SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Lei Pei
Chief Executive Officer
WEWARDS, INC.
3305 Spring Mountain Road , Suite 104
Las Vegas , Nevada 89102

 Re: WEWARDS, INC.
 Form 10-K for the Fiscal Year Ended May 31, 2024
 File No. 000-55957
Dear Lei Pei:

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

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Correspondence

 Wewards, Inc.

 3305 Spring Mountain Road, Suite 104, Las
Vegas, NV 89102

 March
28, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Morgan
 Yougwood

 Stephen
 Krikorian

 Re: WEWARDS,
 INC.
 Form
 10-K for the Fiscal Year Ended May 31, 2024
 Response dated
 March 24, 2025
 File
 No. 000-55957

 Dear
Ladies and Gentlemen:

 This letter sets forth the responses
of Wewards, Inc., a Nevada corporation (the "Company"), to the comments received from the Staff (the "Staff")
of the U.S. Securities and Exchange Commission (the "Commission") on March 28, 2024 concerning the Company's Form 10-K/A
filed with the Commission on March 25, 2025 (the "Amended Annual Report").

 For the convenience of the Staff,
each comment from the comment letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such
comment.

 Form 10-K/A for the Fiscal Year Ended May 31,
2024 Item 9.A. Controls and Procedures

 Management's Annual Report on Internal Control Over Financial
Reporting, page 12

 1. We note your response to prior comment 1. Please
revise to disclose management's statement as to whether or not internal control over financial reporting is effective as of May
31, 2024. See Item 308(a)(3) of Regulation S-K. Please revise to disclose management's statement as to whether or not internal control
over financial reporting is effective. Please note that Item 9 of the Form 10-K requires that you furnish information required by both
Item 307 and 308 of Regulation S-K.

 RESPONSE:
 The disclosure in the Form 10-K/A will be revised to state, both disclosure controls and internal controls effectiveness, in accordance with Item 307 and 308 of Regulation S-K.

 If you have any questions relating
to any of the foregoing, please contact Todd Peterson of KSNE2 Enterprises, LLC at (702) 461-1665.

 Sincerely,

 Wewards,
Inc.

 /s/
Lei Pei

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Lei Pei
Chief Executive Officer
WEWARDS, INC.
3305 Spring Mountain Road , Suite 104
Las Vegas , Nevada 89102

 Re: WEWARDS, INC.
 Form 10-K for the Fiscal Year Ended May 31, 2024
 Response dated March 24, 2025
 File No. 000-55957
Dear Lei Pei:

 We have reviewed your March 25, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our February
14, 2025 letter.

From 10-K/A for the Fiscal Year Ended May 31, 2024
Item 9.A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page
12

1. We note your response to prior comment 1. Please revise to disclose
management's
 statement as to whether or not internal control over financial reporting
is effective as
 of May 31, 2024. See Item 308(a)(3) of Regulation S-K.
 Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at
202-
551-3488 if you have questions regarding comments on the financial statements
and related
matters.

 Sincerely,
 March 25, 2025
Page 2

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

CORRESP
 1
 filename1.htm

 Correspondence

 WEWARDS INC.

 3305 Spring Mountain
Road, Suite 104

 Las Vegas, NV 89102

 702-944-5599

 March
24, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Morgan
 Yougwood

 Stephen
 Krikorian

 Re: WEWARDS,
 INC.
 Form
 10-K for the Fiscal Year Ended May 31, 2024
 File
 No. 000-55957

 Dear
Ladies and Gentlemen:

 This
letter sets forth the responses of Wewards, Inc., a Nevada corporation (the "Company"), to the comments received from the
Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") on February 14, 2024 concerning
the Company's Form 10-K filed with the Commission on August 28, 2024 (the "Annual Report").

 For
the convenience of the Staff, each comment from the comment letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment.

