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                              December 11, 2020

       Rhett Doolittle
       Chairman and Chief Executive Officer
       Business Warrior Corp
       455 E Pebble Rd
       Las Vegas, NV 89123

                                                        Re: Business Warrior
Corp
                                                            Offering Statement
on Form 1-A
                                                            File No. 024-11368
                                                            Filed November 16,
2020

       Dear Mr. Doolittle:

              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

       Cover Page

   1.                                                   You disclose that you
may sell up to 200,000,000 shares at a price range of between $.025
                                                        and $.25 per share.
However, we note that if the offering were fully subscribed at $.25 per
                                                        share, it would exceed
the Tier 1 Regulation A threshold of $20 million. Please revise.
   2.                                                   Please disclose that
any additional purchase after the initial purchase of $5,000 must be in
                                                        an amount of at least
$1,000.
       Use of Proceeds, page 26

   3.                                                   We note your disclosure
that you plan to use a portion of the proceeds of your offering to
                                                        discharge indebtedness.
Please provide the disclosure required
                                                        by Instruction 6 to
Item 6 of Part II of Form 1-A. Also, clarify whether any of the
                                                        proceeds will be used
to compensate or otherwise make payments to your officers or
 Rhett Doolittle
FirstName LastNameRhett   Doolittle
Business Warrior  Corp
Comapany11,
December   NameBusiness
               2020      Warrior Corp
December
Page 2    11, 2020 Page 2
FirstName LastName
         directors. Refer to Instruction 2 to Item 6 of Part II of the Form
1-A.
Liquidity and Capital Resources, page 53

4.       You disclose that you are presently able to meet your obligations as
they come due
         through the support of your shareholders. Please revise to provide the
material terms of
         any agreement between the company and shareholders for additional
capital. In addition,
         revise to disclose your estimated cash needs for the next 12 months
and the
         minimum period of time that you will be able to conduct your planned
operations using
         currently available capital resources.
Management's Plan of Operation and Discussion and Analysis of Financial
Condition and
Results of Operations
Business Warrior's business model estimates a three (3) month break even
scenario, page 55

5.       Please provide context regarding your disclosure that your business
model estimates a
         three month break even scenario. Disclose your current conversion rate
of new leads to
         paid subscribers and the number of paying subscribers currently.
Executive Compensation, page 58

6.       Please revise to provide the executive compensation information in
tabular format for
         your officers and directors in the last completed fiscal year. See
Item 11(c) of Form 1-A.
Security Ownership of Certain Beneficial Owners and Management, page 60

7.       We note that you have two classes of voting securities consisting of
common stock and
         Series A preferred stock. Please revise your beneficial ownership
table to include each
         class of voting securities. In addition, given that the voting power
of Series A preferred
         stockholders is based on a he Conversion Rate, add a column to the
beneficial ownership
         table to disclose the percentage of voting power held by each person
listed in the table and
         footnotes to disclose the number of common shares the Series A
preferred stock are
         convertible into.
Signatures, page 71

8.       Please identify and have the offering statement signed by your
principal executive
         officer, principal financial officer, principal accounting officer,
and a majority of the
         members of your board of directors or governing body, as appropriate.
See Instructions to
         Signatures of Form 1-A.
General

9.       We note that Section 6 of the Subscription Agreement filed as Exhibit
4.1 includes an
         exclusive forum provision for certain claims against you. Please add
risk factor disclosure
         regarding this exclusive forum provision and address, without
limitation, how
         the exclusive forum provision may impact shareholder rights.
 Rhett Doolittle
Business Warrior Corp
December 11, 2020
Page 3
10.    We note that Section 6 of the Subscription Agreement filed as Exhibit
4.1 contains a jury
       trial waiver. Please revise your offering statement to:
           Describe the jury trial waiver, including how it will impact your
investors;
           Clarify whether the provision applies to claims under the federal
securities laws and
             whether it applies to claims other than in connection with this
offering;
           To the extent the provision applies to federal securities law
claims, please revise the
             disclosure to state that by agreeing to the provision, investors
will not be deemed to
             have waived the company   s compliance with the federal securities
laws and the rules
             and regulations thereunder; and
           Clarify whether purchasers of interests in a secondary transaction
would be subject to
             the provision.

        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.

        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.

       You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.



                                                             Sincerely,
FirstName LastNameRhett Doolittle
                                                             Division of
Corporation Finance
Comapany NameBusiness Warrior Corp
                                                             Office of
Technology
December 11, 2020 Page 3
cc:       Jonathan D. Leinwand
FirstName LastName