ELLENOFF GROSSMAN & SCHOLE LLP
370 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 370-1300
(212) 370-7889 FACSIMILE
June 17, 2005
VIA EDGAR AND OVERNIGHT MAIL
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Barabara Jacobs, Assistant Director
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 Ms. Jacobs:
Accompanying this letter for filing pursuant to the Securities Act of
1933, as amended, is a conformed copy of Amendment No. 1 to the above-captioned
Registration Statement on Form SB-2 (the "Registration Statement") of Syscan
Imaging, Inc. (the "Company"). Amendment No. 1 is being filed in response to the
Staff's letter of comment dated May 16, 2005 (the "Comment Letter"). Please note
that we have simultaneously transmitted for filing via the EDGAR System Form
10-KSB/A for the year ended December 31, 2004 and Form 10-QSB/A for the first
quarter ended March 31, 2005 to reflect comments 7-9. We have also delivered by
overnight courier courtesy marked copies of this amendment No. 1 to the
Registration Statement for your convenience.
A memorandum in response to such comment letter also accompanies this
letter. Manually executed signature pages and consents have been executed prior
to the time of this electronic filing of Amendment No. 1 to the Registration
Statement.
Very truly yours,
/s/ Jody R. Samuels
Jody R. Samuels
Enclosures
cc: Mr. Daniel Lee
Syscan Imaging, Inc.
Registration Statement on Form SB-2
Annual Report on Form 10-KSB
Memorandum in Response to SEC Letter of Comment dated May 16, 2005
The following are responses to the Staff's letter of comment dated May 16,
2005 (the "Comment Letter") which have been authorized by Syscan Imaging, Inc.
(the "Company"). To assist the Staff's review, the responses are numbered to
correspond to the numbered paragraphs in the Staff's letter.
GENERAL
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 1.60 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.
RESPONSE: Please see the Selling Stockholder section of the prospectus which
discloses the natural persons who exercise voting and/or dispositive powers with
respect to the securities offered for resale by the selling securityholders.
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.
RESPONSE: We have made the requested disclosure, please see the section of the
prospectus entitled "Selling Stockholders."
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.
RESPONSE: We have made the requested disclosure, please see the section of the
prospectus entitled "Selling Stockholders."
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 secutityholders are aware of Interpretation A.65 or our
July 1997 Manual of Publicly Available Telephone Interpretations.
RESPONSE: Each of the selling securityholders have represented to the Company
that they are aware of Interpretation A.65 or our July 1997 Manual of Publicly
Available Telephone Interpretations
ITEM 16. EXHIBITS
5. Please file your legality opinion as soon as possible.
RESPONSE: Please see Exhibit 5.1 to the registration statement for a copy of our
executed legality opinion.
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.
RESPONSE: Please see the signature page to the registration statement, William
Hawkins, the Company's Chief Operating Officer and Acting Chief Financial
Officer has signed the registration statement in the capacity of principal
accounting officer.
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.
RESPONSE: The Company has filed an amendment to its Form 10-KSB for the year
ended December 31, 2004 amending Item 8A. Controls and Procedures to reflect
your comments. The Company has also filed an amendment to its Form 10-QSB for
the first quarter ended March 31, 2005 amending Item 3. Controls and Procedures
to reflect your comments.
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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.
RESPONSE: The Company has filed an amendment to its Form 10-KSB for the year
ended December 31, 2004 amending Item 8A. Controls and Procedures to reflect
your comments. The Company has also filed an amendment to its Form 10-QSB for
the first quarter ended March 31, 2005 amending Item 3. Controls and Procedures
to reflect your comments.
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.
RESPONSE: The Company has filed an amendment to its Form 10-KSB for the year
ended December 31, 2004 amending Item 8A. Controls and Procedures to reflect
your comments. The Company has also filed an amendment to its Form 10-QSB for
the first quarter ended March 31, 2005 amending Item 3. Controls and Procedures
to reflect your comments.
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