BARNETT & LINN | ||
ATTORNEYS AT LAW | ||
23945 Calabasas Road, Suite 115● Calabasas, CA 91302 | ||
www.barnettandlinn.com | ||
WILLIAM B. BARNETT | TELEPHONE: 818-436-6410 | |
Attorney/Principal | FACSIMILE: 818-223-8303 | |
wbarnett@wbarnettlaw.com |
September 12, 2012
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Attn: | Pamela A. Long, Asst. Director | |
Edward M. Kelly, Senior Attorney | ||
Dale Welcome, Staff Accountant | ||
Anne M. McConnell, Staff Accountant |
Re: | Cumberland Hills Ltd. (“Registrant”) | |
Amendment No. 3 to Registration Statement on Form S-1 | ||
Filed on May 31, 2012 | ||
File No. 333-181784 |
Gentlepersons:
The Registrant hereby files its Amendment No. 3 to Registration Statement on Form S-1 (“Amendment No. 3”). The Amendment No. 3 has been revised in accordance with the Commission’s September 10, 2012 comment letter (“Comment Letter”).
To assist the staff in its review of Registrants responses, we have provided a copy of Amendment No. 3 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
General
In accordance with your comment we have added disclosure regarding the Registrant’s former “shell” status throughout Amendment No. 3 where required.
Enclosed with this response is a letter from the President of the Registrant acknowledging, among other things, the Registrant’s responsibility for the adequacy and accuracy of the disclosure in this filing.
We believe that we have responded to all of your comments fairly and reasonably. Please contact the undersigned as soon as possible should you have any further questions or comments.
Northern California Office
1478 Stone Point Drive, Suite 400 ● Roseville, CA 95661 ● TELEPHONE: 916-782-4404 ● FACSIMILE: 916-788-2850
- An Association of Law Firms -
September 12, 2012
Re: Cumberland Hills Ltd. (“Registrant”)
Page 2 of 2
Thank you in advance for your courtesies and cooperation.
Very truly yours, | |
Barnett & Linn | |
/s/ William B. Barnett | |
William B. Barnett | |
WBB: scc | |
cc/ Mr. Isaacs, President & CEO |