 Form
10-K for the Fiscal Year Ended May 31, 2024 Item 9.A. Controls and Procedures

 Management's
Annual Report on Internal Control Over Financial Reporting, page 12

 1. We
 note that you did not disclose management's conclusion regarding the effectiveness of your
 internal controls over financial reporting as of May 31, 2024. See Item 308(a)(3) of Regulation
 S-K. Please revise to disclose management's statement as to whether or not internal control
 over financial reporting is effective. Please note that Item 9 of the Form 10-K requires
 that you furnish information required by both Item 307 and 308 of Regulation S-K.

 RESPONSE:
 The
 disclosure in the Form 10-K will be revised to address the foregoing comment, as follows:

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Principal Executive Officer and our Principal Financial Officer, who is one and the same, evaluated
the effectiveness of our disclosure controls and procedures as of May 31, 2024 (the "Evaluation Date"). The term "disclosure
controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and
other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

 Based
upon that evaluation, the Company's management concluded, as of the end of the period covered by this Annual Report, that our disclosure
controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed,
within the time periods specified in the Commission's rules and forms, and that such information was not accumulated and communicated
to management, including the principal executive officer and the principal financial officer, who is one and the same, to allow timely
decisions regarding required disclosures as a result of the identified material weakness in internal control over financial reporting,
the nature of which is summarized below.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external
purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting
includes those policies and procedures that:

 · Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the
 transactions and dispositions of the Company's assets;

 · Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of
 the financial statements in accordance with generally accepted accounting principles, and
 that receipts and expenditures are being made only in accordance with authorizations of management
 and the board of directors; and

 · Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
 use, or disposition of the Company's assets that could have a material effect on the
 financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

 The
Company's management has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer,
who is one and the same, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of
Evaluation Date. Management's assessment of internal control over financial reporting was conducted using the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 Framework).

 A
material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis. In connection with management's assessment of our internal control over financial reporting, we have determined
that there were control deficiencies that constituted material deficiencies, as described below :

 1.
 We
 do not have an Audit Committee – While not being legally obligated to have an audit committee, it is management' s view
 that such a committee, including a financial expert member, is an important entity level control over the Company's financial
 statements. Currently the single-member Board of Directors acts in the capacity of the Audit Committee, and does not include a member
 that is considered to be independent of management to provide the necessary oversight over management's activities.

 2.
 We
 did not maintain appropriate cash controls – As of May 31, 2024, the Company has not maintained sufficient internal controls
 over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not
 require dual signature on the Company' s bank accounts.

 3.
 Lack
 of segregation of duties – We have no employees other than our CEO and CFO, who are one and the same person. Therefore, all
 accounting information is currently reviewed only by one person.

 4.
 Related
 parties – The Company has no formal process related to the identification and approval of related party transactions.

 While
these control deficiencies did not result in any audit adjustments to our interim or annual financial statements, it could have resulted
in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that
these control deficiencies constitute a material weakness.

 To
the extent reasonably possible, given our limited resources, our goal is to separate the responsibilities of the principal executive
officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board
of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require
that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial
resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

 This
annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c)
of the Sarbanes-Oxley Act that permit us to provide only management's report in this annual report.

 Changes
in Internal Control over Financial Reporting, page 12

 2. Your
 disclosures state "There have been no changes in [y]our internal control over financial
 reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other
 factors that occurred during the fourth fiscal quarter of 2018 that have materially affected,
 or are reasonably likely to materially affect, [y]our internal control over financial reporting."
 Please revise to disclose whether there have been any changes in your internal control over
 financial reporting that occurred during the quarter ended May 31, 2024 that have materially
 affected, or are reasonably likely to materially affect, your internal control over financial
 reporting.

 RESPONSE:
 The
 disclosure in the Form 10-K has been revised to state there have been no changes in our internal controls over financial reporting
 during the fiscal quarter ending May 31, 2024, rather than 2018.

 If
you have any questions relating to any of the foregoing, please contact Todd Peterson of KSNE2 Enterprises, LLC at (702) 461-1665.

 Sincerely,

 Wewards,
Inc.

