revise the index to reflect that exhibit 5.1 is the opinion and not merely a consent.

Danny Aaron
Oro Capital  Corporation, Inc.
December 18, 2012
Page 8

 Exhibit 23.2

47. Please remove the technical report attached as exhibit 23.2 and file an appropriate
consent from Mr. Bain.  Industry Guide 7 specifically prohibits  technical studies being
attached to or included in registration statements.

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  1933 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.

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

 should the Commission