SecProbe.io

Mail Stop 3233

October 19, 2016

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

Re: Achison, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed September 22, 2016
  File No. 333-211051

Dear Mr. Xie:

We have reviewed your amended 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 amen dment 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.   Unless  we note
otherwise , our references to prior comments are to comments in our [Month day, year] letter .

General

1. We note your response to our prior comment 2 and your revised disclosure that you are
“an emerging growth company” as defined in the Jumpstart Our Business Startups Act .
Please revise your registration statement to:

 Describe how and when a company may lose emerging growth company status;

 Briefly describe the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act o f 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and

Wanjun Xie
Achison Inc.
October 19, 2016
Page 2

 State your election under Section 107(b) of the JOBS Act:

o If you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b), include a statement that the election is irrevocable; or

o If you have elected to use the extended transition period for complying
with new  or revised accounting standards under Section 102(b)(2), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective dates
for public and private companies until  those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that
comply with public company effective dates.  Include a similar statement
in your critical accounting policy disclosures.

2. We note your response to our prior comment 4 where you state that you do not “have any
[plans] for merger and acquisition in the future.”  In the forepart of the prospectus, please
include an affirmative state ment to make clear that the company has no present plans to
be acquired or to merge with another company nor does the company, nor any of its
shareholders, have plans to enter into a change of control or similar transaction.

3. We have reviewed your respon se to our prior comment 5. We note that you have nominal
operations and, as of June 30, 2016, you had $196 in cash and cash equivalents, $2,207 in
total assets, and $100 in revenues. Accordingly, you appear to be a “shell company” as
defined by Rule 405 of  the Securities Act. Please revise your disclosure in the prospectus
cover page, prospectus summary, plan of distribution and elsewhere throughout the
prospectus, as applicable, to indicate your shell company status.  Also include the
undertaking required by Item 512(a)(6) of Regulation S -K.

Cover Page of Registration Statement

4. We note your response to our prior comment 7 and your revised disclosure that “the date
on which the offer expires will be 25 days after the Form S -1 will be effective.”  Please
revise your disclosure to delete this statement or confirm that, once the offering expires
on the 25th day after effectiveness of the registration statement, you will file a post -
effective amendment to deregister all unsold securities under the registratio n statement. If
there were no sales made pursuant to the registration statement with those 25 days, please
confirm that you will file an application to withdraw the registration statement pursuant
to Rule 477 of the Securities Act. If you intend to continu e to use the registration
statement beyond the 25th day, please indicate by check mark that the securities being
registered are to be offered on a continuous basis pursuant to Rule 415 under the
Securities Act. Also include the undertakings required by Ite m 512(a) of Regulation S -K.

Wanjun Xie
Achison Inc.
October 19, 2016
Page 3

 5. Please delete the table after the delaying amendment disclosure.

Prospectus Cover Page

6. We note your response to our prior comment 8. We further note your disclosure in the
use of proceeds section that “there is no minimum amount of proceeds that must be raised
before the Corporation may use the proceeds of the offering.” Please revise your
disclosure on the prospectus cover page to indicate that this is a “best efforts offering.”
Additionally, please revise to indicate whet her there are any arrangements to place the
funds in an escrow, trust, or similar account. If you have not made any of these
arrangements, state this fact and describe the effect on investors. Refer to Item 501(b)(8)
of Regulation S -K.

Prospectus Summary,  page 6

7. We have reviewed your response to our prior comment 11. We do not believe you have
provided reasonable basis for your disclosure that you will achieve a “3% -5% Annual
Average Asset Return with low risk” pursuant to Item 10(b) of Regulation S -K.  Please
delete the disclosure here and throughout the document.

8. Please r evise your disclosure to discuss  what you mean by “spot gold” and “spot silver.”

9. We note your disclosure on page 22 where you state that “there aren't any conflicts of
interest associated with running multiple businesses in the same industry.” Please revise
your disclosure to discuss all commitments of senior management, including how their
time will be allocated between you, Lansdale, Inc., Blueville, Inc. and any other
commitments. Also provide detailed disclosure on the procedures, if any, whereby
investment opportunities are allocated among the competing entities.

Risk Factors, pa ge 6

10. We note your disclosure in Note 2 to the financial statements where you state that, “[d]ue
to the limited level of operations, the Company has not had to make material assumptions
or estimates other than the assumption that the Company is a going con cern.” Please
revise your disclosure in this section to discuss the risks related to the going concern
opinion.

11. Please revise your disclosure to provide the risks related to your management’s lack of
experience in the gold and silver trading business, inc luding their lack of experience in
running a public company.

12. We note your disclosure that you “will try to raise funds in the future by some ways, to
reduce the dependence on Lansdale Inc.” To the extent you intend to raise funds in the
future through th e sale of stock, please discuss material risks related to the dilution that
would be absorbed by existing security holders.

