| 1. | When you amend your proxy statement, you should file the amendment and mark it as required by Rule 14a-6(h) and Regulation S-K Item 310 – not merely attach it to correspondence. Please revise. |
Response: The amendment filed herewith is marked as required. |
| 2. | Please show the effect on the information in the table if shareholders approve the split, but not the reduction in shares. |
Response: The table has been revised as follows: |
Prior to Reverse Stock Split | After Reverse Stock Split without Reduction in Authorized Shares | After Reverse Stock Split with Reduction In Authorized Shares | ||||||||||
| Number of shares of Common Stock: | ||||||||||||
| Authorized | 200,000,000 | 200,000,000 | 15,000,000 | |||||||||
| Outstanding | 173,999,870 | 1,999,999 | (1) | 1,999,999 | (1) | |||||||
Reserved for Issuance (2) | 1,375,000 | (3) | 1,751,175 | (3),(4) | 1,751,175 | (3),(4) | ||||||
Available for future issuance (5) | 24,625,130 | 196,225,000 | 11,225,000 | |||||||||
| (1) | Approximate number of shares, depending on individual pre-split holdings on the Effective Date of the Reverse Stock Split. |
| (2) | Represents the number of authorized shares of Common Stock reserved for issuance pursuant to options, warrants, contractual commitments or other arrangements. |
| (3) | Includes 1,375,000 shares of Common Stock issuable upon the exercise of warrants. No shares are reserved for issuance under contractual commitments or other arrangements. |
| (4) | Assuming approval of our 2010 Equity Incentive Plan, includes 376,175 shares of Common Stock issuable under the Plan after issuance of 23,825 shares of restricted stock to Messrs. Reilly, Mahoney and Shanahan, as described under “Proposal 4 – Authorized Awards Under the Plan.”. |
| (5) | Represents the number of authorized and unissued shares that are not reserved for any specific use and are or would be available for future issuances. |
| 3. | Please provide us objective support for your statement “We also believe that the number of authorized but unissued shares after the reduction is consistent with the authorized but unissued shares of other smaller public issuers, including those with active, operating businesses.” |
| 4. | From your response to prior comment 3, it is unclear how you have concluded that you have given investors sufficient information regarding your plans in order for them to make an informed voting decision. It is also unclear why your concern about information that “could mislead investors” could not be eliminated by you providing sufficient clarifying disclosure. Please advise or revise. Cite all authority on which you rely. |
| · | 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. |
| Regards | ||
| /s/ Edwin A. Reilly | ||
| Edwin A. Reilly | ||
| Chief Executive Officer |
| cc: | Mr. Ruairi Regan |
