SEC Comment Letter for BANYAN — Feb 22, 2005
BANYAN CORP /OR/ (CIK 0001086473)
Date: Feb. 22, 2005 · CIK: 0001086473 · Accession: 0000000000-05-008294
AI Filing Summary & Sentiment
File numbers found in text: 333-122815
Letter
Mail Stop 3-09 February 22, 2005 Michael J. Gelmon Chief Executive Officer Banyan Corporation 1925 Century Park East Suite 500 Los Angeles, CA 90067-2700
Re: Banyan Corporation Registration Statement on Form SB-2 File Number 333-122815
Dear Mr. Gelmon:
This is to advise you that we have limited our review of the above referenced registration statement to your financial statements and the issue identified below. We will make no further review of this filing. It appears that that your audited financial statements will need to be updated prior to seeking effectiveness of the registration statement. In your next amendment, please update your audited financial statements to reflect the year ended December 31, 2004.
Once you have cleared our comments, we will act upon any request for acceleration of the effective date of the Form S-3 and pursuant to delegated authority, grant acceleration of the effective date. We will consider your request for acceleration as a confirmation of the fact that you are aware of your responsibilities under the Securities Act of 1933 and the Securities Act of 1934 as they relate to the proposed public offering.
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 P. Brandon at (202) 942-2831 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3-09
February 22, 2005
Michael J. Gelmon
Chief Executive Officer
Banyan Corporation
1925 Century Park East
Suite 500
Los Angeles, CA 90067-2700
Re: Banyan Corporation
Registration Statement on Form SB-2
File Number 333-122815
Dear Mr. Gelmon:
This is to advise you that we have limited our review of the
above referenced registration statement to your financial
statements
and the issue identified below. We will make no further review of
this filing.
It appears that that your audited financial statements will
need to be updated prior to seeking effectiveness of the
registration
statement. In your next amendment, please update your audited
financial statements to reflect the year ended December 31, 2004.
Once you have cleared our comments, we will act upon any
request for acceleration of the effective date of the Form S-3 and
pursuant to delegated authority, grant acceleration of the
effective
date. We will consider your request for acceleration as a
confirmation of the fact that you are aware of your
responsibilities
under the Securities Act of 1933 and the Securities Act of 1934 as
they relate to the proposed public offering.
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 P. Brandon at (202) 942-2831 with any
other
questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Noel E. Guardi, Attorney at Law
3224 S. Newcombe St., Suite 2-105
Lakewood, CO 80227
??
??
??
??
1
</TEXT>
</DOCUMENT>