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WINNERS
INC

401
Ryland Street

Suite
200-A

Reno,
NV 89502

April
22, 2026

Ms.
Alyssa Wall

Mr.
Jason Drory

United
States Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

Washington,
DC 20549

Re:
Winners, Inc.

Offering
Statement on Form 1-A

Filed
March 26, 2026

File
No. 024-12729

Request
for Qualification

RE:
Request for Qualification of Form 1-A, originally filed March 26, 2026, as amended by Form 1-A/A on April 14, 2026.

Dear
Ms. Wall and Mr. Drory,

Winners,
Inc. hereby requests qualification of the above referenced Form 1-A (as amended by Form 1-A/A) on or before 3 p.m. on April 24, 2026,
or as soon as practical thereafter.

In
making this request, the Company acknowledges that:

    ●
    Should
    the Commission or the staff, acting pursuant to delegated authority, qualify the filing, 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 qualifying the filing, does not relieve the Company
    from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and

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

    Respectfully
    Submitted,

    /s/
    B. Michael Friedman

    B.
Michael Friedman, CEO

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WINNERS,
INC.

401
Ryland Street, Suite 200-A

Reno,
NV 89502

April
14, 2025

Alyssa
Wall

Jason
Drory

United
States Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

Washington,
DC

    Re:
    Winners,
    Inc.

Offering
Statement on Form 1-A

Filed
March 26, 2026

File
No. 024-12729

Dear
Ms. Wall and Mr. Drory,

We
are in receipt of your comment letter dated April 8, 2025 in the above referenced matter and hereby respond to same as follows:

Offering
Statement on Form 1-A

General

    1.
    Please
    review your filing to include the historical financial statements of Winners, Inc. pursuant to (a) and (b) of Part F/S of Form 1-A.

RESPONSE:
We have updated and amended the Form 1-A accordingly.

    2.
    Pursuant
    to (b)(3) of Part F/S of Form 1-A, please update your financial statements to present financial statements for the years ended December
    31, 2025 and December 31, 2024. Update any associated financial information in relevant sections of the filing as necessary.

RESPONSE:
We have updated and amended the Form 1-A accordingly.

Additionally,
we have filed the required notification filing with the State of Florida and we will not request qualification until such time as we
can confirm in writing that we are cleared within the State of Florida.

There
are no participants in the offering that are required to clear compensation arrangements with FINRA.

    Respectfully
    Submitted,

    /s/
    B. Michael Friedman

    B.
    Michael Friedman, President,

Chief Executive Officer and Director

April 8, 2026
B. Michael Friedman
Chief Executive Officer
Winners, Inc.
401 Ryland Street
Suite 200-A
Re:Winners, Inc.
Offering Statement on Form 1-A
Filed March 26, 2026
File No. 024-12729
Dear B. Michael Friedman:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please revise your filing to include historical financial statements of Winners, Inc.
pursuant to (a) and (b) of Part F/S of Form 1-A.
2.Pursuant to (b)(3) of Part F/S of Form 1-A, please update your financial statements to
present financial statements for the years ended December 31, 2025 and December 31,
2024. Update any associated financial information in relevant sections of the filing as
necessary.
            We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering. If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.

April 8, 2026
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Alyssa Wall at 202-551-8106 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jim Byrd

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WINNERS,
INC.

1180
North Town Center Drive Suite 100 #179

Las
Vegas, Nevada 89144

July
19, 2022

VIA
EDGAR

Ms.
Janice Adeloye

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Winners,
                                            Inc. (the “Company”)

Post-qualification
Amendment to

Offering
Statement on Form 1-A (the “Post-Qualification Amendment”)

Filed
July 12, 2022

Commission
File No. 024-11355

Dear
Ms. Adeloye:

On
behalf of the Company, I respectfully request that the qualification date of the Post-Qualification Amendment be accelerated and that
the Post-Qualification Amendment be declared qualified July 21, 2022, at 10:00 a.m. EDT, or as soon thereafter as is reasonably practicable.

