l. | We note disclosure indicating that the stock to be issued under the investment agreement will be purchased at a seven percent (7%) discount to the lowest closing bid price during the five trading days immediately following notice to Dutchess. We also note disclosure in the Transaction Summary indicating that the purchase price will be set at ninety-four percent (94%) of the lowest closing bid price of the common stock during the pricing period, suggesting a 6% discount. Please reconcile and revise your disclosure as appropriate. |
Answer: | The risk factor has been revised to disclose that it is a six (6%) percent discount which reconciles with the Transaction Summary and the Investment Agreement. |
2. | Please revise to quantify the late payment fees so that investors can better assess the risk. |
Answer: | This risk factor has been revised to quantity the late payment fee. |
3. | Please revise this section to specify the actual “closing date” to which you refer. Your current disclosure is unclear in this regard. |
Answer: | This section has been revised to specify the definition of closing date. |
4. | We note your response to comment 10 in our letter dated July 6, 2007; however, we reissue our comment to include the undertaking in Item 512(g)(2) of Regulation S-B. |
Answer: | This section has been revised to include the undertaking in Item 512(g)(2) of Regulation S-B. |
§ | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
§ | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
§ | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
