SEC Company Response from UPAY (UPYY) (CIK 0001677897) (UPYY) — Nov 23, 2016
UPAY (UPYY) (CIK 0001677897)
Date: Nov. 23, 2016 · CIK: 0001677897 · Accession: 0001144204-16-136126
AI Filing Summary & Sentiment
File numbers found in text: 333-2124447
Letter
United States Securities and Exchange Commission Re: UPAY, Inc. (referred to herein as “we”, “our” or “us or UPAY, Inc.) Registration Statement filed on Form S-1 Amendment Number 5 filed on November 23, 2016 File No. 333-2124447
Dear Ms. Wray and Mr. Eckstein
Please find below our responses to your November 22, 2016 verbal comments as it applies to the above-referenced registration statement:
Hyperlinks
We have removed the hyperlinks on page 32, 38, 42.
Reconciling Entries
The Statement of Cash Flows has been prepared in accordance with Regulation SX, 210.10-01, (Item a)(4).
Updated Consent, Legal Opinion and Other Disclosures
We have updated the consent, legal opinion and other disclosures to reflect such matters as of November 22, 2016.
We hereby acknowledge the following:
· 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 of 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 the disclosure in the filing; and
· The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact our legal counsel, Frederick M. Lehrer, at (561) 706-7646 should you have any questions regarding Amendment number 5.
Sincerely yours,
By:
/s/ Wouter A. Fouche
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CORRESP
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filename1.htm
UPAY, INC.
3010 LBJ Freeway, 12th Floor
Dallas, Texas 75234
(228) 231-1187
Filed as Correspondence on Edgar
United States Securities and Exchange Commission
Washington, D.C.
Attn: Katherine Wray, Attorney-Adviser
(Office of Information Technologies and Services)
Gabriel Eckstein, Attorney-Adviser
November 23, 2016
Re: UPAY, Inc. (referred to
herein as “we”, “our” or “us or UPAY, Inc.)
Registration Statement filed
on Form S-1
Amendment Number 5 filed on November
23, 2016
File No. 333-2124447
Dear Ms. Wray and Mr. Eckstein
Please find below our responses to your
November 22, 2016 verbal comments as it applies to the above-referenced registration statement:
Hyperlinks
We have removed the hyperlinks on page
32, 38, 42.
Reconciling Entries
The Statement of Cash Flows has been prepared
in accordance with Regulation SX, 210.10-01, (Item a)(4).
Updated Consent, Legal Opinion and Other
Disclosures
We have updated the consent, legal opinion
and other disclosures to reflect such matters as of November 22, 2016.
We hereby acknowledge the following:
·
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 of 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 the disclosure in the filing; and
·
The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact our legal counsel, Frederick
M. Lehrer, at (561) 706-7646 should you have any questions regarding Amendment number 5.
Sincerely yours,
By:
/s/ Wouter A. Fouche
Wouter A. Fouche, Chief Executive Officer