In
making this request, the Company represents that the Post-Qualification Amendment will be approved in the State of Colorado, upon qualification
by the Securities and Exchange Commission (the “Commission”), and acknowledges the following:

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

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

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

Very
truly yours,

/s/
Wayne Allyn Root

Wayne
Allyn Root

Chief
Executive Officer

Winners,
Inc

United States securities and exchange commission logo
July 19, 2022
Thomas Terwilliger
Chief Executive Officer
WINNERS, INC.
1180 North Town Center Drive Suite 100 #1079
Las Vegas, NV 89144
Re:WINNERS, INC.
Post Qualification Offering Statement on Form 1-A
Filed July 12, 2022
File No. 024-11355
Dear Mr. Terwilliger :
            This is to advise you that we do not intend to review your amendment.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Brian Fetterolf at 202-551-6613 with
any questions.

Sincerely,
Division of Corporation Finance
Office of Trade & Services

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WINNERS,
INC.

1180
North Town Center Drive Suite 100 #179

Las
Vegas, Nevada 89144

April
4, 2022

VIA
EDGAR

Ms.
Janice Adeloye

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Winners, Inc.
    (the “Company”)

    Post-qualification
    Amendment to

    Offering Statement
    on Form 1-A (the “Post-Qualification Amendment”)

    Filed March
    25, 2022

    Commission
    File No. 024-11355

Dear
Ms. Adeloye:

The
Company hereby withdraws its previously submitted request for acceleration dated April 1, 2022.

On
behalf of the Company, I respectfully request that the qualification date of the Post-Qualification Amendment be accelerated and that
the Post-Qualification Amendment be declared qualified April 5, 2022, at 12:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

In
making this request, the Company represents that the Post-Qualification Amendment will be approved in the State of Colorado, upon qualification
by the Securities and Exchange Commission (the “Commission”), and acknowledges the following:

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

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

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

Very
truly yours,

/s/
Thomas Terwilliger

Thomas
Terwilliger

Chief
Executive Officer

Winners,
Inc.

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WINNERS, INC.

1180 North Town Center Drive Suite 100 #179

Las Vegas, Nevada 89144

April 1, 2022

VIA EDGAR

Ms. Janice Adeloye

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Winners, Inc. (the “Company”)

    Post-qualification Amendment to

    Offering Statement on Form 1-A (the “Post-Qualification Amendment”)

    Filed March 25, 2022

    Commission File No. 024-11355

Dear Ms. Adeloye:

On behalf of the Company, I respectfully request that the qualification
date of the Post-Qualification Amendment be accelerated and that the Post-Qualification Amendment be declared qualified April 4, 2022,
at 10:00 a.m. EST, or as soon thereafter as is reasonably practicable.

In making this request, the Company acknowledges the following:

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

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

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

Very truly yours,

/s/ Thomas Terwilliger

Thomas Terwilliger

Chief Executive Officer

Winners, Inc.

United States securities and exchange commission logo
March 30, 2022
Thomas Terwilliger
Chief Executive Officer
WINNERS, INC.
1180 North Town Center Drive Suite 100 #1079
Las Vegas, NV 89144
Re:WINNERS, INC.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
Filed on March 25, 2022
File No. 024-11355
Dear Mr. Terwilliger:
            This is to advise you that we do not intend to review your amendment.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Donald Field at 202-551-3680 with
any questions.

Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Winners,
Inc.

1180
North Town Center Drive

Suite
100 #179

Las
Vegas, NV 89144

March
9, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Daniel Morris, Esq.

 Re: Winners,
Inc. fka GoooGreen, Inc.

 Offering Statement
on Form 1-A

Filed
 February 16, 2021

File
No. 024-11355

Ladies and Gentlemen:

By letter dated March 5,
2021, the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided Winners,
Inc. (the "Company") with comments on the Company's Offering Statement on Form 1-A, described above.