 /s/
Lei Pei

February 14, 2025
Lei Pei
Chief Executive Officer
WEWARDS, INC.
3305 Spring Mountain Road , Suite 104
Las Vegas , Nevada 89102
Re:WEWARDS, INC.
Form 10-K for the Fiscal Year Ended May 31, 2024
File No. 000-55957
Dear Lei Pei:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 31, 2024
Item 9.A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page 12
1.We note that you did not disclose management's conclusion regarding the
effectiveness of your internal controls over financial reporting as of May 31, 2024.
See Item 308(a)(3) of Regulation S-K. Please revise to disclose management's
statement as to whether or not internal control over financial reporting is effective.
Please note that Item 9 of the Form 10-K requires that you furnish information
required by both Item 307 and 308 of Regulation S-K.
Changes in Internal Control over Financial Reporting, page 12
Your disclosures state "There have been no changes in [y]our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) or in other factors that occurred during the fourth fiscal quarter of 2018 that have
materially affected, or are reasonably likely to materially affect, [y]our internal
control over financial reporting."  Please revise to disclose whether there have been 2.

February 14, 2025
Page 2
any changes in your internal control over financial reporting that occurred during the
quarter ended May 31, 2024 that have materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

Mail Stop 4631

December 6, 2016

Via E -mail
Mr. Lester  Pei
Chief Executive Officer
Future World Group, Inc.
301 South Brea Canyon Road
Walnut, CA   91789

Re: Future World Group, Inc.
 Form 10 -K for the Fiscal Year Ended May 31, 2016
 Filed August 25, 2016
 File No. 333 -197968

Dear Mr. Pei :

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/ W. John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

cc:  John B. Lowy , Esq. (via E -mail)

CORRESP
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filename1.htm

Response Letter

FUTURE WORLD GROUP, INC.

301 South Brea Canyon Road

Walnut, CA 91789

909-718-7880

November 22, 2016

Via EDGAR

Mr. Dale Welcome

Mail Stop 4631

United States Securities and Exchange Commission

Washington D.C. 20549

Re:

Future World Group, Inc.

Form 10-K for the Fiscal Year Ended May 31, 2016

Filed August 25, 2016

Form 10-Q for the Fiscal Quarter Ended August 31, 2016

Filed October 21, 2016

File No. 333-197968

Dear Mr. Welcome:

Future World Group, Inc. submits this letter in response to your letter of November 16, 2016. For your convenience, we have set forth below the staff’s numbered comments in their entirety, followed by our response thereto:

Form 10-K for the Fiscal Year Ended May 31, 2016

Item 8. Financial and Supplementary Data, page 5

Report of Independent Registered Public Accounting Firm, page 6

1.

We note that the opinion paragraph of the audit report includes the phrase “subject to the condition noted in the following paragraph.” Based on this language, it is not clear to us if your auditor intended to provide an unqualified opinion with an explanatory paragraph related to a going concern or a qualified opinion due to the going concern. Please obtain a revised report from your independent accountant and include the revised report in an amendment to the Form 10-K to address the following:

·

If your auditor intended to provide an unqualified opinion with an explanatory paragraph related to a going concern, your auditor should exclude the phrase, noted above, from the opinion paragraph of the report and state, in clear and unqualified language, that in their opinion your financial statements are presented fairly, in accordance with generally accepted accounting principles in the United States of America, if accurate. Refer to AS 2415 and AS 3101.

·

If your auditor intended to provide a qualified opinion due to the going concern, the report would be required to comply with AS 3101; however, be advised qualified opinions do not satisfy the requirements of Article 2 of Regulation S-X.

United States Securities and Exchange Commission

November 22, 2016

Page 2

Response: The auditor excluded the phrase “subject to the condition noted in the following paragraph” in the revised audit report; and the revised audit report was included in the amended Form 10-K, filed with the Commission on November 22, 2016.

Item 9A. Controls and Procedures, page 15

Management’s Annual Report on Internal Control Over Financial Reporting, page 15

2.

Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control — Integrated Framework you utilized when performing your assessment of internal control over financial reporting.

Response: Future filings will be amended accordingly.

Form 10-Q for the Fiscal Quarter Ended August 31, 2016

Item 4. Controls and Procedures, page 12

Changes in Internal Control over Financial Reporting, page 12

3.