Wanjun Xie
Achison Inc.
October 19, 2016
Page 4

 Use of Proceeds, page 7

13. We refer to your third paragraph where you indicate that “if substantially less than the
maximum proceeds a re obtained, the priorities order that the proceeds will be used to
pay… any necessary expenditure.” Please revise to give examples of these expenditures.

14. We refer to your paragraph 5 where you state that “there isn’t material amount of funds
from sources  other than this offering are to be used in conjunction with the proceeds from
this offering.” We further note your disclosure on page 5 that “Lansdale will continue to
raise funds by any ways…” Please tell us whether Lansdale has raised any funds for you
since inception. If so, please revise your disclosure to provide amounts and dates.

Plan of Distribution, page 8

15. We note your response to our prior comment 13 where you state that “Wanjun Xie isn't
subject to a statutory disqualification. Wanjun Xie don't have any commissions or
remuneration for this offering. Wanjun Xie isn't a broker -dealer. Wanjun Xie meets all
conditions of the Safe Harbor for sales of Securities by officers.”  Please revise your
disclosure to include these representations. Refer to Rule 3a4 -1 of the Exchange Act.

16. We note your response to our prior comment 13 where you state that “Lansdale Inc will
be only a buyer of these securities…”  We further note your disclosure in the summary
section of the prospectus where you state that  “Lansdale Inc. will continue to raise
additional funds by any ways and continue to support the Corporation by granting funds
or making loans without interest” and your disclosure in the “certain relationships and
related transaction” section where you sta te that “[a]fter the registering in SEC will be
effective, Lansdale Inc will purchase 96,000,000,000 Class A common shares of Achison
Inc, it will be about 96% shares of Achison Inc. Lansdale Inc will pay the purchase by
cash.” We refer you to the Amended Promising Letter filed as Exhibit 10 to the
registration statement where Lansdale represented that it will continue to support you
while your share price is less than $20/share and it will have no obligation to support you
once your share price is more tha n $20/share. Please tell us whether the 96 billion
common shares Lansdale intends to purchase from you will be in exchange for the grants
and/or loans Lansdale makes to you. If so, please revise your disclosure to so state.

The Underwriters' Compensation and the offering Expenses, page 8

17. We note your disclosure that ‘[t]his is the table that sets out the nature of the
underwriters' compensation and the amount of discounts and commissions to be paid to
the underwriter for each security and in total.” Pleas e revise to provide the table or delete
the disclosure.

Wanjun Xie
Achison Inc.
October 19, 2016
Page 5

 Description of Securities to be registered, page 8

18. We note your disclosure that “the security has the cumulative voting rights.” Please
revise your disclosure to describe these rights and any co nditions precedent to the
exercise thereof.

Interests of Named Experts and Counsel, page 9

19. Please revise to include legal counsel.

Description of Business, page 9

20. We note your disclosure that you will use BullionVault System to be the trading vehicle.
Please revise your disclosure to provide the brokerage fees and commission.

21. We note your disclosure that “the physical gold and silver will be stored in the
professional storages in London, New York, Toronto, Zurich and Singapore.” Please
revise your disclosure to discuss the regulation of the warehouses, what controls are in
place to ensure the commodities are safe, costs of warehousing, and whether the
commodities will be insured, e.g., by the warehouse or by you. To the extent you have
optional insp ection rights, please so state.

Exhibits and Financial Statement Schedules, page 23

Exhibit 5

22. We refer to paragraph 3 where counsel states that it has assumed the legal competence or
capacity of persons or entities  to complete the execution of document.  (Emphasis added).
Please have counsel revise the opinion to delete the reference to “entities” or to carve out
registrant.

23. We note assumptions (ii), (iii) and (iv) in paragraph 6. Counsel’s opinion indicates that
“the Registered Securities will be, when  sold pursuant to the Prospectus, validly
issued…” As such, the assumptions assume away the material facts underlying the
opinion. Please have counsel delete these assumptions. Refer to Staff Legal Bulletin 19
(October 14, 2011) for guidance.

24. We note assu mption (vii) in paragraph 7.  Please have counsel revise the legal opinion to
clarify that, as of the date of the opinion, you have a sufficient number of authorized
shares.

25. We refer to the penultimate paragraph of the legal opinion where counsel states t hat
“[t]his legal opinion has been prepared for the Company's benefit as an exhibit to the
Company's Registration Statement already filed with SEC and may be relied upon by you
and by persons entitled to rely upon the same pursuant to the applicable provis ions of the

Wanjun Xie
Achison Inc.
October 19, 2016
Page 6

 Act solely for such purpose.” (Emphasis added) It is unclear whether the reference to
“persons” means purchasers of the securities in the offering. Please revise to delete this
paragraph or revise to make clear that purchasers of the securities  in the offering are
entitled to rely on the opinion.

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 -3673 with any other questions.

Sincerely,

 /s/ Folake Ayoola

Folake Ayoola
Senior Counsel , Office of Real
Estate and  Commodities