This letter contains the Company's
responses to the Staff's comments. The numbered responses and the headings set forth below correspond to the numbered comments
and headings in the Staff's letter to the Offering Statement.

The Company has revised the Offering
Statement in response to the Staff's comments in its letter and pursuant to a subsequent telephone call with our counsel, and is
concurrently filing Amendment No 2.

For 1-A Filed February 16, 2021

Cover Page

We note that you have revised the offering statement to indicate that you intend to offer
up to 100 million shares at a range of $0.005 - $0.25. Under Rule 253(b)(2)(ii), the upper end of the range must be used in determining
the aggregate offering price, which means your maximum offering amount is $25 million and exceeds the offering amount for Tier
1 offerings permitted under Rule 251(a)(1). Please advise and revise as appropriate.

COMPANY'S RESPONSE

We have decreased the amount of the
upper range to $0.20.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 2

Liquidity and Capital Resources, page 37

We note your response to prior comment 10. Please revise to describe the material terms
of your agreement with Pete Rose and file the agreement as an exhibit to the offering statement. In addition, please file your
agreements with the national media buyer referenced in your response to prior comment 10.

COMPANY'S RESPONSE

We have expanded the discussion of the terms of the
Pete Rose agreement and are filing the agreement as an exhibit. We are also filing as an exhibit the agreement with the media buyer.

Arrangements with VWIN Handicappers, page 45

If material, please file your agreements with your handicappers. Also, please expand your
disclosure in this section to describe the “related content” that is sold and advertised on your website under this
agreement and, if material, whether you receive additional compensation for any sales of "related content" sourced through
your website.

COMPANY'S RESPONSE

We do not believe that the agreements with the handicappers
are material because they are commission based and terminable upon 30 days’ notice. We have expanded our discussion of related
content and indicated that no additional compensation is or will be payable.

If you have any questions
regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com.

    Sincerely,

    Winners
    Inc.

    /s/  Thomas
    Terwilliger

    By
    Thomas Terwilliger,

Chief Executive Officer

 cc: David
L. Ficksman

United States securities and exchange commission logo
March 5, 2021
Thomas Terwilliger
Chief Executive Officer
Winners, Inc.
1180 North Town Center Drive
Suite 100 #179
Las Vegas, NV 89144
Re:Winners, Inc.
Amended Offering Statement on Form 1-A
Filed February 16, 2021
File No. 024-11355
Dear Mr. Terwilliger:
            We have reviewed your amended offering 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 offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 24, 2020 letter.
Amended Offering Statement on Form 1-A
Cover Page
1.We note that you have revised the offering statement to indicate that you intend to offer
up to 100 million shares at a range of $0.005 - $0.25.  Under Rule 253(b)(2)(ii), the upper
end of the range must be used in determining the aggregate offering price, which means
your maximum offering amount is $25 million and exceeds the offering amount for Tier 1
offerings permitted under Rule 251(a)(1).  Please advise and revise as appropriate.

 FirstName LastNameThomas Terwilliger
 Comapany NameWinners, Inc.
 March 5, 2021 Page 2
 FirstName LastName
Thomas Terwilliger
Winners, Inc.
March 5, 2021
Page 2
Liquidity and Capital Resources, page 37
2.We note your response to prior comment 10.  Please revise to describe the material terms
of your agreement with Pete Rose and file the agreement as an exhibit to the offering
statement.  In addition, please file your agreements with the national media buyer
referenced in your response to prior comment 10.
Arrangements with VWIN Handicappers, page 45
3.If material, please file your agreements with your handicappers.  Also, please expand your
disclosure in this section to describe the “related content” that is sold and advertised on
your website under this agreement and, if material, whether you receive additional
compensation for any sales of "related content" sourced through your website.
            You may contact Scott Stringer at (202) 551-3272 or Angela Lumley at (202) 551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Erin Jaskot at (202) 551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Ficksman

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Winners,
Inc.

1180
North Town Center Drive

Suite
100 #179

Las
Vegas, NV 89144

February
16, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Daniel Morris, Esq.

