April 28, 2014
Via Edgar Correspondence
Mara L. Ransom
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Spindle, Inc. |
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| Registration Statement on Form 10-12G |
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| Filed February 25, 2014 |
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| File No. 000-55151 |
Dear Ms. Ransom:
This letter is in response to the comments contained in the Staff’s letter to Spindle, Inc. (the “Company”), dated March 6, 2014 (the “Staff’s Letter”), concerning the Company’s Registration Statement on Form S-1 (File No. 000-55151), including all amendments thereto (the “Registration Statement”) filed with the Securities and Exchange Commission. We have filed an amendment to the Registration Statement (the “Amendment”) concurrently with this letter incorporating and/or responding to the requested changes.
Item 1A. Risk Factor, page 7
1.
We note that your stock price has experienced volatility relative to other reporting companies in your industry. Please include a risk factor disclosing the volatility.
RESPONSE
In response to the Staff’s comment, the Company has included an additional risk factor. Please see page 13 of the Amendment.
Item 13. Financial Statements, page 34
2.
Please update the financial statements and related financial information in accordance with the requirements set forth in Rule 8-08 of Regulation S-X. Please make consistent revisions to your Management’s Discussion & Analysis as well.
RESPONSE
The Company has updated its financial statements accordingly. In addition, the Company has also included the audited financial statements of Y Dissolutions, Inc. in accordance with Rule 8-04 of Regulation S-X.
As requested, the Company hereby acknowledges that: (i) it is responsible for the adequacy and accuracy of the disclosure in its filing with the Securities and Exchange Commission (the “Commission”); (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to its filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities law of the United States.
Sincerely,
Spindle, Inc.
By: /s/ William Clark
William Clark
Chief Executive Officer