October 1, 2004
By facsimile to (212) 480-0717 and U.S. Mail
Schonfeld & Weinstein, L.L.P.
80 Wall Street, Suite 815
New York, NY 10005
RE: SmartMetric, Inc.
Registration Statement on Form SB-2
Filed September 3, 2004
File No. 333-118801
To Whom It May Concern:
We reviewed the filing and have the comments below.
Where indicated, we think that you should revise the document in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments to
provide us supplemental information. We may raise additional comments
after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you to
achieve these objectives. We welcome any questions that you may have
about comments or any other aspect of our review. You may call us at
the telephone numbers listed at the end of this letter.
General
1. Since there is no established public market for the common equity
being registered, provide the disclosure of the factors considered in
determining the offering price of $1.50 per share as required by Item
505 of Regulation S-B.
2. We note the disclosure on page 17 and elsewhere that SmartMetric is
building a prototype of a biometric card or a Smart card. Clarify
there and throughout the registration statement, including the plan of
operation section, whether a prototype exists, the degree to which
product design has progressed, and whether further engineering is
necessary. We note the disclosure on page 11 that SmartMetric has
"yet to produce a prototype" of its biometric card or Smart card.
3. Explain the meaning of any abbreviation or acronym when introduced
in the registration statement. For example, SmartMetric refers to
"OTC-BB" on the prospectus` outside front cover page and "ISO" and
"UL" on page 17.
4. Refer to "Description of Securities," "Common Stock," Preferred
Stock," "Dividends," "Transfer Agent," "Principal Shareholders," and
"Certain Relationships and Related Transactions" on pages 24-26.
Consider revising so that "Common Stock," "Preferred Stock," and
"Dividends" appear as subsections under a discrete section
"Description of Securities." Further, clarify whether SmartMetric has
any intent to issue shares of its authorized preferred stock.
Consider revising also so that "Transfer Agent," "Principal
Shareholders," and `Certain Relationships and Related Transactions"
each appear as a discrete section of the prospectus. As presented,
these disclosures appear to be subsections of "Biography" or
"Management."
5. It appears that three million of the shares registered for resale
must be class A common stock. Revise the fee table, prospectus
outside front cover page, selling shareholder table, and other
references throughout the registration statement to clarify this
distinction.
Registration Statement`s Cover Page
6. Since SmartMetric is relying on Rule 415 of Regulation C under the
Securities Act, add a box to that effect on the cover page. See
telephone interpretation 36 in section D of our July 1999 "Manual of
Publicly Available Telephone Interpretations" that is available on the
Commission`s website at www.sec.gov.
Prospectus` Outside Front Cover Page
7. If the prospectus will be used before the registration statement`s
effectiveness, include a prominent statement that the prospectus is
not complete and registration is not effective. See Item 501(a)(10)
of Regulation S-B.
8. Since this is a self-underwritten offering by SmartMetric, it is
unclear why SmartMetric includes "Less underwriting discount and
commission" in the table. See Item 501(a)(9)(iv) of Regulation S-B.
Since SmartMetric has not retained an underwriter and may never do so,
it is inappropriate at this time to deduct underwriting discounts and
commissions from the estimated offering proceeds. Revise the table at
the bottom of the prospectus` outside front cover page and the use of
proceeds section.
9. Remove references to an "all or none" offering from the prospectus,
and clarify that this is a best efforts offering by SmartMetric with a
minimum requirement to sell 500,000 shares.
10. Indicate that funds received will be held in an escrow until the
minimum offering is sold. See Item 501(a)(9)(iii) of Regulation S-B.
We also note the disclosure on page 13 in the plan of distribution
section. Clarify who the escrow agent is. The disclosure identifies
NorthFork Bank, but the escrow agreement that SmartMetric filed as
exhibit 4.6 to the registration statement is between SmartMetric and
Signature Bank.
Table of Contents
11. Show the page number of the prospectus` various sections or
subdivisions. See Item 502(a) of Regulation S-B.
Risk Factors, page 8
12. Some risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows. For example, refer to the
fourth, fifth, ninth, and tenth risk factors. State succinctly the
risk that flows from the fact or uncertainty.
