Mail Stop 4-6
May 16, 2005
Mr. Darwin Hu
Chief Executive Officer
Syscan Imaging, Inc.
1772 Technology Drive
San Jose, California 95110
Re: Syscan Imaging, Inc.
Registration Statement on Form SB-2 filed April 25, 2005
File No. 333-124313
Form 10-KSB for the year ended December 31, 2004
File No. 0-27773
Dear Mr. Hu:
This is to advise you that we have limited our review of the
above registration statement and periodic filing to the matters
addressed in the comments below. No further review of the
registration statement and periodic filing has been or will be
made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act has been
included.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form SB-2
Selling Stockholders
1. Please disclose the natural persons who exercise the voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by your selling securityholders that are non-reporting
entities. We note that certain selling securityholders, such as
Iron
Horse Capital LLC, do not have such required disclosure. Please
see
Interpretation I.60 of our July 1997 Manual of Publicly Available
Telephone Interpretations and Interpretation 4S of the Regulation
S-K
portion of the March 1999 Supplement to our July 1997 Manual of
Publicly Available Telephone Interpretations.
2. Please disclose whether any selling securityholder other than
Starboard Capital Markets, LLC is a registered broker-dealer. If
a
selling securityholder is a registered broker-dealer, please
identify
such registered broker-dealer as an underwriter in your
disclosure,
unless the shares were acquired as transaction-based compensation
for
investment-banking services. Provide a description of the
investment-banking services and the manner in which the
compensation
for the services was computed, as applicable.
3. Please disclose whether any selling securityholder is an
affiliate
of a registered broker-dealer. If a selling securityholder is an
affiliate of a registered broker-dealer, please expand the
prospectus
disclosure to indicate whether such selling securityholder
acquired
the securities to be resold in the ordinary course of business.
Also
indicate whether at the time of the acquisition such selling
securityholder had any agreements, understandings or arrangements
with any other persons, either directly or indirectly, to dispose
of
the securities.
Plan of Distribution
4. We note your disclosure stating that "[t]he selling
stockholders
may also sell shares of [y]our common stock short and redeliver
the
securities to close out their short positions." Please confirm
that
your selling securityholders are aware of Interpretation A.65 of
our
July 1997 Manual of Publicly Available Telephone Interpretations.
Item 16. Exhibits
5. Please file your legality opinion as soon as possible.
Signatures
6. Please identify the person signing in the capacity of the
controller (or principal accounting officer) signing the
registration
statement. Please see the Instructions to Signatures on Form SB-2
for additional guidance.
Form 10-KSB for the year ended December 31, 2004
Item 8A. Controls and Procedures
7. Your disclosure suggests that your disclosure controls and
procedures are effective, but only to the extent that information
required to be disclosed is recorded, processed, summarized and
reported within the time periods specified by the Commission`s
rules
and forms. This text does not address the effectiveness of your
disclosure controls and procedures with respect to whether
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, to allow timely decisions regarding required
disclosure. Please confirm whether your disclosure controls and
procedures are effective with respect to the foregoing
requirement.
Please see Rule 13a-15(e) of the Exchange Act for additional
guidance.
8. We note your qualifying statement under "Limitations on the
Effectiveness of Controls." Please confirm whether your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your chief executive
officer
and chief financial officer concluded that your disclosure
controls
and procedures are effective at that reasonable assurance level.
In
the alternative, remove the qualification of your disclosure
controls
and procedures. Please refer to Section II.F.4 of Release No. 33-
8238 for additional guidance.
9. We note your disclosure that "there were no significant changes
in
[y]our internal controls over financial reporting that occurred
during the quarter ended December 31, 2004." Please note that
Item
308 of Regulation S-B requires the disclosure of "any" change in
your
internal controls that occurred during your last fiscal quarter
that
has "materially affected, or is reasonably likely to materially
affect," your internal controls. In light of the foregoing,
please
advise us with respect to changes in your internal controls for
the
quarter ended December 31, 2004.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement. We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Daniel Lee at (202) 551-3477 with any
questions. If you need further assistance, you may contact me at
(202) 551-3730.
Sincerely,
Barbara Jacobs
Assistant Director
cc: Via Facsimile
Douglas S. Ellenoff, Esq.
Jody R. Samuels, Esq.
Ellenoff Grossman & Schole LLP
370 Lexington Avenue, 19th Floor
New York, New York 10017
Telephone: (212) 370-1300
Facsimile: (212) 370-7889