SecProbe.io

Mail Stop 3233

September 7, 2016

Via E -mail
Wanjun Xie, Chief Executive Officer
Achison Inc.
3906 Main Street
Suite 207
Flushing, NY 11354

Re: Achison, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed August 11, 2016
  File No. 333-211051

Dear Mr. Xie:

We have reviewed your registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Throughout the prospectus numerous statements in your disclosure are unclear because
they are not written in plain English or the concept is not fully described. Please review
your entire prospectus to ensure that your disclosure throughout is written in plain
English and the concepts that you describe are fully explained. See Rule 421(b) of
Regulation C. For example only, we note:

Wanjun Xie
Achison Inc.
September 7, 2016
Page 2

  “Lansdale Inc. will continue to raise funds by any ways, and continue to support the
Corporation by granting funds or making loans without interest. Then, the Corporation
will continue to obtain the working capita l, to driving the growth of the Corporation.”
(page 5)

 “The Corporation is engaged in trading the spot gold and the spot silver. Gold and silver
market is close to direct competition in the international market. Wanjun Xie, who is
president of the Corpora tion, has found some special trading ways which are our business
secret, and we believes that we can achieve about 3% -5% Annual Average Assets Return
with low risk when we will be trading the spot gold and the spot silver by using these
special trading way s. But we won't guarantee to achieve about 3% -5% Annual Average
Assets Return with low risk when we will be trading the spot gold and the spot silver.
Any investors can see the financial statement quarterly and annually, to know if the
Corporation will pro fit or lose.” (page 5)

 “The Corporation isn't having or won't anticipates having within the next 12 months any
items in default or in breach of any note, loan, lease or other indebtedness or financing
arrangement requiring the corporation to make payments . The Corporation isn't having or
won't anticipates having within the next 12 months a significant amount of the
Company's trade payables have not been paid within the stated trade term.” (page 6)

2. It appears that you qualify as an “emerging growth company ” as defined in the Jumpstart
Our Business Startups Act.   If so, please disclose that fact in your filing.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone aut horized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

4. Section (a)(2) of Rule 419 defines a blank check company as a company that is issuing
penny stock that is “a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger or acquisition with
an unidentified company or companies, or other entity.”  In discussi ng this definition in
the adopting release, the Commission stated that it would “scrutinize   offerings for
attempts to create the appearance that the registrant   has a specific business plan, in an
effort to avoid the application of Rule 419.”  See Secur ities Act Release No. 33 -6932
(April 28, 1992).

Your disclosure indicates that you are a development stage company that intends to
invest in gold, silver, platinum, palladium, foreign currencies and stocks.  Your
disclosure shows that you have minimal assets, no revenues, no operations,  and no
contracts regarding the company’s proposed products or services.  We also note your
disclosure that this offering will not provide you with sufficient funds to provide the
proposed services.  Additionally, we note  that your website is not fully developed. In

Wanjun Xie
Achison Inc.
September 7, 2016
Page 3

 view of the foregoing, it appears that your proposed business may be commensurate in
scope with the uncertainty ordinarily associated with a blank check company.  In view of
the foregoing, it appears that your proposed business may be commensurate in scope with
the uncertainty ordinarily associated with a blank check company.

Accordingly, please revise your disclosure throughout your registration statement to
comply with Rule 419 of Regulation C or supplementa lly provide a detailed explanation
as to why Rule 419 does not apply to this offering.  If you believe that you do not fall
within the definition of a blank check company, appropriate disclosure to demonstrate
your status as a non -blank check company shoul d be included in the prospectus as well as
a specific business plan.  Please refer to Item 101(a)(2) of Regulation S -K.  We offer the
following comments to help you revise your disclosure.

5. It also appears that you are a shell company as defined in Rule 4 05 of Regulation C,
because you have nominal operations and total assets consisting solely of cash and cash
equivalents. Please revise your disclosure throughout to account for the implications of
being designated a shell company. Alternatively, please exp lain why you are not a shell
company.

6. Throughout your registration statement you utilize industry jargon. For example only,
please provide a better explanation for “small part fund” and “important fund.” If you
must include technical terms in the body of your prospectus that are understood only by
industry experts, you must make every effort to concisely explain these terms where you
first use them. In addition, please do not use technical terms or industry jargon in your
explanations.

Cover Page of Regis tration Statement

7. We note that your offering will continue for 45 days after the S -1 is effective and
therefore appears to be a continuous offering under Rule 415.  We note , however,  that
you did not check the box to indicate that you are engaging in a co ntinuous offering
under Rule 415. Please revise or advise  us as to why you believe Rule 415 is not
applicable .

Cover Page

8. Please ensure that your cover page does not exceed one page in length as required by
Item 501(b) of Regulation S -K.  The cover page should be limited to information
required by Item 501 and other information that is key to an investment decision.  Some
of the details of the offering may be more appropriate for the prospectus summary or the
body of the prospectus.

9. We note your reference to your securities being “listed” on the OTC Markets.  Please
revise to clarify that you will seek to have your shares quoted on the OTC Markets.