13. Include in each risk factor`s discussion information necessary to
assess the risk, including its magnitude. For example:
* The first risk factor states that SmartMetric`s success will depend
to a large degree upon the efforts and abilities of "its officers and
key management employees." Since Mr. Colin Hendrick is SmartMetric`s
only full time employee, revise the first risk factor`s disclosure.
* The second risk factor states that SmartMetric has had "no sales
revenues" and plans to use the offering`s proceeds to engage in
marketing and production of its biometric card or Smart card. Since
SmartMetric has "no product for sale" and has "yet to produce a
prototype" of its biometric card or Smart card, revise the second risk
factor`s disclosure.
* The third risk factor states that SmartMetric expects to incur
"significant start-up costs" to manufacture and market its biometric
card or Smart card. Quantify SmartMetric`s known or estimated start-
up costs.
* The fifth risk factor states that there will be an immediate and
"substantial" dilution of public investors` investment in
SmartMetric`s common stock. Quantify the dilution of public
investors` investment.
* The sixth risk factor states that there is "no public trading
market" for SmartMetric`s common stock. Revise the risk factor`s
disclosure to indicate whether SmartMetric intends to make application
for listing of its common stock on a public stock exchange or for
quotation in the automated quotation system of a registered securities
association. If not, explain the consequences or effects for
SmartMetric and its shareholders.
14. Some risk factors includes language like "there can be no
assurance," "there is no assurance," and "there is no guarantee." For
example, refer to the first, second, sixth, seventh, eighth, ninth,
and tenth risk factors. Since the risk is the situation described and
not SmartMetric`s inability to assure or guarantee, revise.
15. Include risk factor disclosure of the consequences or effects for
SmartMetric and its shareholders if not all of the securities are
sold.
16. Since disclosure elsewhere indicates that SmartMetric entered into
an agreement with Information Spectrum, Inc. or ISI in October 2003
and that ISI has not begun any marketing efforts, include risk
disclosure of the consequences or effects for SmartMetric and its
shareholders if ISI is unable to locate companies or agencies
interested in purchasing SmartMetric`s biometric card or Smart card.
17. Disclosure in the second and third risk factors and elsewhere in
the prospectus that SmartMetric plans to "purchase and set up" a
manufacturing facility appears inconsistent with disclosure on page 16
and elsewhere that SmartMetric intends to contract with a manufacturer
to produce the required number of its biometric cards or Smart cards.
Revise to explain clearly whether SmartMetric intends to obtain its
own manufacturing facility or contract with a manufacturer.
18. It appears that there are a number of risks with the patent and
the license upon which SmartMetric`s business will substantially
depend. We have identified several of these risks below. Include
risk factor disclosure of these and any other material risks relating
to the patent and the license agreement:
* The license covers technology for which Applied Cryptology, Inc. or
Applied Cryptology has applied for a patent. This patent may never be
issued.
* Even if issued, SmartMetric`s use of the patented technology may
infringe upon patents issued to third parties, subjecting SmartMetric
to the cost of defending the patent and possibly requiring SmartMetric
to stop using the technology or to license it from another party.
* Third parties may infringe on the patent. If so, SmartMetric will
bear the cost of enforcing the patent.
* Although the license agreement provides that Applied Cryptology will
not license the patented technology to third parties that compete with
SmartMetric, the agreement does not prevent Applied Cryptology from
using the technology itself in competition with SmartMetric. In fact,
the agreement reserves specifically unto Applied Cryptology the right
to use the patent and denies SmartMetric any right or interest in
Applied Cryptology`s use of the patent or any current or future
business opportunity of Applied Cryptology. The agreement also does
not prevent Applied Cryptology from transferring ownership of the
patent to third parties that may compete with SmartMetric.
* Applied Cryptology may terminate the agreement upon SmartMetric`s
bankruptcy or other indications of financial difficulty.
19. As sales through Information Spectrum, Inc. or ISI must be made
under "Teaming Agreements" that SmartMetric has not yet entered into,
consider discussing the risk that sales opportunities may be lost if
the parties are unable to agree on the terms of any particular teaming
agreement.
20. Discuss the risk that SmartMetric may have difficulty in selling
shares in this offering as selling shareholders may in effect compete
with SmartMetric for investors. Also, if the market price of
SmartMetric`s shares declines, investors may be able to obtain shares
from selling shareholders at a lower price than SmartMetric`s price of
$1.50 per share.
