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SEC Comment Letter for SAFE & GREEN HOLDINGS CORP. (OLOX) (CIK 0001023994) (OLOX) — Aug 31, 2011

SAFE & GREEN HOLDINGS CORP. (OLOX) (CIK 0001023994)
Date: Aug. 31, 2011 · CIK: 0001023994 · Accession: 0000000000-11-052243

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File numbers found in text: 000-22563

Date
August 31, 2011
Author
James Lopez
Form
UPLOAD
Company
SAFE & GREEN HOLDINGS CORP. (OLOX) (CIK 0001023994)

Letter

August 31, 2011 Via E-mail Richard J. Lampen, President and Chief Executive Officer CDSI Holdings, Inc. 100 S.E. Second Street Miami, Florida 33131 Re: CDSI Holdings, Inc. Form PREM 14C Filed August 18, 2011 File No. 000-22563

Dear Mr. Lampen: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with informati on so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comment applies to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments. PREM 14C, filed August 18, 2011

1. We note your Information Statement covers actio ns taken that appear to involve a merger and require the increase in authorized shares of common stock. Given the nature of the actions to be taken, it is unclear why your Information Statement does not include Items 11, 13 and 14 of Schedule A, pursuant to Note A of that Schedule. Please advise or revise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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.

Richard J. Lampen CDSI Holdings, Inc. August 31, 2011 Page 2

In responding to our comments, please provi de a written statement from the company acknowledging that:  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.

You may contact Erin Wilson at (202) 551- 6047 or James Lopez at (202) 551-3536 with any other questions. Sincerely, /s/ James Lopez (for) John Reynolds Assistant Director

Show Raw Text
August 31, 2011
 Via E-mail

Richard J. Lampen, President and Chief Executive Officer CDSI Holdings, Inc. 100 S.E. Second Street Miami, Florida 33131
Re: CDSI Holdings, Inc.
 Form PREM 14C
Filed August 18, 2011 File No. 000-22563

Dear Mr. Lampen:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
PREM 14C, filed August 18, 2011

1. We note your Information Statement covers actio ns taken that appear to involve a merger
and require the increase in authorized shares  of common stock.  Given the nature of the
actions to be taken, it is unclear why your Information Statement does not include Items
11, 13 and 14 of Schedule A, pursuant to Note A of that Schedule.  Please advise or
revise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Richard J. Lampen CDSI Holdings, Inc. August 31, 2011 Page 2

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Erin Wilson at (202) 551- 6047 or James Lopez at  (202) 551-3536 with
any other questions.
Sincerely,
   /s/ James Lopez (for)    John Reynolds
Assistant Director