Wanjun Xie
Achison Inc.
September 7, 2016
Page 4

10. We note paragraph 13 contains the dealer prospectus delivery obligation.  Please mov e
this to the outside back cover page of the prospectus and ensure that it complies with the
requirements of Item 502 of Regulation S -K and Section 4(a)(3) of the Securities Act.

Prospectus Summary, page 5

11. We note your disclosure that you are engaged in  trading spot gold and spot silver and that
you believe your will achieve a “3% to 5% annual average asset return with low risk.”
Please tell us your reasonable basis for this statement, which appears to be a projection.
Please also provide the disclosur es regarding projections required by Item 10(b) of
Regulation S -K.

12. We note your disclosure on page 18 that you intend  to invest in gold, silver, platinum,
palladium, foreign currencies and stocks.  Please reconcile this with your disclosure that
you int end to invest in spot gold and spot silver.

Plan of Distribution, page 8

13. We note your disclosure that Mr. Xie will be selling securities on your behalf.  Please
explain how his activities  will meet the safe harbor provisions set out in Rule 3a4 -1 under
the Securities Exchange Act of 1934 .  Additionally, we note your disclosure on page 5
that Lansdale Inc. will continue to raise funds and support you.   Please advise whether
Lansdale will be  selling securities on your behalf in this offering or in the future, and if
so, whether it is a registered broker -dealer.

14. We note your disclosure on page 18 that Lansdale Inc. will purchase 96,000,000 shares
using cash and properties.  Please advise whe ther Lansdale has contractually committed
to purchasing these shares.  Further, please advise what properties will be provided in
order to purchase these shares.

Interests of Named Experts and Counsel, page 9

15. Please revise to identify your independent ac countant as an expert.

16. Please update your financial statements in accordance with Rule 8 -08 of Regulation S -X
for the interim period ended June 30, 2016.   Please also update your other financial
related information throughout your filing, including a di scussion of the interim period
ended June 30, 2016 within your MD&A consistent with Item 303(b) of Regulation S -K.

Wanjun Xie
Achison Inc.
September 7, 2016
Page 5

 Description of Business, page 9

17. We note your disclosure that your “business isn't regulated by the U.S. Commodity
Futures Trading Commission and the National Futures Association.”  Please provide a
detailed legal analysis as to how you determined that your proposed business plan
exempts you from regulation by these entities.

Evaluation of Disclosure Controls and Procedures, page 17

Changes in Internal Controls over Financial Reporting and Statement, page 18

18. The disclosure controls and procedures and internal controls over financial reporting
sections are not required in your Form S -1.   Please remove both of these sections from
your Form S -1.   Alternatively, please tell us in detail how management’s conclusions
regarding the effectiveness of your disclosure controls and procedures continue to be
appropriate given that:

 You have one employee who does not appear to be an expert in U .S. GAAP;

 You made your initial filing without audited financial statements

 Other required disclosures noted in our comments are not originally included in your
filings.

Directors, Executive Officers …, page 18

19. Please disclose the business experience of Mr. Xie and Ms. Li during the last five years,
including their principal occupation s and employment, and the name s and principal
business es of any corporation or other organization in which such occupation and
employment were carried out. In addition, any directorships during the past five years
should be disclosed.  Please see Item 401of Regulation S -K.  For example only, we note
that Mr. Xie and Ms. Li are affiliated with Lemont Inc., Landsbay, Inc., Linton Inc.,
Larison Inc., Blueville, Inc. and Lansdale, Inc. Further, in an appropriate section, please
explain the relationship of these entities to you.  Finally, please provide support for your
disclosure on page 9 that management has “more than 24 years managemen t prior
experience related to [your] business.”

Part II – Information Not Required in Prospectus

20. Please clearly separate the disclosure in Part II of the registration statement from the
disclosure in Part I of the registration statement. Refer to Form S -1.

Wanjun Xie
Achison Inc.
September 7, 2016
Page 6

 Undertakings, page 19

21. Please include all of the required undertakings. Refer to Section 512 of Regulation S -K
for guidance.

Exhibits and Financial Statement Schedules, page 19

22. Please ensure that you file all exhibits required under Item 601 of R egulation S -K,
including, but not limited to, an opinion of counsel as to the legality of the securities you
are seeking to register.  Please also refer to Staff Legal Bulletin 19 for guidance regarding
the legal opinion.

23. Please revise to include consent from your independent accountant as required under Item
601(b)(23) of Regulation S -K.   A consent from your independent registered public
accounting firm states, if true, that the auditor consents to the use of its auditor’s report,
and other references to  the auditor, in this registration statement.   It is also signed and
currently dated by the auditor.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informat ion the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures t hey have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceedi ng initiated by the Commission or any person under the federal
securities laws of the United States.

Wanjun Xie
Achison Inc.
September 7, 2016
Page 7

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of t he registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Paul Cline at (202)551 -3851 or Wilson Lee  at (202)551 -3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

Sonia Gupta  Barros
Assistant Director
        Office of Real Estate and
Commodities