SEC Comment Letter for TASKER CAPITAL CORP (CIK 0001084557) — Sep 29, 2005
TASKER CAPITAL CORP (CIK 0001084557)
Date: Sept. 29, 2005 · CIK: 0001084557 · Accession: 0000000000-05-050348
AI Filing Summary & Sentiment
File numbers found in text: 333-128287
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September 29, 2005
By facsimile to (781) 622-5930 and U.S. Mail
Mr. Robert P. Appleby
President and Chief Executive Officer
Tasker Capital Corp.
39 Old Ridgebury Road, Suite 14
Danbury, CT 06810-5116
Re: Tasker Capital Corp.
Registration Statement on Form SB-2
Filed September 13, 2005
File No. 333-128287
Dear Mr. Appleby:
We limited our review of the registration statement to
disclosures under "Selling Stockholders" and related disclosures
and
have the comments below. No further review of the registration
statement has been or will be made.
We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
General
1. We indicated in our August 16, 2005 comment letter on the
current
report on Form 8-K dated April 14, 2005 and filed August 15, 2005
by
Tasker Capital Corp. or Tasker that we may have further comments
after Tasker files its restated financial statements. Thus,
Tasker
must file its restated financial statements and we must complete
our
review of the restated financial statements before Tasker may
request
acceleration of the registration statement`s effectiveness.
Cautionary Statement Concerning Forward-Looking Statements, page
10
2. Since Tasker is a penny stock issuer, Tasker is ineligible to
rely
on the safe harbor provisions of the Securities Litigation Reform
Act
of 1995. See section 27A(b)(1)(C) of the Securities Act. Thus,
delete the phrase "made pursuant to the safe harbor provisions of
the
Securities Litigation Reform Act of 1995."
Selling Stockholders, page 38
3. If a beneficial owner is not a natural person, Tasker must
identify by footnote or otherwise the natural person or persons
having sole or shared voting and investment control over the
securities held by the beneficial owner. Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise appropriately.
4. Confirm that none of the selling stockholders is a broker-
dealer
or a broker-dealer`s affiliate.
5. If a selling stockholder is a broker-dealer, tell us whether
the
selling stockholder acquired its securities as compensation for
underwriting activities. Unless a broker-dealer acquired the
securities as compensation for underwriting activities, Tasker
must
identify the broker-dealer as an underwriter in the prospectus.
Language such as "may be deemed to be" an underwriter is
unacceptable
if the selling stockholder is a broker-dealer.
6. If a selling stockholder is a broker-dealer`s affiliate,
include
disclosure that this broker-dealer`s affiliate:
* Purchased the securities to be resold in the ordinary course of
business.
* Had no agreements or understandings, directly or indirectly,
with
any person to distribute the securities at the time of their
purchase.
* If Tasker is unable to make the representations noted above in
the
prospectus, Tasker must state in the prospectus that the selling
stockholder is an underwriter. Language such as "may be deemed to
be" an underwriter is unacceptable if the selling stockholder is
an
affiliate of an underwriter that cannot make these
representations.
7. Refer to footnotes (1)(ii), 2(ii), 2(iii), 3(ii), 3(iii),
4(ii),
and 5(ii). Disclose when each selling stockholder acquired the
warrants or options.
8. The meaning and the purpose of the statement "Most of the
Selling
Stockholders are certain of the ultimate equityholders of these
entities or the entities themselves" are unclear. Please revise.
9. State that Tasker will file a prospectus supplement to name
successors to any named selling stockholders who are able to use
the
prospectus to resell the securities.
10. Describe briefly the continuing relationships with selling
stockholders in this section.
Closing
File an amendment to the SB-2 in response to the comments.
To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment. Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments. If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter. We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.
We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included. Since Tasker and
its
management are in possession of all facts relating to the
disclosure
in the registration statement, they are responsible for the
adequacy
and accuracy of the disclosures that they have made.
If Tasker requests acceleration of the registration
statement`s
effectiveness, Tasker should furnish a letter at the time of the
request acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Tasker from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* Tasker may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness. Allow adequate time after the filing
of
any amendment for further review before submitting a request for
acceleration. Provide this request at least two business days
before
the requested effective date.
You may direct questions on comments and other disclosure issues
to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Jeffrey P. Steele, Esq.
Morse, Barnes-Brown & Pendleton, P.C.
Reservoir Place
Waltham, MA 02451
Mr. Robert P. Appleby
September 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
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