21. It appears that the shares to be sold in this offering will be
penny stocks. Include a new risk factor that discusses SmartMetric`s
common stock`s status as a penny stock. Discuss the material risks
associated with penny stocks, including price fluctuations, additional
disclosure requirements, and the lack of a liquid market for the
stocks.
Use of Proceeds, page 11
22. Include a column in the chart to illustrate the use of proceeds if
more than the minimum but less than the maximum amount of the offering
is sold. For example, if 50% of the offering is sold. This comment
applies also to the capitalization table.
23. Specify that Mr. Hendrick will receive proceeds of this offering
as salary. Also reconcile the amounts shown as "Officer`s salary" in
the table with the disclosure under "Summary Compensation Table" that
states that Mr. Hendrick is entitled to 25% of the proceeds of this
offering as salary. The amounts that SmartMetric gives in the use of
proceeds table are less than 25% of the proceeds.
Capitalization, page 11
24. Under "Stockholders` equity," break out:
* The number of shares of class A common stock and undesignated common
stock authorized.
* The number of shares of class A common stock and undesignated common
stock issued and outstanding.
Plan of Distribution, page 13
25. Amend this section`s first sentence to make clear that SmartMetric
is offering common stock and not subscription rights.
26. Since this is a self-underwritten offering by SmartMetric with its
directors and officers selling the shares of common stock being
offered, we direct your attention to the requirements of Rule 3a4-1
under the Exchange Act. Revise the prospectus to specify who will
conduct the offering. If they are not registered broker-dealers,
explain how they comply with the requirements of Rule 3a4-1.
27. We note the disclosure that SmartMetric reserves the right to sell
its securities through registered broker-dealers. Describe in the
prospectus the circumstances under which SmartMetric would expect to
hire broker-dealers to sell shares in the offering.
28. Tell us how SmartMetric intends to advertise the offering.
Provide us copies of any materials that SmartMetric intends to use.
29. Tell us whether SmartMetric has any arrangements with any third
party to host or access the preliminary prospectus on the Internet.
If so, identify the party and the website, describe the material terms
of the agreement, and provide us a copy of any written agreement.
Also provide us copies of all information concerning the issuer or
prospectus that has appeared on the third party`s website. If
SmartMetric enters subsequently into such an arrangement, supplement
promptly the response.
30. Discuss whether any of Messrs. Hendrick, Peter Sleep, or Joseph
Katzman or Applied Cryptology or any other affiliate of SmartMetric
may purchase shares in this offering to meet the required minimum of
500,000 shares. If so, disclose the amount of the securities that may
be purchased. If this amount is material, include risk factor
disclosure to this effect. Finally, the prospectus should indicate
that any such person is purchasing the securities for investment and
not resale.
31. State clearly in the prospectus that changes in the material terms
of the offering after the registration statement`s effective date will
terminate the original offer and that investors would then be entitled
to a refund. Examples of material changes include:
* Extension of the offering period.
* Change in the offering price.
* Change in the minimum purchase required of investors.
* Change in the amount of proceeds necessary to release the proceeds
in escrow.
* Change in the application of proceeds.
32. Rule 10b-9 requires SmartMetric to "promptly refund" the escrowed
funds if SmartMetric does not sell the minimum number of shares within
the offering period. We have taken the position that "promptly" means
the next business day or as soon as possible after the offering`s
termination. Revise to disclose this requirement.
Management`s Discussion and Analysis of Financial Condition
Overview, page 15
33. Describe SmartMetric`s plan of operation for the next 12 months,
including a summary of any product research and development that
SmartMetric will perform for the term of the plan. See Item 303(a) of
Regulation S-B.
34. We note that SmartMetric intends to use proceeds of the offering
to "complete prototype of smartcard" and "outsource production of
Smartcards." Describe in greater detail as part of the plan of
operation what these items entail and when SmartMetric expects to take
the steps necessary to implement and complete them.
35. The prospectus` business section discusses briefly the need to
continue research and development to begin operations. Summarize the
research and development that SmartMetric will perform as part of its
plan of operations for the next 12 months as required by Item
303(a)(1)(ii) of Regulation S-B.