Please revise your disclosure in future filings to disclose whether there have been any changes in your internal controls and procedures during the most recently completed quarter. See Item 308 of Regulation S-K.

Response: Future filings will be amended accordingly.

We acknowledge that the adequacy and accuracy of the disclosure in our filings is our responsibility. We acknowledge that the staff comments or changes to disclosure do not foreclose the Commission from taking any action with respect to the filings. We acknowledge that the Company may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the Federal Securities Laws of the United States.

If you have any questions or need additional information, please contact our attorney, John B. Lowy, Esq., at 212-371-7799.

 Sincerely,

 /s/ Lester Pei

 Lester Pei, Chief Executive Officer

Mail Stop 4631

November 16, 2016

Via E -mail
Mr. Lei Pei
Chief  Executive  Officer
Future World Group, Inc.
301 South Brea Canyon Road
Walnut, CA   91789

Re: Future World Group, Inc.
 Form 10 -K for the Fiscal Year Ended May 31, 2016
 Filed August 25, 2016
 Form 10 -Q for the Fiscal Quarter Ended August 31, 201 6
 Filed  October 21, 2016
 File No. 333-197968

Dear Mr. Pei :

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

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

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

Form 10 -K for the Fiscal Year Ended May 31, 2016

Item 8. Financial and Supplementary Data, page 5
Report of Independent Registered Public Accounting Firm, page 6

1. We note that the opinion paragraph of the audit report includes the phrase “subject to the
condition noted in the following paragraph .”  Based on this language, it is not clear to us
if your auditor intended to provide an unqualified opinion with an explanatory paragraph
related to a going concern or a qualif ied opinion due to the going concern.  Please obtain
a revised report from your independent accountant and include the revised report in an
amendment to the Form 10 -K to address the following:

Mr. Lei Pei
Future World Group, Inc.
November 16, 2016
Page 2

  If your auditor intended to provide an unqualified opinion with  an explanatory
paragraph related to a going concern, your auditor should exclude the phrase,
noted above, from the opinion paragraph of the report and state, in clear and
unqualified language, that in their opinion your financial statements are presented
fairly, in accordance with generally accepted accounting principles in the United
States of America, if accurate.  Refer to AS 2415 and AS 3101.
 If your auditor intended to provide a qualified opinion due to the going concern,
the report would be required to comply with AS 3101; however, be advised
qualified opinions do not satisfy the requirements of Article 2 of Regulation S -X.

Item 9A. Controls and Procedures, page 15
Management’s Annual Report on Internal Control Over Financial Reporting, page 15

2. Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal
Control — Integrated Framework  you utilized when performing your assessment of
internal control over financial reporting .

Form 10 -Q for the Fiscal Quarter Ended August 31, 2016

Item 4. Controls and Procedures, page 12
Changes in Internal Control over Financial Reporting, page 12

3. Please revise your disclosure in future filings to disclose whether there have been any
changes in your internal controls and procedures during the most recently completed
quarter.  See Item 308 of Regulation S -K.

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

You may contact Dale Welcome at (202) 551 -3865 or Jeffrey Gordon at (202) 551 -3866
with any questi ons.

Sincerely,

 /s/ W John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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Cane & Company, LLC

BETAFOX CORP.

October 1, 2014

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Pamela A. Long

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:

Betafox Corp.

Registration Statement on Form S-1

File No. 333-197968

Dear Ms. Long:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Betafox Corp. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 to 4:00 PM Eastern Standard Time on October 3, 2014, or as soon thereafter as is practicable.

The Company acknowledges the following:

·

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.

Thank you for your assistance.  Please call with any questions.

Betafox Corp.

By:

/s/ Giorgos Kallides

Giorgos Kallides

CEO

8 Nicou Georgiou, Block 1 Apartment 201

CYP, Nicosia, 1095- Phone: 1702 879-4762

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

         September  22, 2014

Via E-mail
Mr. Giorgos Kallides
President , Treasurer, and Secretary
Betafox  Corp.
8 Nicou Georgiou, block 1, app 201
Nicosia, 1095
Cyprus

Re: Betafox Corp.
Amendment 1 to Registration Statement on Form S -1
Filed September 15 , 2014
  File No. 333 -197968

Dear Mr. Kallides :

We reviewed the amended registration statement  and have the comments below.

