United States securities and exchange commission logo





                             April 6, 2022

       Christopher Campbell
       Chief Executive Officer
       Sound Cave Technology Inc.
       43 Cathy Jean Crescent
       Toronto, Ontario, Canada M9V 4T2

                                                        Re: Sound Cave
Technology Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 10,
2022
                                                            File No. 333-263405

       Dear Mr. Campbell:

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

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

       Registration Statement on Form S-1

       General

   1.                                                   We note disclosure on
page 34 that indicates you are a shell company. Please revise this
                                                        disclosure in light of
your status as a development stage company. Alternatively, disclose
                                                        prominently in your
prospectus summary and cover that you are a shell company and add
                                                        a risk factor that
highlights the consequences of shell company status, including the
                                                        impact on investors'
ability to rely on Rule 144 to resell your securities.
       Cover Page

   2.                                                   Please revise your
prospectus cover and summary to specify the OTC Market tier to which
                                                        you expect to apply for
quotation, which we note is identified as OTC Pink on page 7 and
                                                        OTCQB on page 33.
Additionally revise your disclosure to reconcile the apparent
 Christopher Campbell
Sound Cave Technology Inc.
April 6, 2022
Page 2
         inconsistency in timing, described on the cover as immediately
following completion of
         the offering and on page 2 as upon effectiveness of your registration
statement.
Summary of the Prospectus
Emerging Growth Company, page 3

3.       Please revise your disclosure to reflect that you will continue to be
an emerging growth
         company for the first five fiscal years after completing the offering,
unless one of the
         following occurs:

                your total annual gross revenues are $1.07 billion or more;
                you issue more than $1 billion in non-convertible debt in the
past three years; or
                you becomes a    large accelerated filer,    as defined in
Exchange Act Rule 12b-2.
Risk Factors, page 5

4.       Please expand your disclosure to describe the hurdles you face in
developing,
         manufacturing, marketing, and distributing your initial product.
Assess the material risks
         to you and investors if one or more of these hurdles is not overcome
in a timely manner or
         at all.
5.       Please include a risk factor that discloses Mr. Campbell's majority
ownership following
         the offering, which may prevent minority shareholders from influencing
significant
         corporate decisions, and highlight the potential conflicts of
interest. Please also disclose
         your reliance on your key executive and the associated material risks.
6.       Please include a risk factor disclosing that you are an emerging
growth company and that
         you have elected to opt in to the extended transition period for
complying with new or
         revised accounting standards. Describe the risks resulting from this
election, including
         that your financial statements may not be comparable to companies that
comply with
         public company effective dates.
7.       Since you are also a smaller reporting company, please add a separate
risk factor
         disclosing that even if you no longer qualify as an emerging growth
company, you may
         still be subject to reduced reporting requirements so long as you are
a smaller reporting
         company.
8.     Please remove or revise the risk factor captioned "Foreign Officers and
Directors could
       result in difficulty enforcing rights" to (i) reflect that you are a
company incorporated in
       the United States, (ii) clarify that, although your operations are
located in Canada, the
       rights of investors under U.S. securities laws are subject to full
enforcement, (iii) identify
FirstName LastNameChristopher Campbell
       the agent within the United States you have appointed for service of
process, and (iv)
Comapany    NameSound
       identify applicableCave   Technology
                             treaty            Inc. between the United States
and Canada relating to
                                    arrangements
April 6,enforceability
         2022 Page 2 of judgments.
FirstName LastName
 Christopher Campbell
FirstName
Sound CaveLastNameChristopher Campbell
              Technology Inc.
Comapany
April       NameSound Cave Technology Inc.
       6, 2022
April 36, 2022 Page 3
Page
FirstName LastName
Use of Proceeds, page 10

9.       Please revise this section for consistency with the uses of proceeds
described within the
         stages of your business (or operating) plan on pages 19-21, addressing
the following:

                The application table allocates most proceeds to "product
development," although the
              preceding sentence states, "The net proceeds of this Offering
will be used for working
              capital" and your business plan describes multiple additional
uses; please reconcile.

                Clearly disclose here that your level of operations, and
ability to implement each
              stage of your business plan, depend upon the amount of proceeds
received in the
              offering. Reflect the priority of uses in the application table,
with a cross-reference to
              your business section for further details.

