GREENBERG TRAURIG P.A. 1221 BRICKELL AVENUE MIAMI, FLORIDA 33131 Direct Dial: (305) 579-0756 E-mail: grossmanb@gtlaw.com November 4, 2005 VIA EDGAR TRANSMISSION - ---------------------- John Reynolds, Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Vector Intersect Security Acquisition Corp. Form S-1 Registration Statement File No. 333-127644 Dear Mr. Reynolds: On behalf of Vector Intersect Security Acquisition Corp., a Delaware corporation (the "Company"), we transmit herewith for filing with the Securities and Exchange Commission (the "Commission"), pursuant to Section 6 of and Regulation C under the Securities Act of 1933, as amended (the "Securities Act"), and Rule 101(a)(1)(i) of Regulation S-T under the Commission's Electronic Data Gathering and Retrieval System (EDGAR), one complete electronic version of Amendment No. 1 ("Amendment No. 1") to the Company's Registration Statement on Form S-1 (No. 333-127644), originally filed with the Commission on August 18, 2005 (together, the "Registration Statement"), including one complete electronic version of the exhibits filed therewith. By overnight courier, we are transmitting three marked copies of the above referenced filing to reflect revisions from the prior submission. Amendment No. 1 responds to the comments heretofore received from the Commission's Staff (the "Staff") by a letter dated September 23, 2005 (the "Comment Letter") with respect to the Registration Statement. Other changes reflect developments since the filing of the initial Registration Statement and comments received from the National Association of Securities Dealers, Inc. For the Staff's convenience, the Staff's comments have been restated below in bold type (the numbers thereof corresponding to the numbers of the Staff's comments contained in the Comment Letter) and the responses to each comment appear immediately below such comment. For the further convenience of the Staff, to the extent there have occurred pagination changes with respect to certain text contained in the initial Registration Statement filed with the Commission on August 18, 2005, the Company has indicated the new page numbers on which the beginning of such revised text now appears in Amendment No. 1. All capitalized terms used and not defined herein have the respective meanings assigned to them in the Comment Letter. GENERAL 1. WE NOTE THE STRUCTURE OF THIS OFFERING AND ITS SIMILARITY TO NUMEROUS BLANK CHECK OFFERINGS UNDERWRITTEN ON A FIRM COMMITMENT BASIS THAT RECENTLY HAVE BEEN REGISTERED WITH THE COMMISSION. WITH A VIEW TOWARD DISCLOSURE, IDENTIFY FOR US SUPPLEMENTALLY THE NAMES OF THE COMPANIES THAT HAVE REGISTERED OR ARE SEEKING TO REGISTER BLANK CHECK OFFERINGS UNDERWRITTEN ON A FIRM COMMITMENT BASIS IN WHICH AN OFFICER, DIRECTOR, AFFILIATE, UNDERWRITER OR ATTORNEY OF THE REGISTRANT HAVE BEEN INVOLVED; THE SECURITIES ACT FORM THE COMPANIES' FILED ON; IF APPLICABLE, THE DATE OF EFFECTIVENESS; AND, THE STATUS OF THE OFFERING THUS FAR. IN THIS REGARD, TELL US THE AMOUNT ESCROWED TO DATE AND WHETHER THE BLANK CHECKS HAVE ENGAGED IN THE DESIRED BUSINESS COMBINATION OUTLINED IN THE PROSPECTUS. TO ASSIST THE STAFF IN THIS REGARD, PLEASE PRESENT THE INFORMATION IN A TABULAR FORMAT. WE MAY HAVE FURTHER COMMENT. In response to the Staff's comment, please see Annex A. 2. PROVIDE DISCLOSURE WITH RESPECT TO THE CONVERSION RIGHTS TO DISCUSS THE RELATIVE BENEFITS AND FINANCIAL ADVANTAGES TO UTILIZATION OF SUCH FEATURE BETWEEN THE EXISTING STOCKHOLDERS AND THE PUBLIC STOCKHOLDERS. THIS DISCLOSURE SHOULD INCLUDE, IN PART, AN ANALYSIS AND COMPARISON OF THE FINANCIAL CONSEQUENCES OF THE EXERCISE OF THE CONVERSION RIGHT WHEN EXERCISED BY AN EXISTING STOCKHOLDER AS COMPARED TO A PUBLIC STOCKHOLDER. IN THIS CONTEXT WE NOTE THAT: (I) THE EXISTING STOCKHOLDERS ARE ALLOWED, AND MAY MAKE PURCHASES OF SHARES IN BOTH THE OFFERING AND IN THE OPEN MARKET SUBSEQUENT TO THE OFFERING; (II) THERE APPEARS TO BE A DISINCENTIVE FOR PUBLIC STOCKHOLDERS TO EXERCISE THEIR CONVERSION RIGHTS DUE TO THE FACT THAT THE AMOUNT AVAILABLE TO SUCH STOCKHOLDERS (APPROXIMATELY $7.41 PER SHARE) IS VIRTUALLY CERTAIN TO BE LESS THAN THE PURCHASE PRICE PAID FOR THE UNIT IN THE OFFERING ($8.00); AND (III) THERE DOES NOT APPEAR TO BE A CORRESPONDING DISINCENTIVE FOR EXISTING STOCKHOLDERS TO EXERCISE THEIR REDEMPTION RIGHTS SINCE THEIR EXISTING SHARES HAVE AN EFFECTIVE PURCHASE PRICE OF $0.005 PER SHARE AND THUS EVEN AFTER PAYING THE OFFERING PRICE AND/OR MARKET PRICE FOR THE OTHER SHARES ACQUIRED AFTER THE DATE OF THE PROSPECTUS, THE EFFECTIVE COST TO THE EXISTING STOCKHOLDERS OF THEIR SHARES WILL BE SIGNIFICANTLY LESS THAT THE CONVERSION PRICE OF APPROXIMATELY $7.38 PER SHARE. SIMILAR DISCLOSURE SHOULD BE PROVIDED, AS APPLICABLE, WITH RESPECT TO THE SHARES HELD BY THE UNDERWRITERS. WE MAY HAVE FURTHER COMMENT. In connection with the Staff's comment, we note that as indicated on page 6, the Company is not granting "conversion" rights to its public stockholders, but rather "redemption" rights to those public stockholders voting against a business combination. In response to the Staff's comment, each of the existing stockholders agrees to waive his or its right to exercise redemption rights to any shares of common stock owned by him or it, directly or indirectly, on the date of the prospectus or acquired thereafter in the open market or otherwise. Please be advised that the disclosure on pages 6, 13, 14, 38, 48 has accordingly been revised to indicate that existing stockholders have agreed to vote their shares in accordance with the majority of the shares of common stock voted by the public 2 stockholders on a proposal to approve a business combination. Accordingly, we do not believe that any disclosure detailing analysis and comparison of the financial consequences of the exercise of the redemption rights by existing stockholders as compared to public stockholders is necessary. We believe any shares acquired by the underwriters in connection with the offering or thereafter will be subject to substantially equivalent financial consequences and/or disincentives as those applicable to investors who acquire shares in the offering or in the open market. The underwriters have agreed to vote their shares in favor of any business combination presented to shareholders. 