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                              July 27, 2022

       Robert Mederos
       Chief Executive Officer
       Green Leaf Innovations Inc
       15800 Pines Blvd., Suite 3200
       Pembroke Pines, Florida 33027

                                                        Re: Green Leaf
Innovations Inc
                                                            Amendment No. 1 to
Offering Statement on Form 1-A
                                                            Filed July 11, 2022
                                                            File No. 024-11908

       Dear Mr. Mederos:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our July
8, 2022 letter.

       Amendment No. 1 to Form 1-A filed July 11, 2022

       Cover page

   1.                                                   Please expand your
cover page disclosure to briefly discuss here and in the Description of
                                                        Securities section the
voting rights of the holders of the Series B Preferred Stock, common
                                                        stock, and Series A
Preferred.
       General

   2.                                                   We note your response
to comment one and reissue our comment. Rule 251(b)(3)
                                                        provides that
Regulation A is not available for issuers of securities that are development
                                                        stage companies that
either have no specific business plan or purpose, or have indicated
                                                        that their business
plan is to merge with or acquire an unidentified company or
 Robert Mederos
Green Leaf Innovations Inc
July 27, 2022
Page 2
      companies. We note that your disclosures on pages 13 and F-5 still
indicates that you are
      a development stage company targeting acquisition opportunities with
recurring revenue
      streams to maximize shareholder value. Please provide us with an analysis
as to how
      you are eligible to conduct this offering under Regulation A.
3.    We note your response to prior comment two. We note Series B
      Preferred Stock is convertible at any time into shares of the Company   s
common stock at
      the option of the stockholder. Clarify the anticipated circumstances and
timing of any such
      conversions and advise us how they will be applied to the limit in Rule
251(a)(2). Given
      such conversion could occur within one year, it appears that an offering
of both the
      overlying and underlying securities may be taking place at the time of
qualification of this
      offering statement. Please revise to include the underlying shares of
common stock as part
      of the offering statement or, if you disagree, please tell us why you
believe this is
      unnecessary. Please refer to Securities Act Sections Compliance and
Disclosure
      Interpretation Question 103.04 for additional guidance. In addition,
please include
      separate disclosures for each security throughout the offering statement,
particularly in the
         Securities Being Offered    section.
       Please contact Gregory Herbers at 202-551-8028 or Sherry Haywood at
202-551-3345
with any questions.



                                                            Sincerely,
FirstName LastNameRobert Mederos
                                                            Division of
Corporation Finance
Comapany NameGreen Leaf Innovations Inc
                                                            Office of
Manufacturing
July 27, 2022 Page 2
cc:       Jeff Turner
FirstName LastName