General

1. Notwithstanding the representations made to us in response to comment one in our
September 4, 2014 letter that Betafox has a specific business plan to manufacture and
sell colored flame candles and no plan, agreement, arrangement, or understanding to
engag e in a merger or acquisition with an unidentified company or companies or
other entity or person, disclosures indicate that Betafox is a shell company and also a
development stage company with minimal business operations.  In this regard, we
also note that  the company has had no revenues to date, requires a minimum of
$25,000 from this offering to implement its plan of operations for the next 12 months,
has no arrangements for additional financing, expects to suffer significant losses into
the foreseeable f uture, and there is substantial doubt about its ability to continue as a
going concern, produce any operating revenues, or ever achieve profitable operations.
Thus we continue to believe  that Betafox’s proposed business is commensurate in
scope with the u ncertainty ordinarily associated with a blank  check company and that
this offering should comply with Rule 419  of Regulation C under the Securities Act .
Please revise the registration statement  to comply with Rule 419 .

2. Please confirm to us that your fisc al year end is June 30 .

Mr. Giorgos Kallides
Betafox  Corp.
September  22, 2014
Page 2

Prospectus’ Outside Front Cover Page

3. We note your revised disclosure in response to comment seven in our letter dated
September 4, 2014.  Please revise the second row of the tabular disclosure to refer to
“Offering Expenses”  rather than “Offering Proceeds.”

Because we are considered to be a “shell company” …, we are subject to additional
disclosure requirements if we acquire or dispose of significant assets…, page 5

4. We note the disclosure that you are subject to additional disclosure requirements if
you enter into a transaction which results in a significant acquisition or disposition of
assets.  Please revise your disclosure to indicate, if true, that you have no plan,
agreement, arrangement, or understanding to engage in a  merger or acquisition with
an unidentified company or companies or other entity or person.  In this regard, we
also note the representation that you made to us in response to comment one in our
September 4, 2014 letter.

Summary Compensation Table, page 3 2

5. Please revise your tabular disclosure to provide compensation disclosure for the most
recently completed fiscal year, June 30, 2014.  In this regard, we note disclosure in
the first paragraph under “Description of Business” on page 24 stating that you
established a f iscal year by the end of June.

Security Ownership of Certain Beneficial Owners and Management, page 32

6. Please revise footnote (1) disclosure to reflect the beneficial ownership as of the most
recent practicable date.  Additionally, we note that the disclaimer included at the end
of the footnote creates unnecessary ambiguity regarding how the beneficial ownership
of a stockholder is calculated.  Please consider removing the disclaimer.

Non-cumulative Voting, page 36

7. Disclosure that present stockholders will own approximately 55% of your outstanding
shares of common stock if all of the shares of common stock being offered in this
registration statement are sold is inconsistent with revised disclosure on page 8 that
your sole director and offi cer, Mr. Giorgos Kallides, will own 37.5% of your
outstanding shares of common stock if all of the shares of common stock being
offered in this registration statement are sold.  Please reconcile the disclosures.

Mr. Giorgos Kallides
Betafox  Corp.
September  22, 2014
Page 3

Exhibit 5.1

8. Refer to comment 28 in our Sep tember 4, 2014 letter.  As requested previously,
please ask counsel to revise its opinion to consent also to being named  in the
registration statement.

Exhibit 10.3

9. The revised lease agreement filed as Exhibit 10.3 should include the signatures of the
parties and the date on which it was signed .  Please revise  and refile the exhibit
accordingly .

Exhibit 23.1

10. We note your response to comment 29 in our letter dated September 4, 2014;
however, the consent still shows the date of inception to be September 10, 2014.
Please hav e your independent registered public accountant revise its consent to
indicate that the date of inception is September 10, 2013 .

