UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10361 / May 12, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-17987

In the Matter of

the Registration Statement of 

Lorilay Corp.

89 Rublevskoye highway, 

Building 3, Suite 10

Moscow, Russia 121467

Respondent.

ORDER FIXING TIME AND PLACE

OF PUBLIC HEARING AND

INSTITUTING PROCEEDINGS

PURSUANT TO SECTION 8(d) OF THE

SECURITIES ACT OF 1933

I.

The Commission’s public official files disclose that:

On April 17, 2014, Lorilay Corp. (“Respondent”) filed a Form S-1 registration statement 

seeking to register the offer and sale of 4,000,000 common shares in an $80,000 public offering

(the “Registration Statement”). 

II.

After an investigation and examination, the Division of Enforcement alleges that: 

A. RESPONDENT

1. Respondent is a Nevada corporation headquartered in Moscow, Russia. 

2. Respondent purportedly plans to sell crepes through retail outlets in Russia. The 

company has no revenue and has never sold shares to the public. 
2

B. FAILURE TO COOPERATE WITH SECTION 8(e) EXAMINATION

3. On April 24, 2014, Commission staff issued a document subpoena to Respondent. 

The subpoena was properly served on company counsel, who resides in the United States, on that 

date. 

4. On May 6 and again on May 9, 2014, the staff was informed by company counsel 

that he had not yet been authorized to represent the company with respect to the ongoing 

examination, but that he had emailed the subpoena to his contact at the company.

5. Company counsel subsequently informed the staff that Respondent would be 

submitting documents responsive to the subpoena directly to the staff, and that he would be 

authorized to represent the company going forward. 

6. Respondent made a document production on May 8, 2014, pursuant to the April 24, 

2014 subpoena.

7. On May 13, 2014, the staff contacted company counsel and informed him that the 

staff intended to take testimony from Respondent’s Chief Executive Officer (“CEO”).

8. On May 16, 2014, the staff properly served a testimony subpoena to Respondent’s 

CEO via company counsel, who resides in the United States.

9. During the subsequent months, the staff made numerous attempts to schedule the 

taking of testimony from Respondent’s CEO. On August 19, 2014, company counsel emailed the 

staff and stated that his attempts to contact Respondent’s CEO had been unsuccessful.

10. On May 19, 2016, company counsel informed the staff that he was no longer 

representing the Respondent.

11. On May 24, 2016, the staff attempted to email Respondent directly at the email 

address provided in its Registration Statement. The staff did not receive a response.

12. On July 11, 2016, the staff sent an email to the same address, attaching a copy of a 

notice informing the company of the staff’s preliminary determination to recommend an 

enforcement action against Respondent. A copy of the notice was also sent via UPS to the 

company’s designated agent for service in the United States, and directly to the company address 

in Russia.

13. The staff did not receive a response to its email, and both UPS packages were 

ultimately returned to the staff as undelivered.

14. As a result of the conduct described in paragraphs nine through eleven above, 

Respondent failed to cooperate with the staff’s examination
3

III.

The Commission, having considered the aforesaid, deems it appropriate and in the public 

interest that public proceedings pursuant to Section 8(d) of the Securities Act be instituted with 

respect to the Registration Statement to determine whether the allegations of the Division of 

Enforcement are true; to afford the Respondent with an opportunity to establish any defenses to 

these allegations; and to determine whether a stop order should issue suspending the effectiveness 

of the Registration Statement referred to herein.

Accordingly, IT IS ORDERED that public proceedings be and hereby are instituted under 

Section 8(d) of the Securities Act, such hearing to be commenced at 9:30 a.m. on June 1, 2017, at 

the Commission’s offices at 100 F Street N.E., Washington, DC 20549, and to continue thereafter 

at such time and place as the hearing officer may determine.

IT IS FURTHER ORDERED that these proceedings shall be presided over by an

Administrative Law Judge to be designated by further order, who is authorized to perform all the 

duties of an Administrative Law Judge as set forth in the Commission’s Rules of Practice or as 

otherwise provided by law.

IT IS FURTHER ORDERED that the Respondent shall file an Answer to the allegations 

contained in this Order within ten (10) days after service of this Order, pursuant to Rule 220 of the 

Commission's Rules of Practice, 17 C.F.R. § 201.220. If the Respondent fails to file the directed 

answer, or fails to appear at a hearing after being duly notified, the Respondent may be deemed in 

default and the proceedings may be determined against the Respondent upon consideration of this 

Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 

221(f) and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§201.155(a), 201.220(f), 

201.221(f) and 201.310. This Order shall be served forthwith upon the Respondent in accordance 

with Rule 141 of the Commission’s Rules of Practice, 17 C.F.R. §201.141.

IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial 

decision no later than 120 days from the occurrence of one of the following events: (A) The 

completion of post-hearing briefing in a proceeding where the hearing has been completed; (B) 

Where the hearing officer has determined that no hearing is necessary, upon completion of briefing 

on a motion pursuant to Rule 250 of the Commission’s Rules of Practice, 17 C.F.R. § 201.250; or 

(C) The determination by the hearing officer that a party is deemed to be in default under Rule 155 

of the Commission’s Rules of Practice, 17 C.F.R. § 201.155 and no hearing is necessary.

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually related 

proceeding will be permitted to participate or advise in the decision of this matter, except as 

witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule 

making” within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed 

subject to the provisions of Section 553 delaying the effective date of any final Commission action.
4

By the Commission.

Brent J. Fields

Secretary