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SEC Comment Letter for UPAY (UPYY) (CIK 0001677897) (UPYY) — Oct 11, 2016

UPAY (UPYY) (CIK 0001677897)
Date: Oct. 11, 2016 · CIK: 0001677897 · Accession: 0000000000-16-096616

AI Filing Summary & Sentiment

File numbers found in text: 333-212447

Date
August 11, 2016
Author
/s/ Katherine Wray
Form
UPLOAD
Company
UPAY (UPYY) (CIK 0001677897)

Letter

Mail Stop 4561 October 11 , 2016 Wouter A. Fouche Chief Executive Officer UPAY, Inc. 3010 LBJ Freeway, 12th Floor Dallas, TX 75234

Re: UPAY, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed August 11, 2016 File No. 333-212447

Dear Mr. Fouche :

Our preliminary review of your registration statement indicates that it fails to include an updated consent from your independent accountant. Therefore, we will not perform a detailed examination of the registration statement and we will not issue comments. We suggest that you consider filing a substantive amendment to correct this deficiency. As you prepare your amended document, please be aw are of the financial statement updating requirements of Rule 8-08 of Regulation S -X.

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 requ est.

Sincerely,
/s/ Katherine Wray

Show Raw Text
Mail Stop 4561
October 11 , 2016

Wouter A. Fouche
Chief Executive Officer
UPAY, Inc.
3010 LBJ Freeway, 12th Floor
Dallas, TX 75234

Re: UPAY, Inc.
 Amendment No. 2 to Registration Statement on Form S -1
Filed August 11, 2016
File No. 333-212447

Dear Mr. Fouche :

Our preliminary review of your registration statement indicates that it fails to include an
updated consent from your independent accountant.  Therefore, we will not perform a detailed
examination of the registration statement and we will not issue comments.  We suggest that you
consider filing a substantive amendment to correct this deficiency.  As you prepare your
amended document, please be aw are of the financial statement updating requirements of Rule
8-08 of Regulation S -X.

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 requ est.

Sincerely,

 /s/ Katherine Wray

Katherine Wray
Attorney -Adviser
Office of Information Technologies
and Services