                Reconcile the statement, "It is estimated that product
development will be $40,000 to
              $50,000," with your business plan, which appears to indicate at
least half the
              proceeds are needed for product development (including design,
prototyping, and
              testing).

                Remove the statement on page 26 that appears to indicate
$110,000 will enable you
              to complete your plan of operations for the next 12 months, or
revise for consistency
              with the foregoing, including explanation of relevant terms.
Description of our Business, page 14

10.      Please revise this section to provide a clear description of your
business, providing
         specific information as to your actual and planned operations. Your
disclosure should
         include the following, without limitation:

                Describe the current design and/or development stage of your
initial product. If true,
              disclose that this is still in concept-stage, no working
prototype has yet been created,
              and the technology may not function as planned. Consider defining
what is meant by
              your use of the terms "design" and "development" for clarity
throughout the
              prospectus.

                Describe the major steps and expected timing to complete the
design and/or
              development of your product. Explain if testing will be conducted
to determine
              whether the electronic technology stands up to real-world use
conditions, such as
              repeated washing and drying. Explain your arrangements to have
the design and
              prototype[s] tested by "social media influencers, athletes and
other known entities or
              brands" (page 20).

                Revise your disclosure regarding "securing a manufacturing
facility" to clarify
              whether you intend to enter manufacturing arrangements with a
third party in China
              to produce one or more prototypes and/or marketable products.
Clearly state, if true,
 Christopher Campbell
FirstName
Sound CaveLastNameChristopher Campbell
              Technology Inc.
Comapany
April       NameSound Cave Technology Inc.
       6, 2022
April 46, 2022 Page 4
Page
FirstName LastName
              that you expect your third-party manufacturer to source the
supply of garments and
              electronic components. Identify the conditions under which you
would invest in local
              manufacturing facilities rather than rely on a third-party
manufacturer, and describe
              your expected sources of supply in this scenario. Disclose the
expected timing to
              commence commercial manufacturing.

                Clearly identify your expected initial target market(s),
marketing channels, and
              distribution arrangements. Disclose the expected timing to launch
your product for
              initial sales and delivery. Remove references to global markets
and teens or young
              adults worldwide, or provide details to support such expansive
marketing plans.

                Delete references to companies, products, and persons that have
no relationship to
              your business, except as may be appropriate to identify your
potential competitors.
              Delete references to strategic partnerships, co- and
cross-branding, cross-market,
              merchandizing programs, and other purely prospective
opportunities.

                Describe how your product is expected to function and be
operated by the user. For
              instance, will the bluetooth headphones be in contact with the
user's ears; will others
              be able to hear audio and, if so, how will this limit usage; will
an app need to be
              developed and downloaded to control volume and other settings?

                Describe what type of service and warranties you will provide
for your products, if
              any.

                With respect to timing, clarify whether the timeframes
disclosed on pages 19-20 are
              measured from the completion of the offering, from the date
initial proceeds are
              received, or some other date.
11.      We note disclosure on page 15 that investors should carefully review
your business plan
         in association with the prospectus before purchasing shares. Please
clarify whether this
         refers to your "plan of operations" described on pages 19-20 or to a
different plan. If the
         latter, please describe that plan in your disclosure and why it
differs from your plan of
         operation.
12.      The website provided in your prospectus does not appear to be
functional. Please disclose
         the timing for when your website will be active with content.
13.      With reference to the statement, "The key brands to tie to are iOS
Apple and the major
         Android brands including LG," please disclose whether your product
will be designed for
         use with a particular mobile operating system to the exclusion of
other operating systems.
         Further clarify whether you will need permissions or agreements in
order for your product
         to operate via a user's cell phone. Also, if you currently have no
basis to indicate your
         undeveloped product could be used with these brands, please revise to
make that clear or
         delete the disclosure entirely.
 Christopher Campbell
FirstName
Sound CaveLastNameChristopher Campbell
              Technology Inc.
Comapany
April       NameSound Cave Technology Inc.
       6, 2022
April 56, 2022 Page 5
Page
FirstName LastName
Plan of Distribution
Procedures for Subscribing, page 14

14.      Please revise your disclosure to address the following, along with
conforming changes to
         page ii as appropriate:

                Revise your disclosure regarding payment methods and procedures
for consistency
              with the provisions of section 2.2 of the subscription agreement
filed as Exhibit 99.1.
              Please tell investors how you will inform them as to the identity
of the escrow agent.
              If there is an escrow agent, please identify them and reconcile
with the disclosure that
              the proceeds are immediately available to you. We further note
that the subscription
              agreement does not appear to set forth your delivery address.

