SEC Company Response from UPAY (UPYY) (CIK 0001677897) (UPYY) — Dec 5, 2016
UPAY (UPYY) (CIK 0001677897)
Date: Dec. 5, 2016 · CIK: 0001677897 · Accession: 0001144204-16-137778
AI Filing Summary & Sentiment
File numbers found in text: 333-212447
Letter
Securities and Exchange Commission Division of Corporation Finance Attn: Barbara C. Jacobs, Assistant Director Re: UPAY, Inc. (referred to herein as “we”, “our” or “us or UPAY) Registration Statement filed on Form S-1; Amendment No. 5 File No. 333-212447
Dear Ms. Jacobs:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, UPAY, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-212447), as amended (the “Registration Statement”), so that it may become effective at 11:00 a.m. Eastern Daylight Time on December 6, 2016, or as soon as practicable thereafter.
The Registrant hereby acknowledges that:
(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to our securities counsel, Frederick M. Lehrer, P. A., at flehrer@securitiesattorney1.com.
Best Regards,
/s/ Wouter A. Fouche
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CORRESP
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UPAY, INC.
3010 LBJ Freeway, 12th Floor
Dallas, Texas 75234
(972) 888-6052
December 5, 2016
CORRESPONDENCE FILED ON EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Mail Stop 4561
Attn:
Barbara C. Jacobs, Assistant Director
Re:
UPAY, Inc. (referred to herein as “we”, “our” or “us or UPAY)
Registration Statement filed
on Form S-1; Amendment No. 5
File No. 333-212447
Dear Ms. Jacobs:
Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, UPAY, Inc. (the “Registrant”) hereby requests acceleration of the effective
date of its Registration Statement on Form S-1 (File No. 333-212447), as amended (the “Registration Statement”),
so that it may become effective at 11:00 a.m. Eastern Daylight Time on December 6, 2016, or as soon as practicable thereafter.
The Registrant hereby acknowledges that:
(i) should the
Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;
(ii) the action
of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and
(iii) the Registrant
may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We also respectfully request that a copy
of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to our securities
counsel, Frederick M. Lehrer, P. A., at flehrer@securitiesattorney1.com.
Best Regards,
/s/ Wouter A. Fouche
Wouter A. Fouche, Chief Executive Officer