United States securities and exchange commission logo
August 31, 2020
Thomas Mohnen
Chief Executive Officer
Pipergy Inc.
2096 Skull Creek Road
Four Corners, WY 82715
Re: Pipergy Inc.
Registration
Statement on Form S-1
Filed August 4,
2020
File No. 333-240364
Dear Mr. Mohnen:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 4, 2020
Prospectus Summary
The Company, page 6
1. Please revise your
prospectus summary to briefly disclose the development stage of your
business and the status
of your current operations to date.
Use of Proceeds, page 17
2. We note your
disclosure(s), at pages 7 and 8, of intended use of proceeds to include the
acquisition of "the
building in Newcastle, WY" (also referred to, at page 17, as the
"Newcastle Building
Acquisition"). Please revise to clarify the nature of this anticipated
acquisition. With
respect to the described "reserve funds," please revise to delineate the
differences as between
each.
Thomas Mohnen
Pipergy Inc.
August 31, 2020
Page 2
Status of Service, page 21
3. Given your development stage status and limited operations and assets,
please revise to
substantiate the basis for your expectation that you will start
generating revenue by April
2021. We note your plan of operations disclosure at page 25 that you
estimate 10 months
to develop your infrastructure.
Notes Payable Related Party, page 31
4. We note your disclosure that "Mr. Mohnen sold 27,000 restricted common
shares of the
Company held by him for $25,000 and loaned the proceeds to the Company;"
and that
"[t]he formal notes [sic] payable carries an annual interest rate of 9%
and matures on June
20, 2021." Please file the debt instrument relating to this note
payable.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or
Raj Rajan,
Staff Accountant, at (202) 551-3388 if you have questions regarding comments on
the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney,
at (202) 551-
8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other questions.
Sincerely,
FirstName LastNameThomas Mohnen
Division of
Corporation Finance
Comapany NamePipergy Inc.
Office of Energy &
Transportation
August 31, 2020 Page 2
cc: Jody M. Walker
FirstName LastName