August 23, 2010

Via FACSIMILE
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Jan Woo, Staff Attorney, Maryse Mills-Apenteng, Special Counsel

RE:  BENEFIT SOLUTIONS OUTSOURCING CORP.
     AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1
     FILED JULY 1, 2010
     FILE NO. 333-167917

Ms. Woo & Ms. Mills-Apenteng:

         This letter responds to comments of the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") contained in the letter
from the Staff to Benefit Solutions Outsourcing, Corp. (the "Company") dated
August 18, 2010 regarding the above-referenced Registration Statement on Form
S-1 (as amended) (the "Registration Statement").

         For your convenience, we have included each of the Staff's comments
before each of the Company's responses. References in this letter to "we," "our"
or "us" mean the Company as the context may require.

STAFF COMMENT 1:

We note from your disclosures on page 4 that you estimate you will need $25,000
to complete your business and marketing plan, however on page 14 you indicate
the business and marketing plan will cost approximately $20,000. Alternative,
the disclosures on pages 7, 22, 23, and 24 indicate you will need $150,000 over
the next 12 months to execute your business plan. Please reconcile these amounts
and revise your disclosures to correct the various inconsistencies throughout
your filing. In your response, please provide a breakdown of the individual
estimated costs you anticipate incurring in order to implement your business
plan.

RESPONSE:

We concur with the Staff and have adjusted the disclosures to reflect that our
business requires $150,000 for full operations over the next 12 months. The
first milestone is to complete the business and marketing plan which is
estimated at $25,000 which includes this offering's expenses. The next milestone
is the development of the company's products and services which is estimated at
$100,000. The balance of the funds of $25,000 will be for hiring key personnel
and other operating expenses.

STAFF COMMENT 2:

We note your response to prior comment 8. Please tell us the nature of the
business relationship with the colleague of Mr. Mills who is providing the
office space free of charge. Disclosure the material terms of the office space
arrangement, including the length of the time the company will be able to use
the office space without paying rent and where there are any conditions to the
use of the space. Tell us where there are any documents evidencing the office
space arrangement and what consideration you have given to filing such documents
pursuant to Item 601(b)(10) of Regulation S-K.

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RESPONSE:

We concur with the Staff and have updated the reference to Company's office to
reflect there is no formal or written agreement for the office space, the office
is available for at least a year, no conditions for the use of the space, and
the relationship between Mr. Mills and the colleague providing the space is a
personal friendship. There is no compensation or other consideration for the use
of the space.

STAFF COMMENT 3:

Please expand the risk factor to clarify, if true, that you have not yet
generated revenues from operations and that you currently do not have any
clients or contracts.

RESPONSE:

We concur with the Staff and have updated the risk factor to clarify that we
have no revenues from operations nor clients or contracts.

STAFF COMMENT 4:

We note your new risk actor in response to prior comment 10. Please expand the
risk factor to disclose the costs related to becoming a public reporting
company. Alternatively, you may include a cross-reference to your disclosure on
page 14 stating that you anticipate costs over the next year relating to "audit,
SEC filings, and legal" to be approximately $5,000 to $6,000. Quantitative
disclosure is necessary to provide meaningful context for investors to assess
the company's future expense.

RESPONSE:

We concur with the Staff and have added the cross-reference to public company
costs on page 14.

STAFF COMMENT 5:

In response to prior comment 12, you state in the subheading that you "will not
be able to complete the business and marketing plans" if you do not sell all of
the securities from this offering. However, your risk factor indicates that you
will be able to complete the business and marketing plan in six months even if
you sell 25% of the securities in the offering. Please clarify this disclosure.
Disclose the amount that you will need to complete the business and marketing
plans, and state whether the proceeds from the offering at any level will be
sufficient to execute the business and marketing plans.

RESPONSE:

We concur with the Staff and have revised the disclosure to reflect amount of
proceeds to complete the business and marketing plans. In addition, we have
disclosed that the proceeds from this offering will not be sufficient to fully
execute our business plan over the next twelve (12) months.

STAFF COMMENT 6:

We note your response to prior comment 13. Please expand your risk factor to
alert investors, consistent with Note 5 to the financial statements, that the
sole officer and director of the company may, in the future, become involved in
other business opportunities that become available and that Mr. Mills may face a
conflict on selecting between the company and other business interests.

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RESPONSE:

We concur with the Staff and have expanded the risk factor to disclose that Mr.
Mills may have a conflict with the Company and other business matters.

