GUZOV OFSINK, LLC
ATTORNEYS-AT-LAW
600 MADISON AVENUE 14th FLOOR
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 371-8008 TELEFAX: (212) 688-7273
http://www.golawintl.com
June 15, 2006
Derek B. Swanson
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F St NE Stop 3561
Washington, DC 20549
Re: Deli Solar (USA), Inc.
Amendment No.2 to Form SB-2
Filed May 22, 2006
File No. 333-129369
Dear Mr. Swanson,
Reference is made to your comment letter, dated June 1, 2006 to our
client, Deli Solar (USA), Inc. (the "Company"), relating to the subject
registration statement (the "Comment Letter"). Set forth below are the comments
contained in the Comment Letter followed by our response thereto:
Amendment No. 2 to the Form SB-2
Business, page 27
Recent Development, page 30
1. It appears from your disclosure on page 30, that the acquisition of
Beijing Four Seasons Solar Power Technology Co., Ltd. is a probable,
material acquisition for your company. Please revise to include the
historical financial statements of Four Seasons in accordance with Item
310(c) of Regulation S-B.
Answer: The acquisition Beijing Four Seasons Solar Power Technology Co.,
Ltd. was not probable because one of the conditions in the memorandum of
understanding was that it undergo a U.S. GAAP audit, which it had never
done, and deliver audited financial statements. In fact, this was not
possible and the memorandum of understanding has now been terminated as
disclosed in a press release on June 15, 2006.
We have amended the Form SB-2 to reflect this termination.
2. Further, please revise to include pro forma financial statements in
accordance with Item 310(d) of Regulation S-B to show the pro forma
effects of your probable acquisition of Four Seasons.
Answer: Please refer to our answer to your comment 1.
In accordance with your request, on behalf of the Company we represent as
follows:
o the Company acknowledges 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;
o the Company acknowledges that 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
o the Company acknowledges that it may not assert staff comments and
the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any other person under the federal
securities laws of the United States.
Very truly yours,
Guzov Ofsink, LLC
By: /s/ Darren Ofsink
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Darren Ofsink, Esq.