3. WE NOTE THAT YOUR INITIAL BUSINESS COMBINATION MUST BE WITH A BUSINESS WHERE THE AGGREGATE CONSIDERATION PAID BY YOU IS AT LEAST EQUAL TO 80% OF THE AMOUNT HELD IN THE TRUST ACCOUNT AT THE TIME OF ACQUISITION. PLEASE CLARIFY THROUGHOUT THAT THERE IS NO LIMITATION ON YOUR ABILITY TO RAISE FUNDS PRIVATELY OR THROUGH LOANS THAT WOULD ALLOW YOU TO ACQUIRE A COMPANY IN CONSIDERATION GREATER THAN 80% OF THE AMOUNT HELD IN THE TRUST ACCOUNT. DISCLOSE AS WELL WHETHER ANY SUCH FINANCING ARRANGEMENTS HAVE BEEN ENTERED INTO OR CONTEMPLATED WITH ANY THIRD PARTIES TO RAISE SUCH ADDITIONAL FUNDS THROUGH THE SALE OF SECURITIES OR OTHERWISE. In response to the Staff's comment, we hereby advise the Staff that Amendment No. 1 has been revised to reflect that the Company will not enter into its initial business combination with a target business or businesses unless the collective fair market value of the target business or businesses is at least 80% of the Company's net assets at the time of the acquisition(s) (excluding any funds held in the trust account for the benefit of the Underwriters), including any amounts held in the trust account subject to any redemption rights. As such, the Company's initial business combination will no longer be required to be with a target business or businesses where the aggregate consideration paid by the Company is at least equal to 80% of the amount held in the trust account at the time of such acquisition(s). The disclosure in the Prospectus has therefore been revised on pages 1, 15, 34, 35, 36, 37, 40, 42 to reflect the Company's new policy. In response to the Staff's comment, disclosure has been made in the Prospectus Summary and in the Risk Factors on page 15, to reflect that the Company has the ability to raise funds privately or through loans that would allow it to acquire a company with a fair market value that is greater than 80% of the amount of our net assets. Further disclosure has been made in the Prospectus Summary and on page 15 to reflect that no such financing arrangement has been entered into or is currently contemplated with any third parties to raise such additional funds through the sale of securities or otherwise. 4. PLEASE ADDRESS THE APPLICABILITY OR INAPPLICABILITY OF REGULATION M IN THE CONTEXT OF THE WARRANT REPURCHASE AGREEMENTS CONTAINED WITHIN YOUR REGISTRATION STATEMENT. In response to the Staff's comment, we hereby advise the Staff that the warrant repurchase agreements are being modified to provide that the warrant repurchase will not occur until the later of the 45 day trading period commencing on the date separate trading 3 of the warrants has commenced or 60 calendar days until the end of the "restricted period" under Regulation M. These purchases will be made pursuant to agreements in accordance with the guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934 through an independent broker-dealer registered under Section 15 of the Exchange Act. The officers and directors of the Company will not have any discretion or influence with respect to such procedures. See pages 50 and 51. 5. PLEASE DISCUSS THE APPLICABILITY OR INAPPLICABILITY OF REGULATION M TO THE UNDERWRITER'S AGREEMENT TO ACT AS A FINDER OF BUSINESS ACQUISITIONS FOR THE ISSUER. PLEASE ADDRESS IN YOUR DISCUSSION WHEN ANY APPLICABLE RESTRICTED PERIOD WOULD END. We have added disclosure on page 59 in accordance with the Staff's comment. In response to the Staff's comment, we believe that since the financial advisory fee would be contingent upon, and would only be paid in connection with, the consummation of a business combination, the restricted periods under Regulation M for both the initial public offering and in connection with any business combination will have ended and therefore Regulation M would be inapplicable. It is our view, based on the Commission's "Frequently Asked Questions About Regulation M" published by the Division of Market Regulation (dated October 27,1999 and revised April 12, 2002) (the "FAQs"), that the restricted period under Regulation M for the offering will have ended when all of the units have been distributed and after any over-allotment and stabilization arrangements and trading restrictions in connection with the offering have been terminated. Based on the guidance offered in the FAQs, any applicable restricted period under Regulation M in connection with a business combination in which securities are to be distributed will have ended either on the date in which the target shareholders can vote on the merger or exchange or, in the case of the acquisition of a privately-held company, the later of the execution of the definitive acquisition agreement or the end of any valuation period. Accordingly, we believe that Regulation M is inapplicable to any payments to be received by Rodman & Renshaw, LLC as a financial advisory fee upon consummation of a business combination with a target business introduced to us by Rodman & Renshaw, LLC. We are aware of the Commission's guidance set forth in the FAQs relating to the restricted period in an acquisition of a target in which securities are to be distributed. If and to the extent it becomes applicable in the context of a business combination, Rodman & Renshaw, LLC has advised us that it will comply with Regulation M and not make a market in the Company's securities during the period set forth in the FAQs. 6. PLEASE FURNISH SUPPLEMENTALLY A STATEMENT AS TO WHETHER OR NOT THE AMOUNT OF COMPENSATION TO BE ALLOWED OR PAID TO THE UNDERWRITERS HAS BEEN CLEARED WITH THE NASD. PRIOR TO THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT, THE STAFF REQUESTS THAT WE BE PROVIDED WITH A COPY OF THE LETTER INFORMING THAT THE NASD HAS NO OBJECTIONS. Prior to effectiveness, the Staff will be provided with written confirmation that the National Association of Securities Dealers, Inc. (NASD) has finished its review and has no objections to the underwriting terms and arrangements in this offering. 