36. Describe the nature and timing of the consideration that Mr.
Hendrick paid for his shares. We note that SmartMetric`s audited
financial statements for June 30, 2004 suggest that as of June 30,
2004 $35,602,000 remained to be paid for shares issued to him. Also
tell us whether SmartMetric has received all of the cash for these
shares. If not, tell us what consideration Schonfeld & Weinstein,
L.L.P. has given to this fact in rendering its opinion that the shares
offered for resale are fully paid.
37. SmartMetric states in the fifth paragraph that all outstanding
shares are restricted from resale. Clarify that SmartMetric is
registering the resale of 11,560,275 of its outstanding shares.
38. Revise the fifth paragraph to discuss SmartMetric`s need for
additional capital more precisely. For example, SmartMetric states
that if SmartMetric raises less than the minimum amount of the
offering, SmartMetric may have a need for additional capital within 12
to 24 months. Does that mean that if SmartMetric raises the maximum
amount of the offering, SmartMetric will have sufficient capital to
proceed with its plan of operation for the next 24 months? How much
capital must SmartMetric raise to proceed with its plan of operation
for the next 12 months? What would constitute "adequate funding"
necessary to outsource the manufacture of the biometric card? How
much "additional funding" is necessary to "commence production" of the
card? What is the funding in addition to? Does SmartMetric mean in
addition to the maximum proceeds of the offering?
39. To the extent applicable, discuss SmartMetric`s off-balance sheet
arrangements that are reasonably likely to have a material current or
future effect on SmartMetric`s financial condition, results of
operations, or liquidity. See Item 303(c) of Regulation S-B.
Business
40. If material, discuss the effect of existing or probable
governmental regulation on SmartMetric and its business. See Item
101(b)(9) of Regulation S-B.
Fingerprint Sensors, page 18
41. Explain briefly what "wet" and "dry" fingerprints are.
42. Clarify whether SmartMetric or a third party owns and manufactures
the patented and rechargeable lithium polymer battery.
License Agreements, page 21
43. Throughout this subsection and the prospectus and the license
agreement filed as an exhibit to the registration statement,
SmartMetric refers to the licensor alternatively as "Applied
Cryptography" and "Applied Cryptology." Reconcile these differences,
and identify the licensor using its correct name.
44. Disclosure in this subsection states that Applied Cryptography,
Inc. is the owner of technology for which a patent was "issued." This
appears to be inconsistent with disclosure on page 15 that a company
controlled by Mr. Hendrick has granted SmartMetric a license to use,
market, and distribute this patent "pending" technology. We note also
the disclosure under "Patent license agreement" in the financial
statements` note 9 on page F-10. Revise to clarify in all instances
whether the patent has been issued or remains pending.
45. Ensure that SmartMetric describes all material terms of the
license agreement. For example, Applied Cryptology has reserved the
right to use the patent itself under the agreement. The agreement
also provides that SmartMetric will have no interest or rights in any
business opportunity that Applied Cryptology may now or in the future
obtain and Applied Cryptology may terminate the agreement upon
SmartMetric`s bankruptcy or other indications of financial difficulty.
Competition, page 22
46. Discuss briefly the methods of competition in the identity
management business. See Item 101(b)(4) of Regulation S-B.
Facilities, page 22
47. State the known or estimated amount of the rent for office space
that SmartMetric anticipates to start paying Mr. Hendrick after the
offering.
Management, page 22
48. Refer to the second paragraph under "Certain Relationships and
Related Transactions" on page 26. State whether you believe that the
license agreement is on terms at least as favorable to SmartMetric as
those that you would expect to negotiate with an unaffiliated party.
Transfer Agent, page 25
49. SmartMetric refers to a merger in this section that does not
appear to be contemplated elsewhere in the prospectus. Revise.
Selling Shareholders, page 27
50. Elaborate on the transfer of shares by Mr. Hendrick to the selling
shareholders. For example, why did Mr. Hendrick give the shares away
for no consideration? Who are the 600 persons who received the
shares, and what is their relationship to Mr. Hendrick? We note the
disclosure in the financial statements` note 6 on page 61.