 Re: Winners,
Inc. fka GoooGreen, Inc.

 Offering Statement
on Form 1-A

Filed
October 28, 2020

File
No. 024-11355

Ladies
and Gentlemen:

By
letter dated November 24, 2020, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided Winners, Inc. fka GoooGreen, Inc. (the “Company”) with comments on the Company’s Offering Statement
on Form 1-A, described above.

This
letter contains the Company’s responses to the Staff’s comments. The numbered responses and the headings set forth
below correspond to the numbered comments and headings in the Staff’s letter to the Offering Statement.

The
Company has revised the Offering Statement in response to the Staff’s comments in its letter and pursuant to a subsequent
telephone call with our counsel, and is concurrently filing Amendment No 1.

Form
1-A Filed October 28, 2020

Cover
Page

 1. Please
                                         recalculate the maximum amount of the offering using the high end of the proposed price
                                         range. Revise throughout the registration statement, including in your Use of Proceeds,
                                         to clarify that the maximum offering amount that could be raised in this offering is
                                         $25 million.

COMPANY’S
RESPONSE

The
maximum offering is $5,000,000. The number of shares issuable will depend on the offering price per share, which is expected to
be $0.05 - $.25. The Company believes that the disclosure makes this clear.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 2

Our
Management, page 21

 2. Please
                                         revise to ensure that you have disclosed the principal occupations and employment over
                                         the last five years of each of your directors and executive officers. Include the name
                                         and the principal business of any corporation or other organization at which each person
                                         worked.

COMPANY’S
RESPONSE

We
have revised the disclosure to address the Staff’s comments

Use
of Proceeds, page 28

 3. We
                                         note there is an outstanding balance of $100,000 related to a Note held by Tiger Trout
                                         Puerto Rico LLC. It does not appear this Note is included in the table, Description of
                                         Liabilities, or the balance of $1,015,000 that you intend to repay with the proceeds
                                         from this offering. If it is your intention to repay this Note please revise your disclosure
                                         accordingly, if not please explain.

COMPANY’S
RESPONSE

We
have included the Tiger Trout note in the table

Description
of Notes, page 29

Description
of Liabilities, page 29

 4. You
                                         disclose that you intend to use the net proceeds from the offering for repayment of notes
                                         and payment of outstanding liabilities. If the debt was incurred within the last year,
                                         please disclose how the funds were used. See Instruction 6 to Item 504 of Regulation
                                         SK. Please also file copies of the note agreements as exhibits to the Form 1-A, or tell
                                         us why you are not required to do so.

COMPANY’S
RESPONSE

We
have disclosed that proceeds from the incurrence of debt have been used principally for working capital to develop the service
including for payment to consultants and other service providers.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 3

Determination
of Offering Price, page 30

 5. Refer
                                         to the final sentence of this section. The percentage of your total common stock that
                                         will be comprised by the offered shares, assuming the offering is fully subscribed, would
                                         not appear to depend upon the price at which the shares are offered. Please revise to
                                         clarify.

COMPANY’S
RESPONSE

The
Company believes that the disclosure is clear as the percentage of shares outstanding is based on the assumption that the offering
price is $0.05 per share,

Dilution,
page 30

 6. We
                                         note you provide dilution assuming 100% of the offering is subscribed. Please revise
                                         to also provide the amount of dilution assuming 25%, 50% and 75% is subscribed.

COMPANY’S
RESPONSE

The
document has been revised to reflect each scenario.

 7. Please
                                         revise to include the dilution disclosure required by Item 4 of Form 1-A. Include a comparison
                                         of the public contribution under the proposed public offering and the effective cash
                                         contribution of officers, directors, promoters and affiliated persons.

COMPANY’S
RESPONSE

None
of the officers, directors, promoters and affiliated persons have paid cash for their securities.

Description
of Business, page 33

 8. Please
                                         describe in more detail the products and subscription packages you intend to provide,
                                         and disclose the anticipated pricing levels for your different subscription packages,
                                         or state that you have not yet made a determination as to pricing. Please indicate when
                                         you believe you will begin offering such products.

COMPANY’S
RESPONSE

The
Company does not plan to offer subscription packages at this time and we have deleted references to subscriptions.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 4

 9. Please
                                         revise to disclose the commission percentage that the company’s handicappers have
                                         agreed to accept as compensation, and how long they have agreed to provide their services
                                         to you at reduced fees. Please also disclose whether you have written agreements in place
                                         with each of the independent advisors/consultants and sports handicappers you have listed
                                         on pages 43-45, and, if so, please provide a general description of the material terms
                                         of the agreements, including the term and termination provisions. If you do not have
                                         agreements with such persons, please indicate how, if at all, they are obligated to provide
                                         their services to the company.

COMPANY’S
RESPONSE

We
have disclosed the range of commissions. We have now disclosed the written agreements in place with the independent advisors/consultants
and handicappers.

Business
Plan Overview, page 34

 10. We
                                         note your statement that you have signed television advertising campaigns with major
                                         television networks starting in the fall of 2020. Please disclose the material terms
                                         of such agreements, including the parties to the agreements and the amount you are obligated
                                         to pay under each agreement. Please also disclose whether you have a written agreement
                                         in place with Pete Rose to appear in your national advertising campaign.

COMPANY’S
RESPONSE

The
Company never indicated that it has signed contracts with major networks; rather the agreements are with a national media
buyer. The Company has made additional disclosure regarding the arrangements. We have also disclosed that we have a written
contract with Pete Rose.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 5

Liquidity
and Capital Resources; Plan of Operations, page 37

 11. You
                                         state on page 38 that as of the date of this offering, you have enough money to meet
                                         your current monthly obligations through March 2021. However, according to your financial
                                         statements, you have no cash on hand. Please revise to state whether you are dependent
                                         on this offering to meet your current monthly obligations going forward. If not, please
                                         clarify how you intend to meet such obligations.

COMPANY’S
RESPONSE

As
of December 31, 2020, the Company had $340,268 in total assets, consisting of $218,356 in cash, a $10,412 receivable from stock
subscriptions that is expected to be remitted by March 2021, and a $70,000 loan which is expected to be repaid in June 2021.

Financial
Statements, page 58

 12. We
                                         note disclosure on page 9 indicating that since the Reorganization Agreement was effective
                                         after June 30, 2020, the financial statements included are those of GGI. Please explain
                                         how you determined this was the appropriate approach. Based on our understanding of the
                                         Reorganization Agreement the transaction appears akin to a reverse recapitalization equivalent
                                         to the issuance of stock by Vegas Winners, Inc. (a private operating company) for the
                                         net monetary assets of GGI (a shell corporation), resulting in the owners and management
                                         of Vegas Winners, Inc. having actual or effective voting and operating control of the
                                         combined company. As a result of the Reorganization Agreement it appears that you succeeded
                                         to substantially all of the business of Vegas Winners, Inc. and that your operations
                                         before the succession were insignificant relative to the operations acquired. It therefore
                                         appears that Vegas Winners, Inc. is the predecessor, and predecessor audited financial
                                         statements required by Part F/S(c)(1)(i) and (ii) of Form 1-A and Rules 8-02 and 8-03
                                         of Regulation S-X should be provided. Please advise. Please also consider revising your
                                         discussion and analysis of financial condition and results of operations accordingly.
                                         Also, please explain your consideration of providing pro forma information as required
                                         by Part F/S(b)(7)(iv) of Form 1-A.

COMPANY’S
RESPONSE

After
consideration, the Company agrees that the acquisition of Vegas Winners, Inc. is a reverse acquisition and the accounting acquirer
is Vegas Winners, Inc. The financial statements now reflect this treatment. Given this is a reverse recapitalization with a public
shell corporation, we do not believe that providing proforma information is required considering the historical financial statements
are those of the accounting acquirer.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 6

Statement
of Operations, page 61

 13. It
                                         appears the weighted average shares outstanding for the six months ended June 30, 2019
                                         and for the year ended December 31, 2019 do not reflect the cancellation of 15.5 million
                                         shares as presented in the Statements of Stockholders’ Deficit. Please revise or
                                         explain.