7. PRIOR TO EFFECTIVENESS PLEASE PROVIDE AN UPDATE WITH RESPECT TO THOSE STATES IN WHICH THE OFFERING WILL BE CONDUCTED. Prior to effectiveness, the Staff will be provided with an update with respect to those states in which the offering will be conducted. 8. PRIOR TO EFFECTIVENESS OF THIS REGISTRATION STATEMENT, PLEASE CONFIRM SUPPLEMENTALLY THAT YOU HAVE RESOLVED ANY OUTSTANDING STATE REGULATORY AGENCY COMMENTS AND THAT YOU HAVE RECEIVED CLEARANCE FROM ALL STATES WHERE YOU HAVE APPLIED TO HAVE THE UNITS REGISTERED FOR SALE. Prior to effectiveness, the Staff will be provided confirmation that the Company has resolved all outstanding state regulatory agency comments and that it has received clearance from all states in which the Company intends to sell its securities in the offering. 4 9. WE NOTE THAT THE REGISTRATION STATEMENT COVERS "SUCH INDETERMINABLE ADDITIONAL SECURITIES AS MAY BE ISSUED AS RESULT OF THE ANTI-DILUTION PROVISIONS CONTAINED IN THE WARRANTS, THE REPRESENTATIVE'S UNIT PURCHASE OPTION AND THE WARRANTS INCLUDED IN THE REPRESENTATIVE'S UNITS." PLEASE REVISE THE DISCLOSURE TO STATE THAT THE INDETERMINATE NUMBER OF ADDITIONAL SHARES OF COMMON STOCK SHALL BE ISSUABLE "PURSUANT TO RULE 416 TO PREVENT DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS." Disclosure has been added to the Registration Statement cover page to provide that pursuant to Rule 416, there are also being registered such indeterminable additional securities to prevent dilution resulting from stock splits, stock dividends and similar transactions. 10. REVISE TO INDICATE HOW THE COMPANY WILL DETERMINE THAT CONSIDERATION GIVEN, FOR AN ACQUISITION TARGET REPRESENTS 80% OF THE TRUST. We believe that this comment is now inapplicable given the fact that the Company is adopting and will now be subject to the requirement that a target business or businesses have a fair market value of at least 80% of the Company's net assets at the time of the acquisition (excluding any funds held in the trust account for the benefit of the Underwriters) rather than that the aggregate consideration paid by the Company be at least 80% of the amount in the trust account. We have disclosed on page 36 how the Company will determine that consideration given for an acquisition target has a fair market value of at least 80% of net assets. 11. PLEASE NOTE, IN THE DISCUSSION OF THE OFFERING OR IN ANOTHER APPROPRIATE PLACE, WHETHER THE COMPANY PLANS TO AMEND ITS 8-K FILING TO PROVIDE AN AUDITED BALANCE SHEET TO REFLECT THE EXERCISE OF THE OVER-ALLOTMENT OPTION IF SUCH EXERCISE DOES NOT TAKE PLACE PRIOR TO THE FILING OF THE 8-K TO REFLECT THE CONSUMMATION OF THE OFFERING. Disclosure has been added to the Prospectus cover page and on pages 42, 49, 51, 53 and 54 to clarify that if the over-allotment option is exercised following the initial filing of such Form 8-K, an amended Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. PROSPECTUS SUMMARY, PAGE 1 12. PLEASE DISCLOSE WHETHER THE COMPANY WILL ONLY CONSIDER ENTERING INTO A BUSINESS COMBINATION WITH U.S. COMPANIES. Disclosure has been made in the Prospectus Summary and on page 33 to reflect that the Company will consider entering into business combinations with both U.S. and non-U.S. companies. 5 13. PLEASE REVISE TO ADDRESS WHETHER THE COMPANY OR ITS AGENTS OR AFFILIATES HAVE BEEN APPROACHED BY ANY ACQUISITION CANDIDATES, OR THEIR REPRESENTATIVES, WITH RESPECT TO ANY POSSIBLE ACQUISITION TRANSACTION. We have expanded the disclosure in the Prospectus Summary on page 2 and on page 34 to reflect that that the Company, its affiliates or representatives have not undertaken any diligence, substantive discussions, negotiations and/or similar activities either directly or indirectly, with respect to a business combination several (under5) transaction. We are not revising the disclosure to reflect the Staff's comment because following the Company's initial Registration Statement filing, the Company's Chief Executive Officer received unsolicited communications by person representing themselves as representatives of a potential business acquisition candidate wishing to discuss a business acquisition transaction. The Company's Chief Executive Officer told these persons that he would not discuss potential acquisition candidates until after the offering. 14. WE NOTE THAT YOU INDICATE THAT YOUR BUSINESS COMBINATION "MUST BE WITH A TARGET BUSINESS OR BUSINESSES WHERE THE AGGREGATE CONSIDERATION PAID BY US IS AT LEAST EQUAL TO 80% OF THE AMOUNT HELD IN THE TRUST ACCOUNT AT THE TIME OF SUCH ACQUISITIONS (S)." PRIOR FIRM COMMITMENT BLANK CHECKS HAVE REQUIRED THAT THE BUSINESS COMBINATION BE WITH A TARGET WITH A FAIR MARKET VALUE EQUAL TO 80% OF THE COMPANY'S NET ASSETS (ALL ASSETS INCLUDING THE TRUST ACCOUNT FUNDS LESS LIABILITIES) AT THE TIME OF THE ACQUISITION. ADVISE US OF YOUR REASONING REGARDING THE CHANGE IN THE TERMS OF YOUR BUSINESS COMBINATION AND DISCUSS THE IMPACT THIS MAY HAVE ON INVESTORS IN THIS OFFERING. WE MAY HAVE FURTHER COMMENT. In response to the Staff's comment, we hereby direct the Staff to the responses to comments three and eleven set forth above. THE OFFERING. PAGE 2 15. WE NOTE YOU INDICATE THAT UPON COMPLETION OF THE OFFERING THE OFFICERS AND DIRECTORS MAY SEEK REASONABLE REIMBURSEMENT FOR OFFICE SPACE AND ADMINISTRATIVE SUPPORT RELATED TO THE ACQUISITION EFFORTS. REVISE TO INDICATE THE AMOUNT OF REIMBURSEMENT THAT WILL BE SOUGHT. The disclosure on pages 6 and 40 have been revised to reflect the Staff's comment by indicating that any reimbursement to any officers and directors shall not exceed $7,500 per month. 