Lang Michener LLP
BARRISTERS & SOLICITORS
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E-Mail: tdeutsch@lmls.com
January 13, 2007
Delivered, via EDGAR and via facsimile (to (202) 772-9206)
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
U.S.A., 20549-7010
Mail Stop 7010
Attention: Mr.Tim Buchmiller, Counsel
Dear Mr. Buchmiller:
Re:
MIV Therapeutics, Inc. (the "Company")
File No. 333-135797
Amendment No. 1 to Registration Statement on Form SB-2 dated December 18, 2006
Acceleration Request for Registration Statement on Form SB-2 filed on December 19, 2006
We are counsel for the above-referenced Company and we are pleased to acknowledge receipt, on behalf of the Company, of the Securities and Exchange Commission's (the "SEC"'s) recent telephone message (the "SEC Message") in this matter and pursuant to which the reviewing staff (the "Staff") of the SEC has therein indicated that the Staff will not be reviewing the Company's previously filed (on December 19, 2006) Amendment No. 1 to its registration statement on Form SB-2 (the "Registration Statement") in this instance.
In light of the SEC Message, therefore, and as previously communicated (by way of telephone message left by Mr. Deutsch to Mr. Buchmiller earlier today), we now take this opportunity to enclose, on behalf of the Company, the Company's written acceleration request to the SEC, dated as at January 13, 2007, to the effect that its within Registration Statement be permitted to become effective at 12:00 p.m. (noon), Washington, D.C. time, on Tuesday, January 16, 2007, or as soon hereafter or thereafter as is practicable. In this regard we confirm that the Company's acceleration request acknowledges that:
"(a) we are aware of our responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in our registration statement;
(b) should the SEC or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;
(c) the action of the SEC 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
(d) the Company may not assert this action as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States."
On behalf of the Company we trust that each of the foregoing and the previously filed Registration Statement and supporting materials are now clear and satisfactory in this regard, however, should the SEC have any further questions or comments respecting any of the same, or should the SEC require any further information or documentation respecting the Company in this instance, please do not hesitate to immediately contact the writer at any time.
We sincerely thank and appreciate the SEC's prompt attention to and ongoing cooperation in this matter, and we now welcome our receipt from the SEC of either any final questions or comments which the SEC may have in this matter, or the SEC's verbal confirmation of its receipt and acceptance of the Company's within acceleration request, all at the SEC's earliest convenience hereafter. In the interim we remain,
Yours very truly,
Thomas J. Deutsch
forLang Michenerllp
TJD
Enclosure
ec & cc: The Company (w/copy of Enclosure)