STAFF COMMENT 7:

Please revise to include a discussion of how you intend to use the proceeds from
this offering if less than 100% of the shares are sold. For instance, we note
that the funds raised from this offering will first be used to cover mandatory
operating expenses of approximately $5,000 to $6,000 and the remaining funds
will be used to further the development of your business and marketing plan.
Disclose how you intend to allocate the remaining funds, if any, assuming only
25%, 50% or 75% of the shares are sold. In this regard, provide a more detailed
discussion of the extent to which you will be able to implement your business
and marketing plan and describe the individual stages of the plan that you will
be able to complete if only 25%, 50% or 75% of the shares are sold.

RESPONSE:

We concur with the Staff and have updated the use of funds as top how the
proceeds will be used if less than all the shares are sold in this offering. The
use of the funds from this offering will be used to complete the business and
marketing plan.

STAFF COMMENT 8:

We note that your revised disclosure in response to prior comment 16 has not
clarified that a trading market may only develop once the registration
statement, rather than the company, is declared effective by the SEC. Please
revise accordingly.

RESPONSE:

We concur with the Staff and have updated the disclosure to reflect that the
trading market is contingent that the registration statement is declared
effective by the SEC.

STAFF COMMENT 9:

We note your new risk factor regarding government law and regulation in response
to prior comment 20. Please provide a reasonably detailed discussion of the
specific laws and regulations to which you will be subject in the Business
section of the filing. For example, discuss whether you need any government
approvals in order to initiate your business, whether you will be subject to
ongoing government oversight, and whether there are potential liabilities to
which you may be subject.

RESPONSE:

We concur with the Staff and have added the detailed discussion of the
government regulations to our business section

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STAFF COMMENT 10:

We note you have revised your disclosure in response to prior comment 23;
however, your disclosure appears to be entirely on the assumption that you will
raise an additional $150,000 within the next 12 months. Please revise the plan
of operations to provide a clear timeline (in narrative or tabular form) and a
concise description of each of the activities you plan to undertake during the
next 12 months. Then specify the number of months you expect to be able to fund
these activities based upon your available cash resources and the net proceeds
from this offering assuming 100% and 50% of the shares are sold. Since it
appears that you will not have sufficient cash resources to fund all 12 months,
also state the number of months for which you will need to raise additional
funds to meet the expenditures required to operate your business. Any discussion
of the amounts needed to operate the business beyond what you anticipate raising
from this offering should be discussed at the end of the section, after you have
clearly described how the proceeds from this offering will be applied. Ensure
that your disclosure in this regard is consistent throughout your prospectus.
Finally, disclose your course of action if the company is unable to sell all of
the securities in this offering or secure additional funding.

RESPONSE:

We concur with the Staff and have updated the Plan of Operations section to
outline the Company's milestones over the next twelve (12) months for both
selling 50% and 100% of the securities in this offering. In addition, we have
added the Company's course of action should all the securities of this offering
not be sold and additional capital is not secured.

STAFF COMMENT 11:

We note your response to prior comment 25 and your revised disclosures beginning
on page 23. It is still not clear how your current cash resources along with the
estimated proceeds from this offering will be sufficient to fund your business
and marketing plan. For instance, you indicate that if you sell 100% of this
offering it will take two months to complete your business and marketing plan.
However, considering you anticipate needing $150,000 in order to execute your
business plan, tell us how the estimated $25,000 net proceeds from this offering
(assuming 100% of the shares are sold) will be sufficient for you to execute
your business plan in two months. Please explain further and revise your
disclosures to clearly indicate how your current and anticipated resources will
be used to fund your operations.

RESPONSE:

We concur with the Staff and have updated the disclosures to reflect that we
need $150,000 to operate our business over the next 12 months. The purpose of
this offering is to raise capital of $25,000 to complete the business and
marketing plan which we expect to complete in two months after the full offering
is completed. Afterwards, we plan to raise a minimum of $125,000 to run the full
operations of the business for the remainder of the year.

STAFF COMMENT 12:

We note that your response to prior comment 27 does not address why you have not
filed any documents related to the unregistered sale of the 9,000,000 shares of
common stock to Mr. Mills. Given that this constitutes a related party
agreement, the agreement or contract should be filed as an exhibit pursuant to
Item 601(b)(10)(ii)(A) of Regulation S-K. As requested, please file the
agreement or tell us why you believe you are not required to file the agreement.

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RESPONSE:

We concur with the Staff and included the stock agreement as an exhibit to our
registration statement.

         We trust that you will find the foregoing responsive to the comments of
the Staff. Please direct any comments or questions regarding this letter or the
Registration Statement to the undersigned at 530-306-1365.

Sincerely,

/s/ Jamie Mills

Jamie Mills
Chief Executive Officer

Enclosure

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