DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
TELEPHONE (713) 524-4110
FACSIMILE (713) 524-4122
July 24, 2006
Mr. Craig Slivka VIA EDGAR
Division of Corporate Finance ----------
United States Securities and Exchange Commission
Mail Stop 7010
100 F. Street, N.E.
Washington, D.C. 20549
Phone: (202) 551-3729
RE: Pediatric Prosthetics, Inc.
Information Statement on Schedule 14C
Filed June 2, 2006
File Number: 0-51804
Dear Mr. Slivka:
In response to your comment letter dated June 22, 2006, Pediatric
Prosthetics, Inc. ("Pediatric," the "Company," "we," us") has the following
responses:
General
- -------
1. Pursuant to Instruction 1 to Item 13 of Schedule 14A, "Notwithstanding the
provisions of [Item 13], any or all of the information required by [Item
13(a)], not material for the exercise of prudent judgment in regard to the
matter to be acted upon may be omittedinformation is not deemed to be
material where the matter to be acted upon is the authorization or issuance
of common stock, otherwise than in an exchange, merger, consolidation,
acquisition or similar transaction [and] the authorization of preferred
stock without present intent to issue."
The sole items to be acted upon at the Company's Special Meeting of
Shareholders are (a) amending the Company's Articles of Incorporation to
authorize additional shares of common stock (950,000,000 share of common
stock compared to the current 100,000,000 shares of common stock
authorized) and (b) reauthorizing preferred stock, without the present
intent to issue any additional shares of such stock. As both (a) and (b)
are specifically described as situations where the information required by
Item 13(a) is not material for the exercise of prudent judgment, i.e. "the
authorization of common stock" and the "authorization of preferred stock
without the present intent to issue" such stock, the Item 13(a) information
has been validly omitted from the filing.
2. We have added a Description of Securities section to the Information
Statement, describing the Company's common and preferred stock. This
description includes a statement of the fact that the Company's common
stock has no preemptive rights. We note also that Item 11(b) of Schedule
14A states, "[i]f the securities are additional shares of common stock of a
class outstanding, the description may be omitted except for a statement of
the preemptive rights, if any." As the Company is only requesting
shareholder approval to increase its authorized shares and not for approval
to issue any shares of common stock, we believe we have fully complied with
Item 11(b).
We have added a more detailed description of the Company's May 2006
funding transaction, under the section entitled "May 2006 Funding," and
described in greater detail the purpose of the authorization of a greater
number of shares of common stock. Additionally, we have added language
regarding the fact that the Company will not seek any further authorization
for the issuance of the shares convertible in connection with the Callable
Secured Term Notes and issuable in connection with the exercise of the
Warrants, and that the Company has no current intention to issue any
additional shares of preferred stock.
3. The Company filed an amended registration statement on Form 10-SB with the
Commission on July 14, 2006.
4. We have revised the Information Statement to clearly state the current
amount of the Company's authorized stock.
5. We have revised the Information Statement to state that although the
Company "believe[s] that the increase in [its] authorized shares of common
stock will give [it] enhanced flexibility to acquire other companies or
their businesses or assets in the future neither [the Company] nor the
Board of Directors have any present intention or plans to acquire any other
companies or assets at this time." As such, we do not believe that the
information required by Item 14 of Schedule 14A is applicable to the
Company's filing.
Very Truly Yours,
/s/ John S. Gillies
----------------------
John S. Gillies,
Associate,
David M. Loev, Attorney at Law
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF PEDIATRIC PROSTHETICS, INC.
I, Linda Putback-Bean, as Chief Executive Officer, hereby certify and
acknowledge that Pediatric Prosthetics, Inc. (the "Company"):
1) the Company is responsible for the adequacy and accuracy of the disclosure
in their filings;
2) 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
3) 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.
PEDIATRIC PROSTHETICS, INC.
-----------------------------
/s/ Linda Putback-Bean
-----------------------------
Linda Putback-Bean
Chief Executive Officer
Date 7-21-06
----------------------