June 3, 2019

Robert Grosshandler
Chief Executive Officer, President and Secretary
iConsumer Corp.
73 Greentree Drive #558
Dover, Delaware 19904

       Re: iConsumer Corp.
           Offering Statement on Form 1-A
           Post-qualification Amendment No. 1
           Filed May 9, 2019
           File No. 024-10795

Dear Mr. Grosshandler:

       We have reviewed your amendment 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.

Form 1-A POS filed May 9, 2019

Cover Page

1.    Please revise the cover page of your offering circular to disclose that
you are offering
      Series A Non-Voting Preferred Stock both for cash and pursuant to your
Stock Award
      rebate program.
Letter to Prospective Shareholders, page 4

2.    Please revise your discussion estimating how you will become cash flow
positive to
      provide a clear basis and timeline for your expectations. We note that
your discussion
      beginning on page 7 regarding your plans to reach "cash flow break even
status" is
      extensively qualified and is based upon acquiring shoppers who behave
like shoppers
      acquired in the first quarter of 2018 rather than upon more recent
behavior under your
      revised reward offerings.
 Robert Grosshandler
iConsumer Corp.
June 3, 2019
Page 2
3.     Please delete the reference to the SEC as the cause of your obligation
to cease offering
       stock in the absence of a valid exemption from registration.
        We will consider qualifying your offering statement at your request. 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 Charles Eastman, Staff Accountant, at (202) 551-3794 or
Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Gregory Dundas,
Attorney Adviser, at (202) 551-3436 or Kathleen Krebs, Special Counsel, at
(202) 551-3350 with
any other questions.



                                                             Sincerely,
FirstName LastNameRobert Grosshandler
                                                             Division of
Corporation Finance
Comapany NameiConsumer Corp.
                                                             Office of
Telecommunications
June 3, 2019 Page 2
cc:       Jeanne Campanelli, Esq.
FirstName LastName