SEC Comment Letter for EDGETECH SERVICES INC (CIK 0001088211) — Oct 17, 2005
EDGETECH SERVICES INC (CIK 0001088211)
Date: Oct. 17, 2005 · CIK: 0001088211 · Accession: 0000000000-05-052920
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Mail Stop 4561
October 17, 2005
Xavier Roy
Chairman of the Board of Directors
Edgetech Services, Inc.
501 Santa Monica Blvd, Suite 601
Santa Monica, CA 90401
RE: Edgetech Services, Inc.
Preliminary Proxy Statement
File No. 0-27397
Filed October 4, 2005
Dear Mr. Roy:
This is to advise you that we have conducted only a limited
review of your preliminary proxy statement. Based on that limited
review, we have the following comments.
General
We note that the Board of Directors is requesting that
shareholders
grant the Board authority to spin off your Information Technology
business. Please provide us with a detailed description of the
proposed spin off. Further, provide us with an analysis as to
your
compliance with the Securities Act. Refer to Staff Legal Bulletin
No. 4.
* * * *
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) 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.
Additionally, the registrant should provide written
acknowledgement
of the following:
* The adequacy and accuracy of the disclosure in the filing is the
responsibility of the registrant.
* The registrant acknowledges that staff comment or changes in
response to staff comment in the proposed disclosure in the
preliminary proxy materials do not foreclose the Commission from
taking any action with respect to the filing.
* The registrant also represents that staff comment may not be
asserted 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.
If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3495.
Sincerely,
Michael McTiernan
Special Counsel
cc: Samuel E. Whitley (via fax)
Whitley Law Group, P.C.
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Xavier Roy
Edgetech Services, Inc.
October 17, 2005
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