SEC Comment Letter for Dominari Holdings Inc. (DOMH) (CIK 0000012239) (DOMH) — Sep 20, 2005
Dominari Holdings Inc. (DOMH) (CIK 0000012239)
Date: Sept. 20, 2005 · CIK: 0000012239 · Accession: 0000000000-05-048542
AI Filing Summary & Sentiment
File numbers found in text: 333-126930
Referenced dates: August 15, 2005
Letter
September 20, 2005 Via U.S. mail and facsimile Mr. Richard C. Levin Chief Executive Officer Spherix Incorporated 12051 Indian Creek Court Beltsville, Maryland 20705
Re: Spherix Incorporated Amendment No. 2 to Registration Statement on Form S-2 Filed September 16, 2005 File No. 333-126930
Dear Mr. Levin:
We have reviewed your amended filing and your response and have the following comment. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. We have considered your response to comment 3 of our letter dated August 15, 2005. It is our position that the affiliate relationship between the escrow agent and Cornell Capital Partners provides Cornell Capital Partners with discretion that is inconsistent with our position regarding equity lines of credit set forth in the Current Issues and Rulemaking Projects Outline Quarterly Update, March 31, 2001. Therefore, the escrow agent must be independent of Cornell Capital Partners. Please appoint a new escrow agent and revise your escrow agreement and prospectus accordingly.
* * * *
As appropriate, please amend your registration statement in response to this comment. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter that is filed on EDGAR with your amendment that keys your responses to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comment. Please contact Andrew Schoeffler, Staff Attorney, at (202) 551- 3748 or, in his absence, the undersigned at (202) 551-3767 with any questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
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<TYPE>LETTER
<SEQUENCE>1
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<TEXT>
Mail Stop 7010
September 20, 2005
Via U.S. mail and facsimile
Mr. Richard C. Levin
Chief Executive Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705
Re: Spherix Incorporated
Amendment No. 2 to Registration Statement on Form S-2
Filed September 16, 2005
File No. 333-126930
Dear Mr. Levin:
We have reviewed your amended filing and your response and
have
the following comment. We welcome any questions you may have
about
our comment or any other aspect of our review. Feel free to call
us
at the telephone numbers listed at the end of this letter.
1. We have considered your response to comment 3 of our letter
dated
August 15, 2005. It is our position that the affiliate
relationship
between the escrow agent and Cornell Capital Partners provides
Cornell Capital Partners with discretion that is inconsistent with
our position regarding equity lines of credit set forth in the
Current Issues and Rulemaking Projects Outline Quarterly Update,
March 31, 2001. Therefore, the escrow agent must be independent
of
Cornell Capital Partners. Please appoint a new escrow agent and
revise your escrow agreement and prospectus accordingly.
* * * *
As appropriate, please amend your registration statement in
response to this comment. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comment and provides any requested
information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comment.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
cc: Mr. James E. Baker, Jr.
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street
Baltimore, Maryland 21202
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Mr. Richard C. Levin
Spherix Incorporated
September 20, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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