Mail Stop 6010
September 29, 2005
VIA U.S. MAIL AND FAX (305) 529-6201
Mr. Michael Karpheden
Chief Financial Officer
iCurie, Inc.
Espirito Santo Plaza
1395 Brickell Avenue
Suite 800
Miami, Florida 33131
Re: iCurie, Inc.
Form 8-K dated July 8, 2005
Filed July 14, 2005
File No. 333-64840
Dear Mr. Karpheden:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
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 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
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 8-K dated July 8, 2005
1. We see that Cedar Mountain Distributors and iCurie Lab Holdings
Ltd. entered into a Share Exchange Agreement effective as of July
8,
2005. Please clarify for us the legal and accounting form of the
transaction and the basis of future financial statements for the
post-transaction company. Please specifically tell us why is
appropriate to include only one year of audited historical
financial
statements of iCurie Lab Holdings Ltd. in this Form 8-K. It
appears
to us at a minimum, audited financial statements of the accounting
acquirer (iCurie Lab Holdings Ltd.) for the two most recently
completed fiscal years and unaudited interim financial statements
for
any interim period and the comparable prior year period should be
included in the Form 8-K. Note we consider "reverse acquisitions"
with non-operating public shells to be capital transactions in
substance, rather than business combinations and accordingly, look
to
the accounting acquirer`s eligibility as a small business issuer
when
determining financial statement requirements. Revise the filing
as
necessary based on our comment. We may have further comments
after
reviewing your response and revisions.
2. We see that you have a Registration Rights Agreement which
requires you to file a Registration Statement (covering the common
stock into which the Series A Preferred Stock is convertible and
for
which your warrants are exercisable) within 60 days of the closing
date and to use reasonable efforts to cause the Registration
Statement to become effective no later than 120 days after the
closing date. In addition, we see that under the Registration
Rights
Agreement, you must maintain effectiveness through the second
anniversary of the closing date. We noted various penalties that
you
will incur if the Registration Statement is not effective on the
set
date and if you do not maintain effectiveness of the said
Registration Statement. Tell us about these penalties, including
how
much you have incurred to date as well as how much you expect you
will continue to incur in the future. Finally, tell us how you
have
accounted for the provisions of the Registration Rights Agreement.
Your response should address the impact of EITF 00-19 and EITF 05-
04
on your required accounting. Please be as detailed as possible in
your response.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter 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 responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
? 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.
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 our review of your filing or in
response to our comments on your filing.
You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640 or me at (202) 551-3603 if you have any questions regarding
these comments. In this regard, do not hesitate to contact Angela
Crane, Accounting Branch Chief, at (202) 551-3554.
Sincerely,
Jay Webb
Reviewing Accountant
Mr. Michael Karpheden
iCurie, Inc.
September 29, 2005
Page 1