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                              April 7, 2022

       Scott Cox
       Chief Executive Officer
       VERDE BIO HOLDINGS, INC.
       5750 Genesis Court, Suite 220B
       Frisco, TX 75034

                                                        Re: VERDE BIO HOLDINGS,
INC.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed March 23,
2022
                                                            File No. 333-262273

       Dear Mr. Cox:

             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.

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

       Market for Common Equity and Related Stockholder Matters, page 28

   1.                                                   We note your response
to prior comment 3 and reissue it. Revise to state the range of high
                                                        and low bid information
for any subsequent interim period for which financial statements
                                                        are included. See Item
201 of Regulation S-K.
       Description of Business
       Oil and Natural Gas Data
       Reserves Presentation, page 39

   2.                                                   Your response to
comment 5 indicates that a copy of the third party engineer   s review
                                                        report was filed as
part of Exhibit 10.2; however, the exhibit does not appear to include
                                                        the report. We reissue
our prior comment.
 Scott Cox
FirstName   LastNameScott
VERDE BIO      HOLDINGS,Cox
                          INC.
Comapany
April       NameVERDE BIO HOLDINGS, INC.
       7, 2022
April 27, 2022 Page 2
Page
FirstName LastName
Proved Reserves, page 39

3.       We have read your response to comment 7; however, we continue to note
various
         inconsistencies in the disclosure of the net quantities of your proved
reserves. For example
         the tabular summary presented on page 40 indicates you have 29.6 MBbl
or 29,600 barrels
         of oil and 123.6 MMcf or 123,600 Mcf of natural gas; however, the
figures disclosed in
         the discussion on page 40 are shown as 29,590 MBbls or 29,590,000
barrels of oil and
         123,770 MMcf or 123,770,000 Mcf of gas. We believe the figures in your
discussion on
         page 40 should be revised to be consistent with the figures in the
tabular presentation.

         We also note the figures for the net proved reserves as of April 30,
2021 disclosed on page
         40 are inconsistent with the comparable figures disclosed on page
F-28. For example on
         page F-28, the net quantities of proved developed producing and proved
developed non-
         producing oil reserves are disclosed as 27,606 and 1,000 barrels,
respectively, with total
         proved developed oil reserves of 28,606 barrels. By comparison, the
tabular disclosure on
         page 40 indicates your proved developed producing and proved developed
non-producing
         oil reserves are 29,600 and 0 barrels, respectively, while the
discussion on the same page
         indicates your total proved developed oil reserves are 29,590 barrels
of which 96% are
         producing and 4% are non-producing.

         We note similar inconsistencies in the disclosure of your net proved
natural gas reserves
         as of April 30, 2021. For example on page F-28, the net quantities of
proved developed
         producing and proved developed non-producing gas reserves are
disclosed as 405,146
         Mcf and 17,000 Mcf, respectively, with total proved developed gas
reserves of 422,146
         Mcf and 0 proved undeveloped gas reserves. By comparison, the tabular
disclosure on
         page 40 indicates your proved developed producing and proved developed
non-producing
         gas reserves are 123,600 and 0 Mcf with total proved developed
reserves of 123,600 Mcf.
         On page F-28, the net quantities of proved undeveloped gas reserves
are disclosed as 0
         Mcf; however, the tabular disclosure on page 40 and the discussion on
page 41 both
         indicate your proved undeveloped gas reserves are 1,000 Mcf.

         Please revise your disclosure as necessary to resolve the
inconsistencies in the disclosure
         of your proved reserves as of April 30, 2021 or tell us why revisions
are not required.
4.       We note you disclose the net reserves and a reconciliation of the
changes that occurred for
         the years ended January 31, 2022 and 2020 on page F-29. Please note
that Instruction 1 to
         Item 302(b) of Regulation S-K requires FASB ASC Subtopic 932-235
disclosure that
         relate to annual (fiscal) periods. Your disclosure appears to
correlate to interim periods
         outside the fiscal year end and are not required. Therefore, please
revise your disclosure to
         remove this information.
Notes to the Consolidated Financial Statements
14. Reserve and Related Financial Data-Unaudited
Oil and Gas Reserves, page F-28
 Scott Cox
VERDE BIO HOLDINGS, INC.
April 7, 2022
Page 3
5.    The reconciliation of the changes that occurred during the year ended
April 30, 2021
      indicates the net quantities of reserves acquired during the year
remained unchanged at the
      end of the year. This appears to be inconsistent with your disclosure on
page 31 of
      revenues earned from royalties on oil and gas interests acquired during
fiscal 2021. These
      revenues represent amounts of oil and gas sold as production since your
      acquisition. Please revise your reconciliation to account for production
and any other
      changes, including offsetting changes, due to revisions of the previous
estimates or
      extensions and discoveries that may have occurred since your acquisition.
Refer to the
      individual change categories used in the reserves reconciliation under
FASB ASC 932-
      235-50-5(a) through 50-5(f) as illustrated in Example 1 of FASB ASC
932-235-55-2.
Exhibits

6.    We note your legality opinion has been revised in response to prior
comment 11 to opine
      as to the laws of the state of Nevada. However, the revised legality
opinion now also
      states, "we are of the opinion that the 240,032,513 of the Resell Shares
offered by the
      selling shareholders are validly issued, fully paid and non-assessable."
However, the
      number of shares in the legality opinion appears inconsistent with the
number of shares
      you are registering for resale (246,282,513 shares). Please revise or
advise.
7.    We note your response to prior comment 12 and reissue it in part. We note
that the exhibit
      index in your January 24, 2022 Amendment No. 1 indicates that your
Amended and
      Restated Articles of Incorporation were previously filed; however, they
do not appear to
      have been filed with your January 21, 2022 Form S-1. Please file a copy
of your Amended
      and Restated Articles of Incorporation. Refer to Item 601(b)(3)(i). Also,
please file a
      complete copy of the Securities Purchase Agreement at Exhibit 10.1. In
that regard, we
      note that certain attachments in the agreement still appear omitted.
       For questions regarding comments on engineering matters, you may contact
John
Hodgin, Petroleum Engineer, at (202) 551-3699. You may contact Wei Lu, Staff
Accountant, at
(202) 551-3725 or Jennifer O'Brien, Staff Accountant, at (202) 551-3721 if you
have questions
regarding comments on the financial statements and related matters. Please
contact Liz
Packebusch, Staff Attorney, at (202) 551-8749 or Loan Lauren Nguyen, Legal
Branch Chief, at
(202) 551-3642 with any other questions.



                                                           Sincerely,
FirstName LastNameScott Cox
                                                           Division of
Corporation Finance
Comapany NameVERDE BIO HOLDINGS, INC.
                                                           Office of Energy &
Transportation
April 7, 2022 Page 3
cc:       J. Martin Tate, Esq.
FirstName LastName