6 SUMMARY FINANCIAL DATA, PAGE 7 16. PLEASE REVISE TO INDICATE THE APPROXIMATE DOLLAR AMOUNT CONVERTED IF 19.99% OF THE 18,750,000 SHARES ARE CONVERTED UNDER THE CONVERSION RIGHTS. The disclosure on page 9 has been revised to reflect the Staff's comment by indicating that $27,786,100 is the approximate dollar amount to be redeemed if 19.99% of the 18,750,000 shares are converted under the redemption rights. RISK FACTORS, PAGE 8 RISKS RELATED TO OUR TARGETED INDUSTRIES, PAGE 15 17. IN RISK FACTOR ONE UNDER THIS SUBSECTION, PLEASE CLARIFY WHETHER THE REFERENCE TO "OUR" BUSINESS REFERS TO THE TARGET COMPANY'S BUSINESS. The disclosure now clarifies that "our" refers to the Company following a business combination transaction. 18. PLEASE AVOID THE GENERIC CONCLUSION YOU REACH IN SOME OF YOUR RISK FACTOR SUBHEADINGS THAT THE RISK WILL ADVERSELY AFFECT YOUR BUSINESS. INSTEAD, REPLACE THIS LANGUAGE WITH SPECIFIC DISCLOSURE OF HOW YOUR BUSINESS AND OPERATIONS WOULD BE AFFECTED. FOR EXAMPLE, SEE RISK FACTORS 1, 3, AND 6 UNDER THIS SUBSECTION. We have revised the disclosure in the Risk Factors section on pages 11, 17, 18, 19, 20, 21, 22 and 23 to reflect the Staff's comment requesting more specific disclosure regarding how the Company's business and operations will be affected by adverse events. 19. PLEASE REVISE THE SUBHEADING OF THE RISK FACTORS IN THIS SUBSECTION TO STATE THE MATERIAL RISK TO POTENTIAL INVESTORS. THE SUBHEADING SHOULD DISCLOSE THE CONSEQUENCES TO THE INVESTOR OR TO THE COMPANY, SHOULD THE RISK MATERIALIZE. PLEASE REVISE THE SUBHEADING TO SUCCINCTLY STATE THE RISK. FOR EXAMPLE, SEE RISK FACTOR 7 AND 18. We have revised the disclosure in the Risk Factors section on pages 17, 18, 20, 21, 22, and 23 to more specifically disclose the material risks and the consequences stemming from such risks. 20. REVISE RISK FACTOR SEVEN TO UPDATE THE INFORMATION TO THE LATEST PRACTICABLE DATE. ALSO TO ADDRESS THE NUMBER AND VALUE OF SIMILAR BLANK CHECK COMPANIES THAT HAVE FILED WITH THE COMMISSION AND HAVE NOT COMPLETED THEIR INITIAL PUBLIC OFFERINGS. In response to the Staff's comment, the disclosure on page 11 has been updated to reflect the number of blank check companies known to us at September 30 and the amount currently held in trust. 7 21. YOU SHOULD PRESENT AS RISK FACTORS ONLY THOSE FACTORS THAT REPRESENT A MATERIAL RISK TO INVESTORS IN THIS OFFERING. DO NOT INCLUDE RISK FACTORS THAT COULD APPLY TO ANY ISSUER OR TO ANY OTHER OFFERING. MANY OF YOUR RISK FACTORS FIT INTO THIS CATEGORY AND YOU SHOULD REMOVE THEM. FOR EXAMPLE SEE RISK FACTORS 8 AND 10 UNDER THIS SUBSECTION. PLEASE REMOVE SUCH RISK FACTORS OR REVISE TO CITE A PARTICULAR RISK. In response to the Staff's comment, the disclosure on page 24 has been revised by deleting the risk factor entitled, "If our target business is a manufacturer, it may face inherent product liability or other liability risks which could result in a large claim against us," and the disclosure on page 25 has been revised to cite more particular risks related to the Company. 22. PLEASE MOVE THE RISKS IN THE SUBSECTION "RISKS ASSOCIATED WITH THIS OFFERING" BEFORE THE SUBSECTION "RISKS RELATED TO OUR TARGETED INDUSTRIES." In response to the Staff's comment, we have moved the subsection entitled "Risks associated with this offering" before the subsection entitled, "Risks related to our targeted industries." 23. IF APPLICABLE, PLEASE INCLUDE RISK FACTORS DISCUSSING POSSIBLE RISKS OF ACQUIRING A FOREIGN COMPANY. THESE RISKS MAY INCLUDE EXCHANGE CONTROLS THAT AFFECT THE IMPORT OR EXPORT OF CAPITAL OR REMITTANCE OF DIVIDENDS AND WITHHOLDING TAX ISSUES. In response to the Staff's comment, disclosure has been added on pages 24 and 25 to include additional risk factor disclosures to reflect certain possible risks of acquiring a foreign company. USE OF PROCEEDS, PAGE 28 24. PLEASE ADD A LINE IN THE USE OF PROCEEDS TABLE INDICATING THE TOTAL OF THE NOTED OFFERING EXPENSES. In response to the Staff's comment, we have added a line item in the Use of Proceeds table to indicate the total offering expenses. 25. IN THE USE OF PROCEEDS TABLE, USE OF NET PROCEEDS NOT HELD IN TRUST, WE NOTE THE LINE ITEM OF $500,000 FOR "[L]EGAL, ACCOUNTING, AND OTHER EXPENSES ATTENDANT TO THE DUE DILIGENCE INVESTIGATIONS, STRUCTURING AND NEGOTIATIONS OF A BUSINESS COMBINATION." PLEASE EXPLAIN THESE EXPENSES IN MORE DETAIL. WE ALSO NOTE ANOTHER LINE ITEM OF $500,000 ALLOCATED TO DUE DILIGENCE. PLEASE EXPLAIN WHY THERE ARE TWO SEPARATE AMOUNTS FOR DUE DILIGENCE AND INDICATE WHICH LINE ITEM OF DUE DILIGENCE WOULD BE USED TO PAY OFFICER AND DIRECTORS FOR THEIR EXPENSES IN THE PERFORMANCE OF DUE DILIGENCE. FINALLY, RECONCILE THESES EXPENSES WITH THE DISCLOSURE IN THE LAST PARAGRAPH ON PAGE 28 IN THE MD&A SECTION. In response to this comment, the Company has revised the line item "legal, accounting, and other expenses attendant to the due diligence investigations, structuring and negotiations of a business combination," and deleted "due diligence investigations." This 8 revision has been made to clearly indicate that the expenses attributable to this line item are in connection with legal, accounting and other expenses attendant to the structuring and negotiation of a business combination once one or more specific target businesses have been identified, as well as preparing and filing the related proxy statement. Expenses under the line item "due diligence of prospective target businesses" are those incurred in connection with finding and investigating a target business generally. While officers and directors will not be paid by the Company for their performance of due diligence, they are entitled to reimbursement of out-of-pocket expenses incurred in connection with such due diligence from excess working capital. The disclosure in the Use of Proceeds section with respect to such information has been reconciled with the disclosure in the MD&A section referenced by the Staff. In addition, certain changes have been made with respect to the actual use of proceed. 