COMPANY’S
RESPONSE

The
updated version of the financial statements has been prepared for the years ended December 31, 2020 and 2019. The statement of
stockholders’ deficit reflects the recapitalization to the earliest period presented, which is December 31, 2018. The cancellation
of 15,500,000 shares in 2019 has been reflected, therein, as well as in the weighted average share calculation.

Notes
to Financial Statements

Note
2 – Going Concern, page 64

 14. We
                                         note you disclose that your independent auditors expressed substantial doubt about your
                                         ability to continue as a going concern. Please clarify whether management’s evaluation
                                         of conditions and events also raised substantial doubt about your ability to continue
                                         as a going concern. If so, revise your disclosure to include a statement indicating management
                                         has substantial doubt about your ability to continue as a going concern. We refer you
                                         to ASC 205-40-50-13.

COMPANY’S
RESPONSE

In
the revised financial statements, we have included a liquidity, going concern and management’s plans note.

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Daniel Morris, Esq.

Page 7

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com.

    Sincerely,

    Winners
    Inc.

    /s/  Thomas
    Terwilliger

    By
    Thomas Terwilliger,

Chief Executive Officer

 cc: David
L. Ficksman

United States securities and exchange commission logo
November 24, 2020
Thomas Terwilliger
Chief Executive Officer
GoooGreen, Inc.
1702 A Street #C-350
Sparks, NV 89431
Re:GoooGreen, Inc.
Offering Statement on Form 1-A
Filed October 28, 2020
File No. 024-11355
Dear Mr. Terwilliger:
            We have reviewed your offering 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 offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed October 28, 2020
Cover Page
1.Please recalculate the maximum amount of the offering using the high end of the proposed
price range. Revise throughout the registration statement, including in your Use of
Proceeds, to clarify that the maximum offering amount that could be raised in this offering
is $25 million.
Our Management, page 21
2.Please revise to ensure that you have disclosed the principal occupations and employment
over the last five years of each of your directors and executive officers.  Include the name
and the principal business of any corporation or other organization at which each person
worked.

 FirstName LastNameThomas Terwilliger
 Comapany NameGoooGreen, Inc.
 November 24, 2020 Page 2
 FirstName LastName
Thomas Terwilliger
GoooGreen, Inc.
November 24, 2020
Page 2
Use of Proceeds, page 28
3.We note there is an outstanding balance of $100,000 related to a Note held by Tiger Trout
Puerto Rico LLC.  It does not appear this Note is included in the table, Description of
Liabilities, or the balance of $1,015,000 that you intend to repay with the proceeds from
this offering.  If it is your intention to repay this Note please revise your disclosure
accordingly, if not please explain.
Description of Notes, page 29
Description of Liabilities, page 29
4.You disclose that you intend to use the net proceeds from the offering for repayment of
notes and payment of outstanding liabilities.  If the debt was incurred within the last year,
please disclose how the funds were used.  See Instruction 6 to Item 504 of Regulation S-
K. Please also file copies of the note agreements as exhibits to the Form 1-A, or tell us
why you are not required to do so.
Determination of Offering Price, page 30
5.Refer to the final sentence of this section. The percentage of your total common stock that
will be comprised by the offered shares, assuming the offering is fully subscribed, would
not appear to depend upon the price at which the shares are offered.  Please revise to
clarify.
Dilution, page 30
6.We note you provide dilution assuming 100% of the offering is subscribed.  Please revise
to also provide the amount of dilution assuming 25%, 50% and 75% is subscribed.
7.Please revise to include the dilution disclosure required by Item 4 of Form 1-A. Include a
comparison of the public contribution under the proposed public offering and the effective
cash contribution of officers, directors, promoters and affiliated persons.
Description of Business, page 33
8.Please describe in more detail the products and subscription packages you intend to
provide, and disclose the anticipated pricing levels for your different subscription
packages, or state that you have not yet made a determination as to pricing. Please indicate
when you believe you will begin offering such products.
9.Please revise to disclose the commission percentage that the company's handicappers have
agreed to accept as compensation, and how long they have agreed to provide their services
to you at reduced fees. Please also disclose whether you have written agreements in place
with each of the independent advisors/consultants and sports handicappers you have listed
on pages 43-45, and, if so, please provide a general description of the material terms of the
agreements, including the term and termination provisions. If you do not have agreements

