Yinhang Internet Technologies Development Inactive
Filed: 16 Nov 10, 12:00am
PARSONS/BURNETT/BJORDAHL/HUMELLP
_________________________________
ATTORNEYS
James B. Parsons
jparsons@pblaw.biz
VIA FACSIMILE (703-813-6968)
November 15, 2010
Pamela A. Long
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re: GreenChoice International, Inc.
Pre-effective Amendments 3, 4 and 5 to Registration Statement on Form S-1
Filed September 24, 2010 and October 6, 2010
File No. 333-167879
Dear Ms. Long:
This letter is in response to your comment letter dated October 12, 2010, with regard to the amendments to the Form S-1 filing of GreenChoice International, Inc., a Nevada corporation (“GreenChoice” or the "Company") filed on September 24 and October 6, 2010.
General
1.
Dates throughout the prospectus have been updated.
Risk Factors, page 4
17. You may not be Able to Sell Your Shares nn (sic) GreenChoice…
This risk factor has been revised.
Use of Proceeds, page 10
2.
The Use of Proceeds has been revised to clearly indicate that no proceeds will be used for offering expenses.
Suite 1850 Skyline Tower, 10900 NE 4th Street, Bellevue, WA 98004ŸT (425) 451-8036 ŸF (425) 451-8568Ÿwww.pblaw.biz
_________________________________________________________________
A Limited Liability Partnership with offices in Bellevue and Spokane
Ms. Susan Block
Division of Corporation Finance
Securities and Exchange Commission
November 15, 2010
Page2 of 4
Dilution, page 11
3.
The date of this table has been added.
4.
The dilution table has been revised. Below is the computation table used for figuring the dilution:
| 100% | 75% | 50% | 10% |
Net Tangible Book Value Per Share Prior to Stock Sale | 0.0040 | 0.0040 | 0.0040 | 0.0040 |
Net Tangible Book Value Per Share After Stock Sale | 0.0092 | 0.0090 | 0.0086 | 0.0064 |
Increase in net book value per share due to stock sale | 0.0052 | 0.0050 | 0.0046 | 0.0024 |
Loss (subscription price of $0.01 less NBV per share) | 0.0008 | 0.0010 | 0.0014 | 0.0036 |
Net assets |
| 5,876 | 5,876 | 5,876 | 5,876 |
plus % of proceeds | 100,000 | 100,000 | 75,000 | 50,000 | 10,000 |
Total Net Assets |
| 105,876 | 80,876 | 55,876 | 15,876 |
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Original Shares |
| 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Diluted shares % | 10,000,000 | 10,000,000 | 7,500,000 | 5,000,000 | 1,000,000 |
Total Shares |
| 11,500,000 | 9,000,000 | 6,500,000 | 2,500,000 |
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Total Net Assets Divided By Total Shares | 0.0092 | 0.0090 | 0.0086 | 0.0064 | |
Plan of Distribution, page 12
5.
A description of the subscription agreement as been added.
Description of Business, page 14
6.
The Description of Business has been revised.
7.
The Description of Business has been revised. Additional risk factors have been added.
8.
The Description of Business has been substantially revised.
9.
The Description of Business has been revised.
10.
Additional information has been added.
11.
The Description of Business has been revised.
12.
The Description of Business has been revised to remove inconsistencies.
Ms. Susan Block
Division of Corporation Finance
Securities and Exchange Commission
November 15, 2010
Page3 of 4
13.
The Description of Business has been revised.
14.
This statement has been revised, as well as this portion of the Description of Business.
15.
The competitive information has been revised and expanded.
16.
Market information has been expanded and revised.
17.
Employee information has been updated.
Plan of Operation, page 44
18.
The Plan of Operation has been revised and expanded.
19.
This information has been clarified.
20.
The Plan of Operations has been revised and expanded. [Jim: do we need to add info here regarding FINRA and clearing the stock.]
Certain Relationships and Related Transactions and Director Independence, page 47
21.
A description of transactions with the President has been added.
Exhibit 5.1
22.
The letter has been revised and is refilled as exhibit 5.1.
Exhibit 23.2
23.
The revised auditor consent letter has been attached to the amended S1.
Please contact this office with any further comments or questions. We are filing the redlined version and this letter on EDGAR correspondence. I would appreciate if you would send any further responses directly to me electronically or via facsimile, so I may assist GreenChoice in a prompt response. If the SEC has no further comments, we expect to file a request for acceleration of the effective date.
Thank you in advance for your courtesies.
Very truly yours,
Ms. Susan Block
Division of Corporation Finance
Securities and Exchange Commission
November 15, 2010
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PARSONS/BURNETT/BJORDAHL/HUME, LLP
/s/ James B. Parsons
James B. Parsons
JBP:aqs