SEC Comment Letter for PRECISION OPTICS CORPORATION, (POCI) — Aug 15, 2006
PRECISION OPTICS CORPORATION, INC.
Date: Aug. 15, 2006 · CIK: 0000867840 · Accession: 0000000000-06-039051
AI Filing Summary & Sentiment
File numbers found in text: 333-136033
Letter
August 14, 2006 Mail Stop 6010 Richard E. Forkey President and Chief Executive Officer Precision Optics Corporation, Inc. 22 East Broadway Gardner, MA 014440
Re: Precision Optics Corporation Registration Statement on Form SB-2 Filed July 25, 2006 File No. 333-136033
Dear Mr. Forkey:
We have limited our review of your filing to the issue we have addressed in our comment below. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your e xplanation as to why our comment is inapplicable or a revision is unnecessary. Please understand that the purpose of our re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Signatures 1. It does not appear that y our principal financial offi cer or your controller or principal accounting officer have signed this document. Please file a registration statement with all required signatures.
As appropriate, please amend your regist ration statement in response to this comment. You may wish to provide us with ma rked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your response to our comment and provide any requested info rmation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendment a nd responses to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in
Richard E. Forkey Precision Optics Corporation, Inc. August 14, 2006 Page 2 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 comment, in the even t 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 purs uant to delegated authority, declare the filing effective, it does not foreclose th e 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 staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the reque sted effective date. Please contact Jay Mumford at (202) 551-3637 or me at (202) 551-3800 with any other questions. Sincerely,
Peggy Fisher A s s i s t a n t D i r e c t o r cc: (via fax): Laurie Churchill
Show Raw Text
August 14, 2006
Mail Stop 6010
Richard E. Forkey
President and Chief Executive Officer
Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 014440
Re: Precision Optics Corporation
Registration Statement on Form SB-2
Filed July 25, 2006
File No. 333-136033
Dear Mr. Forkey:
We have limited our review of your filing to the issue we have addressed in our
comment below. Where indicated, we think you should revise your document in
response to this comment. If you disagree, we will consider your e xplanation as to why
our comment is inapplicable or a revision is unnecessary.
Please understand that the purpose of our re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Signatures
1. It does not appear that y our principal financial offi cer or your controller or
principal accounting officer have signed this document. Please file a registration
statement with all required signatures.
As appropriate, please amend your regist ration statement in response to this
comment. You may wish to provide us with ma rked copies of the amendment to expedite
our review. Please furnish a c over letter with your amendment that keys your response to
our comment and provide any requested info rmation. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in
Richard E. Forkey
Precision Optics Corporation, Inc.
August 14, 2006 Page 2
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 comment, in the even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the reque sted effective date. Please
contact Jay Mumford at (202) 551-3637 or me at (202) 551-3800 with any other questions.
Sincerely,
Peggy Fisher
A s s i s t a n t D i r e c t o r
cc: (via fax): Laurie Churchill