 FirstName LastNameThomas Terwilliger
 Comapany NameGoooGreen, Inc.
 November 24, 2020 Page 3
 FirstName LastName
Thomas Terwilliger
GoooGreen, Inc.
November 24, 2020
Page 3
with such persons, please indicate how, if at all, they are obligated to provide their
services to the company.
Business Plan Overview, page 34
10.We note your statement that you have signed television advertising campaigns with major
television networks starting in the fall of 2020.  Please disclose the material terms of such
agreements, including the parties to the agreements and the amount you are obligated to
pay under each agreement.  Please also disclose whether you have a written agreement in
place with Pete Rose to appear in your national advertising campaign.
Liquidity and Capital Resources; Plan of Operations, page 37
11.You state on page 38 that as of the date of this offering, you have enough money to meet
your current monthly obligations through March 2021.  However, according to your
financial statements, you have no cash on hand.  Please revise to state whether you are
dependent on this offering to meet your current monthly obligations going forward.  If
not, please clarify how you intend to meet such obligations.
Financial Statements, page 58
12.We note disclosure on page 9 indicating that since the Reorganization Agreement was
effective after June 30, 2020, the financial statements included are those of GGI.  Please
explain how you determined this was the appropriate approach.  Based on our
understanding of the Reorganization Agreement the transaction appears akin to a reverse
recapitalization equivalent to the issuance of stock by Vegas Winners, Inc. (a private
operating company) for the net monetary assets of GGI (a shell corporation), resulting in
the owners and management of Vegas Winners, Inc. having actual or effective voting and
operating control of the combined company.  As a result of the Reorganization Agreement
it appears that you succeeded to substantially all of the business of Vegas Winners, Inc.
and that your operations before the succession were insignificant relative to the operations
acquired.  It therefore appears that Vegas Winners, Inc. is the predecessor, and
predecessor audited financial statements required by Part F/S(c)(1)(i) and (ii) of Form 1-A
and Rules 8-02 and 8-03 of Regulation S-X should be provided.  Please advise.  Please
also consider revising your discussion and analysis of financial condition and results of
operations accordingly. Also, please explain your consideration of providing pro forma
information as required by Part F/S(b)(7)(iv) of Form 1-A.
Statement of Operations, page 61
13.It appears the weighted average shares outstanding for the six months ended June 30, 2019
and for the year ended December 31, 2019 do not reflect the cancellation of 15.5 million
shares as presented in the Statements of Stockholders’ Deficit.  Please revise or explain.

 FirstName LastNameThomas Terwilliger
 Comapany NameGoooGreen, Inc.
 November 24, 2020 Page 4
 FirstName LastName
Thomas Terwilliger
GoooGreen, Inc.
November 24, 2020
Page 4
Notes to Financial Statements
Note 2 – Going Concern, page 64
14.We note you disclose that your independent auditors expressed substantial doubt about
your ability to continue as a going concern. Please clarify whether management’s
evaluation of conditions and events also raised substantial doubt about your ability to
continue as a going concern. If so, revise your disclosure to include a statement indicating
management has substantial doubt about your ability to continue as a going concern. We
refer you to ASC 205-40-50-13.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Scott Stringer at (202) 551-3272 or Angela Lumley at (202) 551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Erin Jaskot at (202) 551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Ficksman