51. We note that:
* Mr. Hendrick, SmartMetric`s Chairman and Chief Executive Officer, is
offering three million shares of SmartMetric`s common stock for
resale.
* Mr. Hendrick is the beneficial owner of 49.5 million shares of
SmartMetric`s common stock and SmartMetric`s principal shareholder.
* Mr. Hendrick controls Applied Cryptography, the company that granted
SmartMetric a license to use, market, and distribute its patent
pending technology.
* Mr. Hendrick assigned the other shares of SmartMetric`s common stock
being offered for resale to 600 persons for no consideration in August
2004.
It appears that Mr. Hendrick is in a relationship of control with
SmartMetric, the issuer of the securities being offered. Thus, revise
the disclosure to indicate that Mr. Hendrick is an underwriter within
the meaning of section 2(a)(11) of the Securities Act. See section
2(a)(11) of the Securities Act. See also Rule 144(a)(1) under the
Securities Act.
52. It appears that the selling shareholders who acquired their shares
of SmartMetric`s common stock from Mr. Colin Hendrick have not assumed
the economic risks of investment and are acting as conduits for sale
to the public of the securities on SmartMetric`s behalf. Thus, revise
the disclosure to indicate that the selling shareholders are
underwriters within the meaning of section 2(a)(11) of the Securities
Act.
53. State any position, office, or other material relationship that
the selling shareholders has had within the past three years with
SmartMetric or any of its predecessors or affiliates.
See Item 507 of Regulation S-B.
54. Indicate by footnote or otherwise that each beneficial owner
listed in the table is a reporting company under the Exchange Act, a
majority owned subsidiary of a reporting company under the Exchange
Act, or a registered investment fund under the 1940 Act. If not,
SmartMetric must identify the natural person or persons having sole or
shared voting and investment control over the securities held by the
beneficial owner. Refer to telephone interpretation 4S. in the
Regulation S-K section of the March 1999 supplement to our "Manual of
Publicly Available Telephone Interpretations" that is available on the
Commission`s website at www.sec.gov.
55. Identify any selling shareholder that is a broker-dealer or a
broker-dealer`s affiliate.
56. We note that there is more than one entry in the table for what
appears to be the same selling shareholder. For example, the name
"Geoff Peterson" appears twice on page 27. Revise so that for each
selling shareholder there is a single entry in the table.
57. Include in the table the full legal name of each selling
shareholder. For example, refer to the name "Mr. Smith" on page 28.
58. State that SmartMetric will file a prospectus supplement to name
successors to any named selling shareholders who are able to use the
prospectus to resell the securities.
Litigation, page 53
59. For greater clarity, consider combining "Legal Proceedings" on
page 22 with the disclosure here.
Further Information, page 54
60. Delete the language that descriptions contained in the prospectus
of any contract or document are "not necessarily complete" and
"qualified by reference to such contract or document." Rule 411(a) of
Regulation C under the Securities Act allows qualification of
information inside the prospectus by reference to information outside
the prospectus only to the extent that the form explicitly permits it
or where the form requires a summary of the document. Further, if
SmartMetric retains the language that descriptions of contracts and
documents are "not necessarily complete," disclose that all material
provisions of those contracts and documents are discussed in the
prospectus.
Recent Sales of Unregistered Securities, page 67
61. For each transaction disclosed in this section, give the
Securities Act`s section or the Commission`s rule under which
SmartMetric claimed exemption from registration and the facts relied
upon to make the exemption available. See Item 701(d) of Regulation
S-B.
Report of Independent Auditor, page F-2
62. Request Michael T. Studer, CPA, P.C. to revise the audit opinion
to reflect that the audit engagement was performed in accordance with
the standards of the Public Company Accounting Oversight Board as
required by PCAOB Auditing Standard No. 1: References in Auditors`
Reports to the Standards of the Public Company Accounting Oversight
Board. Refer to Auditing Standard No. 1 that is on the PCAOB website
at www.pcaobus.org and SEC Interpretive Release No. 33-8422 dated May
14, 2004 that is our website at www.sec.gov for further guidance.
Exhibits
63. Include an exhibit index immediately before the exhibits. See
Item 601(a)(2) of Regulation S-B.
