Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
----------
Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax:949/673-4525
Cell: 202/415-3563
July 22, 2014
Bryan Pitko
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Winter Valley Acquisition Corporation
Amendment to Registration Statement on Form 10
File No. 000-55230
Dear Mr. Pitko:
Attached for filing with the Securities and Exchange Commission is
Amendment No. 1 to the Winter Valley Acquisition Corporation registration
statement on Form 10.
The following responses address the comments of the reviewing staff
of the Commission as set forth in a comment letter dated July 15, 2104
(the "Comment Letter"). The comments in the Comment Letter are
sequentially numbered and the answers set forth herein refer to each of
the comments by number and by citing the location of each response
thereto in the Registration Statement.
The following responses address the comments of the reviewing
staff of the Commission as set forth in its comment letter.
General
1. The Staff's comment is noted.
2. The Staff's comment is noted and the comments have been applied
to all eight registration statements filed simultaneously herewith.
Cover Page
3. The IRS Employer Identification number has been added.
Risk Factors
4. The requested disclosure has been added as a Risk Factor and appears
on page 8 of the Registration Statement.
Item 5. Directors and Executive Officers
5. The requested disclosure has been added and appears on page 15 of
the Registration Statement.
Recent Blank Check Companies
6. The noted disclosure has been corrected and the section updated
and appears beginning on page 26 of Registration Statement.
The Company has filed simultaneously a statement of
acknowledgment regarding the adequacy and accuracy of the filing.
Sincerely,
Lee W. Cassidy