SEC Comment Letter for SWISS MEDICA INC (CIK 0000318245) — Mar 7, 2005
SWISS MEDICA INC (CIK 0000318245)
Date: March 7, 2005 · CIK: 0000318245 · Accession: 0000000000-05-010613
AI Filing Summary & Sentiment
File numbers found in text: 333-122817
Letter
Mail Stop 0309 March 7, 2005 Raghunath Kilambi Chief Executive Officer Swiss Media Inc. 53 Yonge Street, Third Floor Toronto, Ontario, Canada M5E 1J3
Re: Swiss Media Inc. Registration Statement on Form SB-2 File Number 333-122817
Dear Mr. Kilambi:
This is to advise you that we have limited our review of the above referenced registration statements to only the issues identified below. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form SB-2
General
1. It appears your audited financial statements will need to be updated to reflect the period ended December 31, 2004 prior to seeking effectiveness of the registration statement. Please provide this information in your next amendment.
Share Acquired in Transactions with Swiss Media, page 11
2. You indicate in this section and elsewhere in the document that Cornell Capitals intends to sell "up to 250,985 shares of common stock, 129,033 of which were received from you on December 30, as a commitment fee in the amount of $40,000 under a now- terminated Standby Equity Distribution Agreement and up to121,952 shares which will be received on December 23, 2005, as a balance of a commitment fee in the amount of $50,000, assuming the Company`s stock price does not increase or decrease considerably (which will be valued on that date, based on the lowest volume weighted average price) under a now-terminated Standby Equity Distribution Agreement." Please revise your discussion to address the following:
* explain in better detail the nature of the commitment fees owed to Cornell Capital;
* discuss whether you could issue Cornell Capital more than the stated number of shares due to fluctuations in the price of your common stock, how the number of additional shares would be determined, and the fact that you would need to file another registration statement to cover additional shares if you issue more shares that what you have registered in this document; and
* include a table setting forth the number of shares that could be issued to Cornell Capital based on fluctuating stock prices of the Company`s common stock, including the current amount of shares that you may issue based on the current market price as well as in the event that the price of our common stock declines.
* * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging 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;
* 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
* the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
Please contact Song Brandon at (202) 942-2831, Suzanne Hayes, Legal Branch Chief at (202) 942-1789 or me at (202) 942-1840 with any questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 0309
March 7, 2005
Raghunath Kilambi
Chief Executive Officer
Swiss Media Inc.
53 Yonge Street, Third Floor
Toronto, Ontario, Canada M5E 1J3
Re: Swiss Media Inc.
Registration Statement on Form SB-2
File Number 333-122817
Dear Mr. Kilambi:
This is to advise you that we have limited our review of the
above referenced registration statements to only the issues
identified below. Where indicated, we think you should revise
your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form SB-2
General
1. It appears your audited financial statements will need to be
updated to reflect the period ended December 31, 2004 prior to
seeking effectiveness of the registration statement. Please
provide
this information in your next amendment.
Share Acquired in Transactions with Swiss Media, page 11
2. You indicate in this section and elsewhere in the document that
Cornell Capitals intends to sell "up to 250,985 shares of common
stock, 129,033 of which were received from you on December 30,
2004
as a commitment fee in the amount of $40,000 under a now-
terminated Standby Equity Distribution Agreement and up to121,952
shares which will be received on December 23, 2005, as a balance
of a
commitment fee in the amount of $50,000, assuming the Company`s
stock price does not increase or decrease considerably (which will
be
valued on that date, based on the lowest volume weighted average
price) under a now-terminated Standby Equity Distribution
Agreement."
Please revise your discussion to address the following:
* explain in better detail the nature of the commitment fees owed
to
Cornell Capital;
* discuss whether you could issue Cornell Capital more than the
stated number of shares due to fluctuations in the price of your
common stock, how the number of additional shares would be
determined, and the fact that you would need to file another
registration statement to cover additional shares if you issue
more
shares that what you have registered in this document; and
* include a table setting forth the number of shares that could be
issued to Cornell Capital based on fluctuating stock prices of the
Company`s common stock, including the current amount of shares
that
you may issue based on the current market price as well as in the
event that the price of our common stock declines.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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;
* 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
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
Please contact Song Brandon at (202) 942-2831, Suzanne
Hayes,
Legal Branch Chief at (202) 942-1789 or me at (202) 942-1840 with
any
questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
cc: Clayton E. Parker, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
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