You may contact Dale Welcome , Staff Accountant , at (202) 551 -3865 or W. John
Cash , Accounting Branch Chief , at (202) 551 -3768 if you have questions about
comments on the financial statements and related matters.  You may contact  Edward M.
Kelly, Senior Counsel,  at (202) 551 -3728 or Era Anagnosti , Staff Attorney , at (202) 551 -
3369 with any other questions.

Very truly yours ,

/s/ Era Anagnosti,

for Pamela A. Long
Assistant Director
cc: Via E -mail
Scott P. Doney , Esq.
Clark Corporate Law Group, LLP
3273 East Warm Springs
Las Vegas, NV 89120

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

         September  4, 2014

Via E-mail
Mr. Giorgos Kallides
President , Treasurer, and Secretary
Betafox  Corp.
8 Nicou Georgiou, block 1, app 201
Nicosia, 1095
Cyprus

Re: Betafox Corp.
Registration Statement on Form S -1
Filed August 8 , 2014
  File No. 333 -197968

Dear Mr. Kallides :

We have reviewed your registration statement  and have the following comments.
In some of our comments  we may ask you to provide us  information so that 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 that our comments apply to
your facts and circumstances or do not believe an amend ment 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. Disclosure s indicate  that (i) you are a shell and also a development stage comp any
with nominal operatio ns since your formation in September  2013, (ii) you have
generated no revenues to date , and that you need  a minimum of $2 5,000 to
implement your plan of operations for the next 12 months, (iii) you have no
arrangements for additional financing, and (iv) you expect  significant losses into
the foreseeable future .  These and other facts suggest that your proposed business
is commensurate in scope with the uncertainty ordinarily associated with a blank
check company and that this offering  should com ply with Rule 419  of Regulation
C under the Securities Act .  Please revise the registration statement  to comply
with Rule 419  or otherwise please provide us with a detailed legal analysis which

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 2
 explains why Rule 419 does not apply to this offering .

2. We note your disclosure that you qualify as an “emerging growth company” as
defined in the Jumpstart Our Business Startups Act.  Please supplementally
provide us with copies of all written communications, as defined in Rule 405
under the Securitie s Act, that you, or anyone authorized to do so on your behalf,
will present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Registration Statement’s Facing Page

3. Mr. Scott Olson has advised us that he is not acting as your outside counsel and is
not associated with this registration statement  in any capacity .  Please remove Mr.
Olson’s name and contact information from the registration statement’s facing
page.

4. As this offering is being conducted on a continuous basis, please check the Rule
415 box on the registration statement facing page.

Prospectus’  Outside Front Cover Page

5. Revise the caption at the top of the prospectus’ outside front cover page to state
that you are offering 10 million shares of common stock and not 75 million
shares .  Please address this comment also with respect to the “Duration of the
Offering ” disclosure on page 4.

6. Limit the prospectus’ outside front cover page to one page  by re moving
information not required by Item 501 of Regulation S -K or not key to an
investment decision.

7. With respect to the aggregate proceeds of the offering, please revise to also
disclose the anticipated net proceeds from the offering assuming the sale of 25%,
50% and 75% of the shares that you are offering.  Refer to Item 501(b)(3) of
Regulation S -K.

8. Please conform the language regarding the “subject to completion” legend to the
requirements of Item 501(b)(10) of Regulation S -K.  In this regard, we note that
the phrase “HAS BEEN CLEARED OF COMMENTS AND ” in the last
paragraph  should be removed .

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 3
 Risk Factors, page 5

We have a sole director and officer, page 6

Candle Producing Companies Consist of Mostly Non -Public Companies, page 6

9. Please revise the headings of these two risk factors to describe  succinctly the risk s
result ing from the facts or uncertainties.  See Item 503(c) of Regulation S -K.  In
addition, please revise your disclosure to provide  an objective criteria for
statements such as “candle producing companies consist of mostly non -public
companies” by providing the basis upon which you are relying to make this
statement.

