October 10, 2024

Gregory Delory
Chief Executive Officer
Helio Corp /FL/
2448 Sixth Street
Berkeley, CA 94710

       Re: Helio Corp /FL/
           Draft Registration Statement on Form S-1
           Submitted September 13, 2024
           CIK No. 0001953988
Dear Gregory Delory:

     We have reviewed your draft registration statement and have the following
comment(s).

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted September 13, 2024
Prospectus Summary, page 1

1.     Please revise your summary to present an objective description of the
challenges
       and/or weakness of your business and operations. As an example only, you
highlight
       your competitive advantages, growth strategy and investment highlights
without
       equally prominent disclosure regarding your weaknesses.
Management's Discussion and Analysis of Financial Condition and Results of
Operation,
page 28

2.     Please discuss whether inflationary pressures or supply chain
disruptions materially
       affect your outlook or business goals. Specify whether these challenges
have
 October 10, 2024
Page 2

       materially impacted your results of operations or capital resources and
quantify, to the
       extent possible, how your sales, profits, and/or liquidity have been
impacted.
Description of Business, page 34

3.     Please revise to include a description of your manufacturing process,
and if material,
       discuss the sources and availability of raw materials and the names of
your principal
       suppliers. Refer to Item 101(h)(4) of Regulation S-K.
4.     We note your disclosure on page 12 that one of your customers accounted
for 33.7%
       of the company's outstanding receivables as of the year ended October
31,
       2023. Please disclose whether and to what extent you rely on a single or
limited
       number of customers, and if required, file any material agreements with
such
       customer as exhibits to your registration statement.
Security Ownership of Management and Certain Securityholders, page 49

5.     Please disclose the address of each beneficial owner included in the
table in this
       section. Refer to Item 403 of Regulation S-K.
Heliospace Corporation
Notes to the Financial Statements
Note 2: Summary of Significant Accounting Policies
Revenue Recognition, page F-7

6.     We note your revenue recognition policy on page F-7; however, we do not
believe the
       information meets the disclosure objective of ASC 606-10-50 to provide
sufficient
       information to enable users of financial statements to understand the
nature, amount,
       timing, and uncertainty of revenue and cash flows arising from your
contracts with
       customers. In this regard, please expand to disclose the nature of your
products and
       services provided to contracts with customers for each of your revenue
categories on
       page F-4, whether revenue is recognized either at a point in time, such
as upon
       delivery or shipment of the finished product or upon customer
acceptance, or over
       time as the services are performed or satisfied over the contract
period. Discuss
       whether your contracts contain single or multiple performance
obligations and
       whether they are distinct, and how they are satisfied in recognizing
revenue and
       allocating the transaction price. Refer to the disclosure requirements
in ASC 606-10-
       50.
Item 15. Recent Sales of Unregistered Securities, page II-1

7.     We note your issuance of an aggregate of $1,000,000 in convertible
notes. If required,
       please revise to disclose these transactions in this section, including
the exemption
       from registration claimed.
Signatures, page II-4

8.     Please revise to provide the information required by Instruction 1 to
Signatures of
       Form S-1.
 October 10, 2024
Page 3

       Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at
202-551-5920 with
any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of
Manufacturing