64. We assume that investors will use a form of subscription agreement
to subscribe for shares in the offering. File the subscription
agreement as an exhibit to the registration statement.
Exhibit 5.1
65. State clearly that the shares being offered by selling
shareholders "are" rather than "will be" legally issued, fully paid,
and non-assessable.
Exhibits 10.1 and 10.3
66. Absent an order granting confidential treatment, Item 601(b)(10)
of Regulation S-B requires the filing of material contracts, including
attachments, in their entirety. Attachments include, for example,
annexes, appendices, exhibits, and schedules. Since SmartMetric did
not fill all attachments for the exhibits, revise or advise. Further,
it appears that SmartMetric omitted information from section 6.C.(i)
of exhibit 10.1. If SmartMetric wishes to have this information
treated confidentially, SmartMetric must file a request for
confidential treatment under Rule 406 of the Securities Act. See our
February 28, 1997 staff legal bulletin 1 that is available on the
Commission`s website at www.sec.gov for information about confidential
treatment requests.
Exhibit 23.2
67. SmartMetric`s independent public accountant must consent also to
the use of his name under "Experts" on page 26 in the prospectus. See
Rule 436 of Regulation C under the Securities Act, and revise.
Exhibit 24.1
68. SmartMetric`s counsel must consent also to the use of its name
under "Legal Matters" on page 26 in the prospectus. See Rule 436 of
Regulation C under the Securities Act, and revise.
Signatures, page 70
69. SmartMetric`s principal financial officer and controller or
principal accounting officer also must sign the registration
statement. Further, any person who occupies more than one of the
specified positions, for example, principal financial officer and
controller or principal accounting officer, must indicate each
capacity in which he signs the registration statement. See
instructions 1 and 2 for signatures on Form SB-2, and revise.
Other
70. We direct SmartMetric`s attention to the SEC News Digest, Issue
2004-181, September 24, 2004, that is available on the Commission`s
website at www.sec.gov. The issue states that:
The Commission has barred Michael T. Studer of Freeport, New York
from association with any broker or dealer. Studer was president of
Castle Securities Corp., formerly a registered broker-dealer.
The Commission found that, in 2003, Studer was permanently
enjoined from further violations of antifraud and other provisions of
the securities laws. The court found that Studer and others engaged
in a fraudulent blind pool offering and a subsequent market
manipulation, and that Studer was intimately involved in all of the
fraudulent transactions.
In imposing a bar, the Commission noted that it had previously
sustained NASD sanctions against Studer for other misconduct. The
Commission reiterated that, when a respondent has been enjoined from
violations of antifraud provisions, it has "especially serious
implications for the public interest."
We assume that this Michael T. Studer is SmartMetric`s independent
auditor. If true, tell us whether management was previously aware of
these actions and sanctions. If so, when did you become aware of them?
Tell us what consideration you have given concerning this information,
and the impact it may have on your offering. Tell us what
consideration you have given to appropriate disclosures concerning
this information. We may have further comment.
Closing
File an amendment to the SB-2 in response to the comments. To
expedite our review, you may wish to provide us three marked courtesy
copies of the amendment. Include with the filing any supplemental
information requested and a cover letter tagged as correspondence that
keys the responses to the comments. If you think that compliance with
any of the comments is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy of
the disclosure in the registration statement reviewed by us to ensure
that they have provided all information investors require for an
informed decision. Since SmartMetric and its management are in
possession of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of the
disclosures that they have made.
If SmartMetric requests acceleration of the registration statement`s
effectiveness, SmartMetric should furnish a letter at the time of the
request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does not
relieve SmartMetric from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* SmartMetric may not assert the action of the Commission or the staff
acting by delegated authority in declaring the registration statement
effective as a defense in any proceedings initiated by the Commission
or any person under the United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Dale Welcome,
Staff Accountant, at (202) 942-2871 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 942-1835. You may
direct questions on other comments and disclosure issues to Edward M.
Kelly, Senior Counsel, at (202) 942-1978 or me at (202) 942-1950.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Andrea I. Weinstein, Esq.
Schonfeld & Weinstein, L.L.P.
80 Wall Street, Suite 815
New York, NY 10005
Schonfeld & Weinstein, L.L.P.
October 1, 2004
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE