[LETTERHEAD OF BATCHER, ZARCONE & BAKER, LLP]
April 11, 2008
Ms. Carmen Moncada-Terry Via Facsimile Only
Division of Corporate Finance To (202) 772-9368
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Cantop Ventures, Inc.
Schedule 14C
Filed March 20, 2008
File No. 0-52296
Dear Ms. Moncada-Terry:
This letter is in response to your letter to Mr. Christopher Paterson regarding
the March 20, 2008 Schedule 14C for Cantop Ventures, Inc. (the "Company"). The
Company responds to your comments as follows (responses below are in direct
correlation to your numbered comments):
1. PLEASE DISCLOSE THE NUMBER OF STOCKHOLDERS WHO PROVIDED THEIR WRITTEN
CONSENT TO APPROVE THE ACTIONS. TELL US HOW THE CONSENTS OF THE
STOCKHOLDERS, OTHER THAN YOUR OFFICERS AND DIRECTORS, WERE OBTAINED.
Four shareholders total provided their written consent to the approved
actions. Two of the shareholders are either close friends or family of Mr.
Paterson, and the actions ultimately approved by the shareholders were
discussed informally between them. We assert that the communications
between the shareholders were protected by Section 240.14a-2(b)(2) of the
Securities Exchange Act of 1934. Mr. Paterson did not "solicit" the actions
taken by these other two shareholders.
2. PLEASE EXPLAIN IN SOME DETAIL THE REASONS FOR ENGAGING IN EACH OF THE
APPROVED ACTIONS. ALSO, AS APPLICABLE, PLEASE DISCUSS THE ANTI-TAKEOVER
EFFECT OF EACH ACTION. SEE INSTRUCTION 2 TO ITEM 19 OF SCHEDULE 14A.
In response to this comment, the Company has amended Schedule 14C to
include the requested information. Please see information under heading
"PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON ."
Ms. Moncada-Terry
April 11, 2008
Page 2
3. CLARIFY WHETHER THE SECOND APPROVED ACTION WILL RESULT IN THE AUTHORIZATION
OR ISSUANCE OF SECURITIES. IF SO, PLEASE PROVIDE THE INFORMATION REQUIRED
BY ITEM 11 OF SCHEDULE 14A AND DISCLOSE WHETHER OR NOT YOU HAVE ANY CURRENT
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE THE NEWLY AUTHORIZED SECURITIES
TO ACQUIRE ANY BUSINESSES OR ENGAGE IN ANY INVESTMENT OPPORTUNITY.
In response to this comment, the Company has amended Schedule 14C to
include the requested information. Please see information under heading
"PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON ."
4. WE CALL YOUR ATTENTION TO RULE 10B-17, WHICH YOU SHOULD CONSULT IN
CONNECTION WITH THE PROCESS OF IMPLEMENTING ANY REVERSE STOCK SPLIT.
The Company is aware of and intends to comply with the requirements set
forth in Rule 10b-17.
5. PLEASE DISCLOSE, IN A TABLE OR OTHER SIMILAR FORMAT, THE NUMBER OF SHARES
OF YOUR COMMON STOCK THAT WILL BE: (I) ISSUED AND OUTSTANDING; (II)
AUTHORIZED BUT OUTSTANDING OR RESERVED FOR ISSUANCE; AND (III) AUTHORIZED
BUT UNISSUED AS A RESULT OF THE ADOPTION OF A REVERSE STOCK SPLIT IN THE
VARIOUS RATIOS THAT YOU DESCRIBE. YOU SHOULD ALSO DISCUSS THE DILUTIVE
EFFECTS OF THE REVERSE STOCK SPLIT ON YOUR CURRENT SHAREHOLDERS.
In response to this comment, the Company has amended Schedule 14C to
include the requested information. Please see information under heading
"PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON ."
6. PLEASE DISCLOSE WHAT IS GOING TO HAPPEN TO THE FRACTIONAL SHARES, IF ANY.
IF THE REVERSE SPLIT WOULD HAVE THE EFFECT OF ELIMINATING THE OWNERS OF THE
FRACTIONAL SHARES, PLEASE SO STATE. DISCLOSE THE NUMBER OF RECORD HOLDERS
THAT YOU WILL HAVE UPON THE COMPLETION OF THE REVERSE STOCK SPLIT AND
DISCLOSE THE NUMBER OR RECORD HOLDERS WHO WILL BE ELIMINATED.
In response to this comment, the Company has amended Schedule 14C to
include the requested information. Please see information under heading
"PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON ."
Ms. Moncada-Terry
April 11, 2008
Page 3
7. WE NOTE THAT THE REVERSE STOCK SPLIT WILL RESULT IN AN INCREASED NUMBER OF
AUTHORIZED BUT UNISSUED SHARES OF YOUR COMMON STOCK. DO YOU HAVE ANY
CURRENT PLANS, PROPOSALS OR ARRANGEMENTS, WRITTEN OR OTHERWISE TO ENGAGE IN
ANY BUSINESS OR INVESTMENT OPPORTUNITY? IF SO, PLEASE DISCLOSE AND IF NOT,
PLEASE STATE THAT YOU HAVE NO SUCH PLANS, PROPOSALS OR ARRANGEMENTS WRITTEN
OR OTHERWISE AT THIS TIME.
In response to this comment, the Company has amended Schedule 14C to
include the requested information. Please see information under heading
"PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON ."
The Company has also revised its Schedule 14C to add the language required by
the Commission as set forth on Page 3 of your letter to Mr. Paterson dated March
31, 2008.
Should the staff have any questions or comments or desire any additional
information, please telephone the undersigned at (619) 475-7882.
Regards,
BATCHER ZARCONE & BAKER, LLP
/s/ Karen A. Batcher, Esq.
---------------------------------
Karen A. Batcher, Esq.
cc: Christopher Paterson, President
Cantop Ventures, Inc.