Because our sole officer and director own 100% of the company’s shares and will own
44% of the company’s outstanding shares…, page 9

10. Revise the caption or heading and the first sentence of this risk  factor to state that
your sole officer and director will own 37.5% of your common stock if 100% of
the 10 million  registered  shares  are sold.   Similarly, revise the first sentence of
this risk factor to state that your sole officer and director will own 4 4.4% of your
common stock if 75% of the 10 million registered shares are sold, 54.5% of your
common stock if 50% of the 10 million registered shares are sold, and 75% of
your common stock if 25% of the 10 million registered shares are sold.

Because our current president and executive officer devote limited amount of time to the
company…, page 10

11. You disclose here that your CEO devotes approximately 20 hours per week to the
company’s business, while on page three of the registration statement you
disclose that he devotes 30%  of his time and on page 33 you state that he will
devote  50% of his busine ss time to the company’s operations .  Please reconcile all
of your disclosures for consistency.

Management’s Discussion and Analysis or Plan of Operation, page 15

12. Disclosure that your sole officer and director, Mr. Giorgos K allides, has ve rbally
agreed to lend funds to pay for the registration process and to implement your
business plan or to help maintain a reporting status with the Commission in the
form of a non -secured loan for the next 12 months , is inconsistent with the terms
of the verbal agreement filed as exhibit 10.1 to the registration statement .  The
terms of that agreement indicate  that Mr. Kallides has verbally agreed to loan the
company funds necessary to complete the registration process  only.  Please
reconcile the se disclosures.

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 4
 12 Month Plan of Operation, page 16

13. In the last paragraph on page 16, please revise your disclosure to provide the basis
for your belief that you “can collect the necessary amount of money during the
next 12 months.”

14. You state that you have purchased one candle making machine with the help of
your director who lent you the money.  On page 28 under “Equipment” you
disclose that the cost of one candle making machine is $6,000 and in Note 4 to
your financial statements, you disclose that the two loans made by the director
were for a total amount of $3,631, less than what was required to purchase  one
candle making machine.  Please advise, or revise your disclosures to the extent
necessary to address this discrepancy.

Set Up and Test Candle Making Machine, page 18

15. Please confirm that the $1,000 cost to operate the machine will be for a 12 month
period, or otherwise identify the timeframe during which you will incur this cost.

Machines for Candle Production, page 21

16. In the second paragraph you state that you will start expansion in European
countries, such as Poland, Italy , Ukraine and Russia.  Please tell us why you have
selected these countries as part of your expansion plans and how you intend to
penetrate these markets.

Marketing, page 22

17. Please revise  the estimated cost of marketing expenses to reflect the total cost of
$37,400  rather t han $23,800 , which appears to reflect the estimated marketing
costs in the event that you sell 75% of the shares .

Liquidity and Capital Resources, page 24

18. We note the disclosure that you are highly dependent upon the success of the
private offerings of equity or debt securities, “as described herein.”  Delete the
phrase “as described herein.”   To the extent that you are currently conducting a
private offering or have entered into an agreement or arrangement to conduct such
an offering, please disclose.

Description of Business, page 26

19. We note the disclosure relating to the partners ready to cooperate with you.
Advise whether you have an agreement with each identified partner , and, if so,

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 5
 please disclose the material terms of these agreements and advise as to what
consideration you have given to filing the agreement  with each identified partner
as an exhibit  to the registration statement.  See Item 601(b)(10) of Regulation S -
K.  Additionally, if no agreements have been entered into, please revise your
disclosure to further expand on the intended meaning of “ready to cooperate with
[you]” statement .

Target Market, page 27

Markets, page 27

Marketing, page 27

Supplies, page 28

20. Much of the presentation throughout these subsections is subjective and does not
provide the potential investors  with an objective  understanding  of the markets you
are about to enter .  In this regard, we note conclusive statements such as “we have
clients ranging from 20 to 35 years of age ” even though you have not yet sold any
of your products .  In addition, you state that  you are focusing on cities with large
student communities, while students may not necessarily comprise a significant
portion of the buying force , or that you are counting on high demand for yo ur
products without providing objective industry data of what the current market
demand for your products is .  Furthermore, some of the disclosures throughout
these subsections indicate or suggest that you are a fully operational company,
even though currently you have minimal business operations, and have earned no
revenues.   Since you must have a reasonable basis for any assertion, belief,
opinion, or projection that you disclose , please revise your disclosures as
necessary to ensure that you correctly  reflect the current s tatus of your operations
and provide the potential investors with a clear and concise understanding of your
business.

Contract s for sale of goods with “Home and Beyond” , page 29

21. We note that the  date of the  contract here as well as in the agreement  filed as
exhibit 10.2 to the registration statement state  is December 1, 2014.  Please advise
or otherwise correct the contract date accordingly .  In addition, please revise your
disclosure to summarize the material terms of the contract only, rather than
duplicating the text of the entire contract in the prospectus  (a similar observation
is made with regard to the lease agreement disclosed on page 30) .  Your
disclosure should also indicate that no party under the agreement is obligated to
purchase or sell a certain minimum number of products  or dollar amount .

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 6
 Revenue, page 31

22. Please disclose whether the cost of shipping, and any import or tax duties would
affect the overall cost of your products .

Directors, Executive Officers, Promoter and Control Persons , page 33

23. For your sole  director, discuss briefly the specific experience, qualifications,
attributes, or skills that led to the conclusion that Mr. Kallides  should serve as a
director for the company in light of th e company’s business and structure .  See
Item 401(e)(1) of Regulation S -K.  In addition, since Mr. Kallides devotes only
30% of his time to the company’s business, please disclose whether  since 2013  he
was engaged with another business or w as employed by another company.

24. To the extent Mr. Kallides may be considered a control person or a  promoter of
the company , please expand your disclos ure to comply with all material
requirements of subparagraphs (c) and (d) of Item 404  of Regulation S -K.

Plan of Distribution; Terms of the Offering, page 37

25. Please tell us more about the manner in which the securities will be offered and
how investors will learn about the offering.  For example, will Mr. Kallides solicit
investors through direct mailings or personal contacts?  How will Mr. Kallides
identify those who might have a n interest in purchasing shares?  Please provide us
copies of any materials that Mr. Kallides intends to use.

26. Please address any applicable requirements of Regulation M for this offering.  For
guidance you may wish to refer to Staff Legal Bulletin No. 1 of the Division of
Market Regulation available on the Commission’s website.

Legal Matters, page 42

27. Please revise your disclosure to state  that Clark Corporate Law Group, LLP has
opined on the validity of the shares of common stock being offered  and not Mr.
Scott Olson .  In this regard, we note the legal opinion filed as Exhibit 5.1.  Please
also disclose  counsel’s address as required by Schedule A to the Securities Act .

Exhibit 5.1

28. Please have counsel  revised its opinion to  consent  to it being named in the
registration statement.

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 7
 Exhibit 23.1

29. Please have your independent registered public accountant revise its consent to
indicate that the date of inception is September 10, 2013 .

We urge all persons who are re sponsible 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 possessi on of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures that they have made.

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

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respec t 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 .

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting accelerati on are aware of their
responsibili ties under the Securities Act  and the  Securities Exchange Act  as they relate to
the proposed public offering of the s ecurities specified in the  registration statement.
Please allow adequate time  for us to review any amendment before the requested
effective date of the registration sta tement.

Mr. Giorgos Kallides
Betafox  Corp.
September  4, 2014
Page 8
 You may contact Dale Welcome , Staff Accountant , at (202) 551 -3865 or W. John
Cash , Accounting Branch Chief , at (202) 551 -3768 if you have questions about
comments on the financial statements and related matters.  You may contact  Edward M.
Kelly, Senior Counsel,  at (202) 551 -3728 or Era Anagnosti , Staff Attorney , at (202) 551 -
3369 with any other questions.

Very truly yours ,

/s/ Era Anagnosti,

for Pamela A. Long
Assistant Director
cc: Via E -mail
Scott P. Doney , Esq.
Clark Corporate Law Group, LLP
3273 East Warm Springs
Las Vegas, NV 89120