26. PLEASE CLEARLY INDICATE WHICH LINE ITEM WILL BE ALLOCATED TO PAY FEES TO THIRD PARTY CONSULTANTS TO ASSIST THE COMPANY'S SEARCH FOR A TARGET BUSINESS. PLEASE CLEARLY INDICATE WHETHER ANY OF THE REIMBURSEMENTS TO STOCKHOLDERS FOR OUT-OF-POCKET EXPENSES WILL BE FOR THEIR PAYMENTS TO THIRD PARTIES FOR THIRD PARTIES' PERFORMANCE OF DUE DILIGENCE. A footnote has been added to the Use of Proceeds table to disclose that from the amounts reflected in the "due diligence of prospective target businesses" line item, the Company may make payments for expenses incurred in its due diligence investigations, including payments to market research firms and other consultants that perform due diligence on the Company's behalf, reimbursements to the Company's existing stockholders in the event and to the extent that they make payments to any third parties that perform due diligence on the Company's behalf, and for any out-of-pocket expenses incurred by the Company's existing stockholders in performing due diligence. 27. WE NOTE THAT THE COMPANY STATES THAT "[T]O THE EXTENT THAT OUR CAPITAL STOCK IS USED IN WHOLE OR IN PART AS CONSIDERATION TO EFFECT A BUSINESS COMBINATION, THE PROCEEDS HELD IN THE TRUST ACCOUNT...WILL BE USED TO FINANCE THE OPERATIONS OF THE TARGET BUSINESS." PLEASE DISCUSS ALL POSSIBLE USES OF THE PROCEEDS HELD IN TRUST IF SUCH FUNDS ARE RELEASED TO THE COMPANY. PLEASE INCLUDE ANY FINDER'S FEES AND EXPENSES THAT MAY BE IN ADDITION TO THOSE EXPENSES TO BE PAID FROM THE NET PROCEEDS NOT HELD IN TRUST. PLEASE RECONCILE THIS DISCLOSURE WITH THE DISCLOSURE IN THE LAST PARAGRAPH ON PAGE 28 IN THE MD&A SECTION. If the proceeds held in the trust account are released, they will be used for the Company's general working capital and to evaluate and acquire additional target businesses. The disclosure on pages 35 and 36 has been revised to indicate that the Company may pay finder's fees and expenses in connection with its initial business combination that may be in addition to those expenses to be paid from 9 the net proceeds not held in trust to the extent such fees and expenses exceed the amount of funds not held in trust. 28. PLEASE CLARIFY WHICH LINE ITEMS IN THE USE OF PROCEEDS TABLE THE REIMBURSEMENTS WILL BE PAID FROM. The disclosure on page 27 has been revised to clarify that the reimbursements for any out-of-pocket expenses incurred by the Company's officers and directors will be paid from excess working capital. 29. WE NOTE YOU INDICATE THAT YOUR EXCESS WORKING CAPITAL IS APPROXIMATELY $2,125,000. YOUR TABLE INDICATES THAT YOUR EXCESS WORKING CAPITAL IS $1,000,000. REVISE TO RECONCILE YOUR DISCLOSURE. The disclosure on page 27 has been revised to indicate that the excess working capital is $675,000. 30. WE NOTE YOUR STATEMENT THAT NO COMPENSATION OF ANY KIND WILL BE PAID TO ANY OF OUR EXISTING STOCKHOLDERS OR ANY OF THEIR AFFILIATES. WE ALSO NOTE YOUR DISCLOSURE THAT YOUR OFFICERS AND DIRECTORS MAY SEEK REASONABLE REIMBURSEMENT FOR OFFICE SPACE AND ADMINISTRATIVE SUPPORT RELATED TO THE COMPANY'S ACQUISITION EFFORTS. REVISE YOUR DISCLOSURE AS APPROPRIATE. The disclosure on pages 6, 27 and 40 has been revised to reflect the Staff's comment. 31. REVISE TO DELETE FOOTNOTE 2 TO THE USE OF PROCEEDS TABLE. In response to the Staff's comment, Footnote 2 in the Use of Proceeds table on page 26 has been deleted. MANAGEMENT'S DISCUSSION AND FINANCIAL ANALYSIS. PAGE 28 32. WE NOTE THE STATEMENT "[W]E WILL USE SUBSTANTIALLY ALL OF THE NET PROCEEDS OF THIS OFFERING TO ACQUIRE ONE OR MORE OPERATING BUSINESSES, INCLUDING IDENTIFYING AND EVALUATING PROSPECTIVE ACQUISITION CANDIDATES, SELECTING THE TARGET BUSINESS, AND STRUCTURING, NEGOTIATING AND CONSUMMATING THE BUSINESS COMBINATION." PLEASE DISCUSS WHETHER OR NOT THESE EXPENSES WILL BE PAID FROM THE PROCEEDS HELD IN TRUST. PLEASE EXPLAIN THESE EXPENSES IN MORE DETAIL. IT MAY BE HELPFUL TO EXPLAIN IN GREATER DETAIL THE EXPECTED USE OF THE PROCEEDS HELD IN TRUST. In response to the Staff's comment, we have revised the disclosure on page 31 to indicate that the funds held in the trust account (other than any funds held in the trust account for the benefit of the Underwriters) will be used directly to acquire a target business or businesses in connection with the Company's initial business combination, including any fees or compensation paid to third parties (including Rodman & Renshaw, LLC pursuant to the non-exclusive financial advisory agreement), for their efforts in introducing us to potential target businesses. 10 PROPOSED BUSINESS, PAGE 30 33. PLEASE REVISE THE BUSINESS SECTION TO DISCUSS IN DETAIL HOW MANAGEMENT INTENDS TO CARRY OUT ITS DUTY OF SEEKING A TARGET BUSINESS. In response to the Staff's comment, the disclosure on page 35 has been revised to reflect the Staff's comment. 