                Clarify the method and timing for issuance of shares to
subscribers, with reference to
              the period of time following your receipt of payment. We note in
this regard that
              your transfer agent has yet to be determined.

                We note disclosure that you will deliver stock certificates
"approximately 30 days
              after the close of the offering or as soon thereafter as
practicable." Revise to clarify
              whether stock certificates will be issued to subscribers in
relation to each closing, as
              defined in the subscription agreement, or upon completion of the
overall offering.
Directors, Executive Officers, Promoters and Control Persons, page 29

15.      Please revise your disclosure to more specifically describe Mr.
Campbell's principal
         occupations and employment during the past five years. Please refer to
Item 401(e) of
         Regulation S-K.
Board Committees; Corporate Governance, page 30

16.      We note disclosure that you expect your Board of Directors to appoint
committees and
         such persons thereto as "are expected to be required to meet the
corporate governance
         requirements imposed by a national securities exchange" in the near
future. Please revise
         or explain how such committees and appointees will be possible given
that you currently
         have a sole director. Specify the corporate governance requirements
with which you
         intend to comply and your expected timing for compliance. Revise the
following
         phrase to reconcile the apparent inconsistency with disclosure
elsewhere that you intend to
         apply for OTC quotation: "until we elect to seek listing on a national
securities exchange."
Certain Relationships and Related Transactions, page 32

17.      We note that the first dilution table on page 11 identifies a $10,000
capital contribution by
         your "existing stockholders." Please revise your disclosure to explain
whether Mr.
         Campbell paid this capital contribution in connection with the
issuance to him of
 Christopher Campbell
Sound Cave Technology Inc.
April 6, 2022
Page 6
         10,000,000 shares. Additionally revise Item 15 of Part II to disclose
the compensation, or
         lack thereof, for the issuance of these shares.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2

18.      Please have your auditor revise their report:

                To correctly state the net loss as $14,732 in the second
paragraph; and
                To change the date of the audit report to January 28, 2022.
19.      We note your independent auditor is located in New Delhi, India.
Please explain the
         relationship between the location from which the audit report was
rendered and
         the location of your principal place of business in Toronto, Ontario.
Include a discussion
         of where your financial records are maintained and where the audit
work was principally
         conducted.
Item 16. Exhibits and Financial Statements Schedules
Exhibit 3.1, page II-2

20.      Please refile Exhibit 3.1 in the proper text-searchable format. Please
refer to Section
         5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing (Version 60,
December
         2021) and Item 301 of Regulation S-T.
Exhibit 5.1, page II-2

21.      Please revise the opinion filed as Exhibit 5.1 as follows:

                Remove the clause "until the securities are quoted on a
nationally recognized
              exchange and thereafter at prevailing market prices or privately
negotiated prices"
              from the first paragraph; and

                Remove references to "the shares held by the selling
shareholders" from the
              penultimate paragraph and the reference to "selling stockholder"
in the legend on the
              prospectus cover page.

         If, however, you intend to register the resale of your shares, please
revise the disclosure
         throughout your registration statement.
Exhibit 23.1, page II-2

22.    Please have your auditor revise its consent to refer to the "use" of the
report in the
FirstName LastNameChristopher Campbell
       registration statement, rather than to its "incorporation by reference."
Additionally, the
Comapany     NameSound
       consent           Cave
                should also    Technology
                            include          Inc. acknowledging the reference
to them as an expert
                                    a statement
April 6,in2022
           accounting
               Page 6 and auditing. Refer to Rule 436 of Regulation C.
FirstName LastName
 Christopher Campbell
FirstName
Sound CaveLastNameChristopher Campbell
              Technology Inc.
Comapany
April       NameSound Cave Technology Inc.
       6, 2022
April 76, 2022 Page 7
Page
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Dale Welcome at 202-551-3865 or Jean Yu at 202-551-3305
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641
with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:      Byron Thomas