SEC – ‘UPLOAD’ from 10/11/18 re: Cocoluv Inc. – ‘TEXT-EXTRACT’

On:  Thursday, 10/11/18, at 9:55am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  3/14/19   ·   Accession #:  0-18-31898

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     33K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    10K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                        October 10, 2018

Reymund Guillermo                                                               
President                                                                       
Cocoluv Inc.                                                                    
1390 Main Street, Suite 200                                                     
San Francisco, CA 97204                                                         

Re: Cocoluv Inc.                                                
Amendment No. 1 to Registration Statement on Form S-1   
Filed September 26, 2018                                
File No. 333-227066                                     

Dear Mr. Guillermo:                                                             

We have reviewed your amended 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 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. Unless  
we note                                                                         
otherwise, our references to prior comments are to comments in our September    
24, 2018 letter.                                                                

Amendment No. 1 to Form S-1 filed September 26, 2018                            

Prospectus Summary, page 5                                                      

1.     We note your response to comment seven in our letter dated September 24, 
2018. Please                                                                    
      revise your street address from "Market" Street to "Main" Street on page
5 if that is your                                                               
correct street address to make your disclosures consistent.       
Our Ability to Sustain . . ., page 7                                            

2.     We note your response to comment 10 in our letter dated September 24,    
2018. Please tell                                                               
  us the payment terms, including interest rate, fees and term, of Mr.
Guillermo's loans to                                                            
Reymund Guillermo                                                             
Cocoluv Inc.                                                                    
October 10, 2018                                                                
Page 2                                                                          
you.                                                          
Products, page 21                                                               

3.       We note your response to comment 14 in our letter dated September 24,  
2018. Please                                                                    
       revise to make the descriptions of your products consistent including
on pages 17 and 21.                                                             
      You may contact Jenn Do, Staff Accountant at (202) 551-3743 or Al Pavot,
Staff                                                                           
Accountant at (202) 551-3738 if you have questions regarding comments on the    
financial                                                                       
statements and related matters. Please contact Sherry Haywood, Staff Attorney   
at (202) 551-                                                                   
3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other         
questions.                                                                      

                                                      Sincerely,
FirstName LastNameReymund Guillermo                                             
                                                       Division of
Corporation Finance                                                             
Comapany NameCocoluv Inc.                                                       
                                                     Office of
Manufacturing and                                                               
October 10, 2018 Page 2                                       Construction      
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		3/14/19		CORRESP,  UPLOAD
Filed on:		10/11/18		UPLOAD
		10/10/18		UPLOAD
		9/26/18		S-1/A,  UPLOAD
		9/24/18		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/28/18  Karbon-X Corp.                    S-1                    6:1.7M                                   Discount Edgar/FA