SEC Comment Letter for UPAY (UPYY) (CIK 0001677897) (UPYY) — Aug 11, 2016
UPAY (UPYY) (CIK 0001677897)
Date: Aug. 11, 2016 · CIK: 0001677897 · Accession: 0000000000-16-088402
AI Filing Summary & Sentiment
Letter
Mailstop 4561 August 11, 2016 Wouter A. Fouche Chief Executive Officer UPAY, Inc. 3010 LBJ Freeway, 12th Floor Dallas, TX 75234
Re: UPAY, Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed August 9, 2016 File No. 333 -212447
Dear Mr. Fouche :
Our preliminary review of your amended registration statement indicates that it fails in material respects to comply with the requirements of the Securities Act of 1933 , the rules and regulations under that Act, and the requirements of the form. Specifically, we are unable to complete a review of the registration statement as your financial st atements do not meet the updating requirements of Rule 8 -08 of Regulation S -X. Please amend your registration statement to include the appropriate financial statements and revise your disclosures as necessary. Until a corrective amendment is filed, we wi ll not perform a detailed examination of the registration statement and we will not issue comments because to do so would delay the review of other disclosure documents that do not appear to contain comparable deficiencies.
If you were to request acceleration of the effective date of the registration statement in its present form, we would likely recommend that the Commission deny your request. We suggest that you consider filing a substantive amendment to correct the deficiencies.
Sincerely,
/s/ Katherine Wray
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Mailstop 4561
August 11, 2016
Wouter A. Fouche
Chief Executive Officer
UPAY, Inc.
3010 LBJ Freeway, 12th Floor
Dallas, TX 75234
Re: UPAY, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed August 9, 2016
File No. 333 -212447
Dear Mr. Fouche :
Our preliminary review of your amended registration statement indicates that it fails in
material respects to comply with the requirements of the Securities Act of 1933 , the rules and
regulations under that Act, and the requirements of the form. Specifically, we are unable to
complete a review of the registration statement as your financial st atements do not meet the
updating requirements of Rule 8 -08 of Regulation S -X. Please amend your registration
statement to include the appropriate financial statements and revise your disclosures as
necessary. Until a corrective amendment is filed, we wi ll not perform a detailed examination of
the registration statement and we will not issue comments because to do so would delay the
review of other disclosure documents that do not appear to contain comparable deficiencies.
If you were to request acceleration of the effective date of the registration statement in its
present form, we would likely recommend that the Commission deny your request. We suggest
that you consider filing a substantive amendment to correct the deficiencies.
Sincerely,
/s/ Katherine Wray
Katherine Wray
Attorney -Adviser
Office of Information
Technologies and Services
cc: Frederick M. Lehrer, Esq,
Frederick M. Lehrer, P.A.