34. WE NOTE YOUR USE OF AN IMBEDDED LIST IN THIS SECTION. REVISE THE PROSPECTUS TO DELETE THE USE OF IMBEDDED LISTS. RATHER THAN INCLUDE THESE LISTS IN PARAGRAPH FORM, BREAK THEM OUT INTO BULLET POINTS, WITH ONE BULLET POINT FOR EACH ITEM LISTED. In response to the Staff's comment, we have revised the Prospectus Summary on page 1 and the second paragraph under the section Proposed Business on page 33 in the prospectus to delete the use of imbedded lists and have now presented such lists in a bullet point format. SOURCES OF TARGET BUSINESS, PAGE 32 35. STATE, IF TRUE; THAT THE COMPANY HAS NOT YET IDENTIFIED ANY ACQUISITION CANDIDATES. The Company has not yet identified any acquisition candidates. Disclosure of this fact is made on page 34 under the subheading, "We have not identified a target business". 36. WE NOTE THE DISCLOSURE REGARDING THE CASH FEE TO BE PAID TO RODMAN & RENSHAW IF IT INTRODUCES A TARGET BUSINESS TO THE COMPANY. PLEASE DISCUSS THIS FEE IN THE USE OF PROCEEDS AND/OR MD&A SECTION. ALSO DISCUSS WHETHER THIS FEE WOULD BE PAID FROM THE PROCEEDS HELD IN TRUST. In response to the Staff's comment, the MD&A section on page 32 has been revised to include disclosure regarding the cash fee to be paid to Rodman & Renshaw if it introduces a target business to the Company as well as the fact that such fee will be paid from the proceeds held in trust. 37. IN THE PARAGRAPH UNDER THE HEADING "SOURCES OF TARGET BUSINESSES," WE NOTE THE DISCLOSURE THAT THE COMPANY WILL NOT PAY ANY FINDERS OR CONSULTING FEES TO THE EXISTING STOCKHOLDERS. PLEASE EXPAND THIS DISCLOSURE, IF ACCURATE, TO AFFIRMATIVELY CONFIRM THAT THE OFFICERS, DIRECTORS AND EXISTING STOCKHOLDERS WILL RECEIVE NO FINDERS FEES, CONSULTING FEES, OR ANY SIMILAR TYPE FEES FROM ANY PERSON OR ENTITY IN CONNECTION WITH ANY BUSINESS COMBINATION INVOLVING THE COMPANY OR AN AFFILIATE THEREOF. In response to the Staff's comment, we have expanded the disclosure on page 35 to affirmatively state in the subsection "Sources of target business" that no officers, directors or existing stockholders will receive any finders fees, consulting fees or any similar type fees from any person or entity in connection with any business combination involving the Company or any affiliate thereof. We further confirm this fact to the Staff. 11 FAIR MARKET VALUE OF TARGET BUSINESS (OR BUSINESSES), PAGE 33 38. WE DO NOT UNDERSTAND YOUR DISCLOSURE GIVEN THAT THE CONSIDERATION PAID MUST BE AT LEAST EQUAL TO 80% OF THE TRUST ACCOUNT. YOUR DISCLOSURE DOES NOT INDICATE THAT THE TARGET BUSINESS MUST HAVE A FAIR MARKET VALUE EQUAL TO 80% OF YOUR TRUST ACCOUNT. REVISE YOUR DISCLOSURE OR ADVISE. The disclosure in this section has been revised to reflect that the Company will not enter into its initial business combination with a target business or businesses unless the collective fair market value of the target business or businesses is at least 80% of the Company's net assets at the time of the acquisition(s) (excluding any funds held in the trust account for the benefit of the Underwriters), including any amounts held in the trust account subject to any redemption rights. As such, the Company's initial business combination will no longer be required to be with a target business or businesses where the aggregate consideration paid by the Company is at least equal to 80% of the amount held in the trust account at the time of such acquisition(s). We therefore believe that this comment is now inapplicable given the fact that the Company is adopting and will now be subject to the requirement that a target business or businesses have a fair market value of at least 80% of the Company's net assets at the time of the acquisition (not including any funds held in the trust account for the benefit of the Underwriters) rather than that the aggregate consideration paid by the Company be at least 80% of the amount in the trust account. 39. IT MAY BE HELPFUL TO INCLUDE A RISK FACTOR THAT THE TARGET COMPANY DOES NOT HAVE TO HAVE A FAIR MARKET VALUE EQUAL TO 80% OF THE TRUST ACCOUNT. THE RISK FACTOR MAY ALSO ADDRESS THAT THE COMPANY WILL NOT BE REQUIRED TO OBTAIN AN OPINION FROM AN UNAFFILIATED, INDEPENDENT INVESTMENT BANKING FIRM AS TO THE FAIR MARKET VALUE OF THE TARGET BUSINESS. We believe that this comment is now inapplicable given the fact that the Company is adopting and will now be subject to the requirement that a target business or businesses have a fair market value of at least 80% of the Company's net assets at the time of the acquisition (not including any funds held in the trust account for the benefit of the Underwriters) rather than that the aggregate consideration paid by the Company be at least 80% of the amount in the trust account. 12 POSSIBLE LACK OF BUSINESS DIVERSIFICATION, PAGE 33 40. IN LIGHT OF THE COMPANY'S REQUIREMENT THAT ANY ACQUISITION MUST BE OF A COMPANY WITH CONSIDERATION EQUAL TO 80% OF THE TRUST ACCOUNT THRESHOLD, DISCUSS HOW THE COMPANY WOULD BE ABLE TO EFFECTUATE A BUSINESS COMBINATION WITH MORE THAN ONE TARGET BUSINESS. IN ADDITION, ADD DISCLOSURE TO DISCUSS THE SPECIAL ISSUES AND CONCERNS THAT WOULD ARISE IN ATTEMPTING TO CONSUMMATE THE ACQUISITION OF SEVERAL OPERATING BUSINESSES AT THE SAME TIME. In response to the Staff's comment, we note that the Company is adopting and will now be subject to the requirement that a target business or businesses have a fair market value of at least 80% of the Company's net assets at the time of the acquisition (not including any funds held in the trust account for the benefit of the Underwriters) rather than that the aggregate consideration paid by the Company be at least 80% of the amount in the trust account. In response to the Staff's comment, the disclosure on page 37 has been revised to indicate that in order to consummate a business combination involving more than one acquisition, the Company would enter into separate purchase agreements with different