April 23, 2015
VIA EDGAR CORRESPONDENCE
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Mara L. Ransom, Assistant Director
Re:
Spindle, Inc.
Registration Statement on Form S-1 (File No. 333-201837)
Acceleration Request
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Spindle, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-l (File No. 333-201837) effective on April 27, 2015 at 4:00 P.M. Eastern Time, or as soon thereafter as practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Richardson & Patel LLP, by calling Blake Baron at (347) 983-5626. The Company hereby authorizes Mr. Baron to orally modify or withdraw this request for acceleration.
In connection with this acceleration request, the Company hereby acknowledges that:
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should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
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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
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the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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| Sincerely, | |
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| Spindle, Inc. | |
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| By: | /s/ William Clark |
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| WiWilliam Clark President and Chief Executive Officer |
cc:
Melanie Figueroa, Richardson & Patel LLP
Blake Baron, Richardson & Patel LLP