SEC Comment Letter for Totaligent, Inc. (TGNT) (CIK 0000846377) (TGNT) — Mar 12, 2009
Totaligent, Inc. (TGNT) (CIK 0000846377)
Date: March 12, 2009 · CIK: 0000846377 · Accession: 0000000000-09-012911
AI Filing Summary & Sentiment
File numbers found in text: 333-153798
Referenced dates: February 9, 2009
Letter
Mail Stop 3561 M a r c h 9 , 2 0 0 9 Edward C. DeFeudis President and Chairman of the Board Swap-A-Debt, Inc. 940 Lincoln Road, Suite 220 Miami, FL 33139 Re: Swap-A-Debt, Inc. Amendment No. 5 to Registra tion Statement on Form S-1 Filed February 12, 2009 File No. 333-153798
Dear Mr. DeFeudis: We have reviewed your response letter dated February 9, 2009 and we have limited our review of your amendment filed on February 12, 2009 to those issues we have addressed in our comments. Where indicat ed, we think you should revise your document in response to these comments. If you disagr ee, we will consider your explanation as to why our comments are inapplicable or a re vision is unnecessary. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. Please be as detailed as n ecessary in your explanation. After reviewing this information, we may raise additional comments. General
1. We note your response to comment one of our February 4, 2009 letter stating that you do not provide payday loans and money tr ansfer services at this time. Please discuss whether you intend to provide these se rvices in the future and, if so, revise your prospectus accordingly. See Item 101(c)(1) of Regulation S-K. 2. You state in your response to comment one of our February 4, 2009 letter that the “Credit Doctor” and credit rating services you offer through third party providers are disclosed in your filing. Please state th e specific location of this disclosure in your filing as we are unable to identify any such disclosure. Cover Page
3. We note that you indicate that you filed this amendment number five to your registration statement on February 9, 2009, but the applicable filing date is
Edward C. DeFeudis Swap-A-Debt, Inc. March 9, 2009 Page 2 2February 12, 2009. Please ensure that you state the accurate filing date in all future amendments. Selling Security Holders, page 24
4. We note that you revised footnote seven on page 31 to indicate that Mr. Reusch assigned the balance of the note he held to Mr. Pearson on February 9, 2008, but you previously indicated that this as signment occurred on January 15, 2008. We note that you made a similar revision in f ootnote three on page 33 to state that this assignment occurred on February 4, 2008. Please revise or advise.
* * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us w ith marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. Please contact Chris Chase, Attorney-Advi sor, at (202) 551-3485, or me at (202) 551-3720 with any questions.
S i n c e r e l y ,
H. Christopher Owings A s s i s t a n t D i r e c t o r cc: Gregg E. Jaclin, Esq. Via Facsimile
Show Raw Text
Mail Stop 3561 M a r c h 9 , 2 0 0 9 Edward C. DeFeudis President and Chairman of the Board
Swap-A-Debt, Inc.
940 Lincoln Road, Suite 220 Miami, FL 33139
Re: Swap-A-Debt, Inc.
Amendment No. 5 to Registra tion Statement on Form S-1
Filed February 12, 2009 File No. 333-153798
Dear Mr. DeFeudis:
We have reviewed your response letter dated February 9, 2009 and we have
limited our review of your amendment filed on February 12, 2009 to those issues we have
addressed in our comments. Where indicat ed, we think you should revise your document
in response to these comments. If you disagr ee, we will consider your explanation as to
why our comments are inapplicable or a re vision is unnecessary. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. Please be as detailed as n ecessary in your explanation. After reviewing
this information, we may raise additional comments. General
1. We note your response to comment one of our February 4, 2009 letter stating that
you do not provide payday loans and money tr ansfer services at this time. Please
discuss whether you intend to provide these se rvices in the future and, if so, revise
your prospectus accordingly. See Item 101(c)(1) of Regulation S-K.
2. You state in your response to comment one of our February 4, 2009 letter that the
“Credit Doctor” and credit rating services you offer through third party providers
are disclosed in your filing. Please state th e specific location of this disclosure in
your filing as we are unable to identify any such disclosure.
Cover Page
3. We note that you indicate that you filed this amendment number five to your
registration statement on February 9, 2009, but the applicable filing date is
Edward C. DeFeudis
Swap-A-Debt, Inc. March 9, 2009 Page 2
2February 12, 2009. Please ensure that you state the accurate filing date in all
future amendments.
Selling Security Holders, page 24
4. We note that you revised footnote seven on page 31 to indicate that Mr. Reusch
assigned the balance of the note he held to Mr. Pearson on February 9, 2008, but
you previously indicated that this as signment occurred on January 15, 2008. We
note that you made a similar revision in f ootnote three on page 33 to state that this
assignment occurred on February 4, 2008. Please revise or advise.
* * *
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us w ith marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
Please contact Chris Chase, Attorney-Advi sor, at (202) 551-3485, or me at (202)
551-3720 with any questions.
S i n c e r e l y ,
H. Christopher Owings A s s i s t a n t D i r e c t o r
cc: Gregg E. Jaclin, Esq. Via Facsimile