entities to acquire their respective equity or assets with the consummation of each transaction being contingent upon simultaneous closings. In response to the Staff's comment, we believe that the current disclosure on page 37 is responsive to the Staff's request for additional information detailing any special issues and concerns that would arise in attempting to consummate the acquisition of several operating businesses at the same time. Legal Proceedings, page 2 41. WE NOTE THE STATEMENT "[T]O THE KNOWLEDGE OF MANAGEMENT, THERE IS NO LITIGATION CURRENTLY PENDING..." THE COMPANY IS IN THE POSITION TO KNOW WHETHER OR NOT THEY ARE CURRENTLY A PARTY TO ANY PENDING LEGAL PROCEEDING. REVISE TO INDICATE WHETHER THE COMPANY IS A PARTY OF ANY PENDING LEGAL PROCEEDING. The Company is not currently a party to any pending legal proceedings and the disclosure on page 41 in the Legal Proceedings section has been revised to reflect the Staff's comment. 13 PRINCIPAL STOCKHOLDERS, PAGE 47 42. CONFIRM YOUR UNDERSTANDING THAT IF YOU INCREASE THE SIZE OF THE OFFERING PURSUANT TO RULE 462(B) THAT THE STOCK DIVIDENDS TO EXISTING STOCKHOLDERS MUST FALL WITHIN THE 20% LIMITATION NOTED IN RULE 462(B)(3). ADDITIONALLY PLEASE ADVISE WHAT CONSIDERATIONS HAVE BEEN GIVEN TO THE OFFICERS AND DIRECTORS' FIDUCIARY DUTIES IN EFFECTING SUCH STOCK DIVIDENDS. We hereby confirm that if the size of the offering is increased pursuant to Rule 462(b) that the stock dividends to existing stockholders must fall within the 20% limitation as noted in Rule 462(b)(3). The Company's officers and directors will consider all of their fiduciary duties in connection with all corporate actions, including effecting stock dividends. 43. PLEASE CLARIFY IF THE PURPOSE OF THE DISCLOSED PURCHASES IS TO STABILIZE THE PRICE OF THE WARRANTS. In response to the Staff's comment, we have revised the disclosure to clarify that the purchase will be conducted in accordance with Regulation M. CERTAIN TRANSACTIONS, PAGE 49 44. WE NOTE THE STATEMENT THAT "[T]HERE IS NO LIMIT ON THE AMOUNT OF ACCOUNTABLE OUT-OF-POCKET EXPENSES REIMBURSABLE BY US." PLEASE DISCUSS THIS STATEMENT IN THE USE OF PROCEEDS SECTION. In response to the Staff's comment, we have revised the disclosure on page 27 to reflect the Staff's comment. UNDERWRITING, PAGE 54 45. PLEASE TELL US WHETHER THE UNDERWRITER OR ANY MEMBERS OF THE UNDERWRITING SYNDICATE WILL ENGAGE IN ANY ELECTRONIC OFFER, SALE OR DISTRIBUTION OF THE SHARES AND DESCRIBE THEIR PROCEDURES SUPPLEMENTALLY. IF YOU BECOME AWARE OF ANY ADDITIONAL MEMBERS OF THE UNDERWRITING SYNDICATE THAT MAY ENGAGE IN ELECTRONIC OFFERS, SALES OR DISTRIBUTIONS AFTER YOU RESPOND TO THIS COMMENT, PROMPTLY SUPPLEMENT YOUR RESPONSE TO IDENTIFY THOSE MEMBERS AND PROVIDE US WITH A DESCRIPTION OF THEIR PROCEDURES. BRIEFLY DESCRIBE ANY ELECTRONIC DISTRIBUTION IN THE FILING, AND CONFIRM, IF TRUE, THAT THE PROCEDURES YOU WILL FOLLOW WITH RESPECT TO ANY ELECTRONIC DISTRIBUTION WILL BE CONSISTENT WITH THOSE PREVIOUSLY CLEARED BY THE DIVISION'S OFFICE OF CHIEF COUNSEL. Except for delivery of a preliminary prospectus to those individuals and entities that have requested a copy of a preliminary prospectus and consented to electronic delivery and/or reference to the SEC's EDGAR database web site for access to the preliminary prospectus, neither the lead underwriter nor any members of the anticipated underwriting syndicate have, nor do they intend to, engage in any electronic offer, sale or distribution 14 of the securities electronically. Should we become aware that the lead underwriter or any members comprising the underwriting syndicate intend to make any such electronic offers, sales or distributions, the Company will promptly supplement its response. 46. TELL US WHETHER YOU OR THE UNDERWRITERS HAVE ANY ARRANGEMENTS WITH A THIRD PARTY TO HOST OR ACCESS YOUR PRELIMINARY PROSPECTUS ON THE INTERNET. IF SO, IDENTIFY THE PARTY AND THE WEBSITE, DESCRIBE THE MATERIAL TERMS OF YOUR AGREEMENT, AND PROVIDE US WITH A COPY OF ANY WRITTEN AGREEMENT. PROVIDE US ALSO WITH COPIES OF ALL INFORMATION CONCERNING YOUR COMPANY OR PROSPECTUS THAT HAS APPEARED ON THEIR WEBSITE. AGAIN, IF YOU SUBSEQUENTLY ENTER INTO ANY SUCH ARRANGEMENTS, PROMPTLY SUPPLEMENT YOUR RESPONSE. Neither the Company nor the underwriters have any arrangements with third parties to host or access the Company's preliminary prospectus on the internet. The Company has informed the underwriters of its obligation to inform the Staff of any such arrangements that are subsequently entered into. If either the Company or the underwriters enter into any such arrangement, the Company will promptly supplement its response. FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS NOTE 2-- COMMITMENTS AND CONTINGENCIES 47. PLEASE REVISE TO DISCLOSE YOUR BUSINESS COMBINATION FEE (3% CASH) WITH RODMAN & RENSHAW AS DISCUSSED ON PAGE 56 (FINANCIAL ADVISORY AGREEMENT). In response to the Staff's comment, the disclosure in Note 2 of the Financial Statements has been revised to reflect the Staff's comment. OTHER 48. PLEASE PROVIDE A CURRENTLY DATED CONSENT OF THE INDEPENDENT ACCOUNTANTS WITH ANY AMENDMENT TO THE REGISTRATION STATEMENT. In response to the Staff's comment, a currently dated consent of the independent accountants has been filed as Exhibit 23.1 to Amendment No. 1. 