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SEC Comment Letter for Telzuit Medical Technologies, Inc. (CIK 0001093837) — Jul 15, 2005

Telzuit Medical Technologies, Inc. (CIK 0001093837)
Date: July 15, 2005 · CIK: 0001093837 · Accession: 0000000000-05-036436

AI Filing Summary & Sentiment

Date
July 15, 2005
Author
Michael McTiernan
Form
UPLOAD
Company
Telzuit Medical Technologies, Inc. (CIK 0001093837)

Letter

Mail Stop 4561 July 15, 2005 Donald Sproat President, Chief Executive Officer and Chief Financial Officer Taylor Madison Corp. 5422 Carrier Drive, Suite 306 Orlando, FL 32819

Re: Taylor Madison Corp. Information Statement on Schedule 14C Filed July 7, 2005 File No. 1-15034

Dear Mr. Sproat:

This is to advise you that we have conducted only a limited review of your proxy statement. Based on that limited review, we have the following comments. General

We note that on May 12, 2005 you filed a Form 8-K to disclose the acquisition of Telzuit Technologies Inc. We also note that the purpose of your information statement is to inform your shareholders that you have obtained written consent from the majority of the stockholders approving: (1) the election of new directors; (2) a reverse stock split of your outstanding common stock; (3) an amendment to your articles of incorporation to increase the authorized common stock; and (4) an amendment to your articles of incorporation to change the Company`s name. It appears that in order to have enough authorized shares to satisfy the conversion of the preferred stock issued in the acquisition, you need to increase the number of authorized stock or affect a reverse stock split. Accordingly, please amend your Information Statement to include the disclosure required by Item 13 and 14 of Schedule 14A or tell us why you believe you are no required to do so. See Note A to Schedule 14A and Item 1 to Schedule 14C.

* * * *

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 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.

Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us a letter, 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 staff comments and 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 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) 551-3694.

Sincerely,
Michael McTiernan
Special Counsel

Show Raw Text
<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      Mail Stop 4561

								July 15, 2005

Donald Sproat
President, Chief Executive Officer and Chief Financial Officer
Taylor Madison Corp.
5422 Carrier Drive, Suite 306
Orlando, FL  32819

Re:	Taylor Madison Corp.
	Information Statement on Schedule 14C
	Filed July 7, 2005
	File No. 1-15034

Dear Mr. Sproat:

	This is to advise you that we have conducted only a limited
review of your proxy statement.  Based on that limited review, we
have the following comments.
General

      We note that on May 12, 2005 you filed a Form 8-K to
disclose
the acquisition of Telzuit Technologies Inc.  We also note that
the
purpose of your information statement is to inform your
shareholders
that you have obtained written consent from the majority of the
stockholders approving: (1) the election of new directors; (2) a
reverse stock split of your outstanding common stock; (3) an
amendment to your articles of incorporation to increase the
authorized common stock; and (4) an amendment to your articles of
incorporation to change the Company`s name.  It appears that in
order
to have enough authorized shares to satisfy the conversion of the
preferred stock issued in the acquisition, you need to increase
the
number of authorized stock or affect a reverse stock split.
Accordingly, please amend your Information Statement to include
the
disclosure required by Item 13 and 14 of Schedule 14A or tell us
why
you believe you are no required to do so.  See Note A to Schedule
14A
and Item 1 to Schedule 14C.

*  *  *  *

      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 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, 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 staff comments and 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 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) 551-3694.

      Sincerely,

      Michael McTiernan
      Special Counsel

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Mr. Sproat
Taylor Madison corp.
July 15, 2005
Page 2

</TEXT>
</DOCUMENT>