Nepia, Inc.
Tian Bei West Road
Yung Guang Tian Di Ming Xing
Ge, Unit 1503, Shenzhen, People's Republic of China
January 3, 2012
Via EDGAR
United States Securities and Exchange Commission
100 F Street, N.E. Mailstop 3561
Washington D.C., 20549-7010
Attention: Edward M. Kelly
| Re: | Nepia, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed October 11, 2011 File No. 333-173699 |
Dear Mr. Kelly:
I write on behalf of Nepia, Inc. (the “Company”) in response to Staff’s letter of November 18, 2011 (the “Comment Letter”), by Pamela A. Long, Assistant Director, Division of Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Registration Statement on Form S-1.
Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.
1. Please disclose the specific tax consequences to you and your non-PRC shareholders if you are considered a resident enterprise for PRC enterprise income tax purposes.
In response to this comment, the Company included the specific tax consequences to us and our non-PRC shareholders if we are considered a resident enterprise for PRC enterprise income tax purposes.
2. Please provide the information required by Item 201(a)(2)(ii) of Regulation S-K about the sale of securities in reliance on Rule 144 and clarify that because you are a shell company the provisions of Rule 144(i) limit the ability of your shareholders to rely on Rule 144.
In response to this comment, the Company provided the information required Item 201(a)(2)(ii) of Regulation S-K as requested.
Please accept this correspondence as acknowledgement by the Company of 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 or 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 of the disclosure in the filing; and
- the company many not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
/s/ Li Deng Ke
Li Deng Ke