15 PART II RECENT SALES OF UNREGISTERED SECURITIES 49. REVISE TO INDICATE THE FACTS RELIED UPON TO MAKE THE SECTION 4(2) EXEMPTION AVAILABLE FOR THE NOTED TRANSACTION. WE MAY HAVE FURTHER COMMENT. The disclosure has been revised on page II-3 to indicate that the securities were sold in transactions not involving a public offering to a limited number of sophisticated, wealthy individuals, all of whom are officers or directors of the Company or their affiliates. EXHIBITS 50. PLEASE FILE EXECUTED COPIES OF THE AGREEMENTS THAT ARE IN EFFECT. In response to the Staff's request, the Company has filed executed or conformed copies of the agreements that are in effect. Additional exhibits will be filed prior to effectiveness. ******* The Company hereby acknowledges and undertakes to comply with the requirements of Rules 460 and 461 under the Securities Act with respect to requests for acceleration of effectiveness of the Registration Statement. Should any member of the Staff have any questions or comments concerning this filing or the materials transmitted herewith, or desire any further information or clarification in respect of Amendment No. 1, please do not hesitate to contact the undersigned. Very truly yours, /s/ Robert L. Grossman ---------------------- Robert L. Grossman cc: Marc Abramowitz Isaac Applbaum Mitchell Nussbaum, Esq. 16 ANNEX A RODMAN & RENSHAW LLC FILED FIRM COMMITMENT OFFERINGS FOR BLANK CHECK COMPANIES - --------------------------------------------------------------------------------------------------------------- STATUS OF OFFERING ------------------------------------- SECURITIES DATE OF AMOUNT ESCROWED BUSINESS NAME ACT FORM SEC FILE NO. EFFECTIVENESS ($) COMBINATION - --------------------------------------------------------------------------------------------------------------- RODMAN & RENSHAW LLC - --------------------------------------------------------------------------------------------------------------- Argyle Security S-1 333-126659 - - - Acquisition Corporation - --------------------------------------------------------------------------------------------------------------- Vector Intersect S-1 333-127644 - - - Security Acquisition Corporation - --------------------------------------------------------------------------------------------------------------- Phoenix India S-1 333-128008 - - - Acquisition Corp. - --------------------------------------------------------------------------------------------------------------- Asia Automotive S-1 333-127755 - - - Acquisition Corporation - --------------------------------------------------------------------------------------------------------------- 17 - ------------------------------------------------------------------------------------------------------------------------------------ GREENBERG TRAURIG FILED OFFERINGS FOR ANNEX A BLANK CHECK COMPANIES - ------------------------------------------------------------------------------------------------------------------------------------ SECURITIES ACT ISSUER UNDERWRITERS GREENBERG FORM THE ISSUER DATE OF EFFECTIVENESS TRAURIG CLIENT FILED - ------------------------------------------------------------------------------------------------------------------------------------ 1.) Community Bankers I-Bankers Securities, Inc., Newbridge Acquisition Corp. Securities, and Legend Merchant Group Underwriter Form S-1 N/A 2.) Everest Acquisition Corp. Jesup & Lamont Securities Corp. Issuer Form S-1 N/A 3.) Jaguar Acquisition Corporation EarlyBirdCapital, Inc. Underwriter Form S-1 N/A Media & 4.) Entertainment Holdings, Inc. Jesup & Lamont Securities Corp. Issuer Form S-1 N/A 5.) Paramount Acquisition Corp. EarlyBirdCapital, Inc. Underwriter Form S-1 N/A - -------------------------------------------------------------------------------------- STATUS OF THE OFFERING AMOUNT PLACED HAS BLANK CHECK BEEN ENGAGED IN IN TRUST DESIRED BUSINESS COMBINATION? - -------------------------------------------------------------------------------------- Amendment No. 3 to Form To our knowledge, the issuer has 1.) S-1 filed on September not been engaged in its desired 19, 2005 N/A business combination. Registration statement To our knowledge, the issuer has 2.) filed on August 10, not been engaged in its desired 2005. N/A business combination. Amendment No. 1 to Form To our knowledge, the issuer has 3.) S-1 filed on September not been engaged in its desired 28, 2005. N/A business combination. To our knowledge, the issuer has 4.) Form S-1 filed on not been engaged in its desired September 9, 2005 N/A business combination. Amendment No. 2 to Form To our knowledge, the issuer has 5.) S-1 filed on September not been engaged in its desired 21, 2005 N/A business combination. 18 - ------------------------------------------------------------------------------------------------------------------------------------ SECURITIES ACT ISSUER UNDERWRITERS GREENBERG FORM THE ISSUER DATE OF EFFECTIVENESS TRAURIG CLIENT FILED - ------------------------------------------------------------------------------------------------------------------------------------ 6.) Pharmamatrix Acquisition Corp. Jesup & Lamont Securities Corp. Underwriter Form S-1 N/A Morgan Joseph; Oppenheimer & Co.; 7.) Stone Arcade EarlyBirdCapital, Inc.; and Legend Acquisition Corp. Merchant Group, Inc. Underwriters Form S-1 15-Aug-05 BB&T Capital Markets, a Division of Global Logistics Scott & Stringfellow, Inc.; 8.) Acquisition EarlyBirdCapital, Inc.; Brean Murray & Corporation Co., Inc. Underwriter Form S-1 N/A - --------------------------------------------------------------------------------------- STATUS OF THE OFFERING AMOUNT PLACED HAS BLANK CHECK BEEN ENGAGED IN IN TRUST DESIRED BUSINESS COMBINATION? - --------------------------------------------------------------------------------------- Amendment No. 3 to Form To our knowledge, the issuer has 6.) S-1 filed on September not been engaged in its desired 21, 2005 N/A business combination. To our knowledge, the issuer has 7.) not been engaged in its desired Completed US$ 110,854,000 business combination. Registration statement To our knowledge, the issuer has 8.) filed on September 26, not been engaged in its desired 2005. N/A business combination. 19
