SEC Comment Letter for COLLECTIBLE CONCEPTS GROUP INC (CIK 0001106946) — Oct 19, 2005
COLLECTIBLE CONCEPTS GROUP INC (CIK 0001106946)
Date: Oct. 19, 2005 · CIK: 0001106946 · Accession: 0000000000-05-053326
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Mail Stop 3561
September 14, 2005
Paul Lipschutz
Chief Executive Officer
Collectible Concepts Group, Inc.
1600 Lower State Road
Doylestown, PA 18901
Re: Collectible Concepts Group, Inc.
Form 10-KSB for the Fiscal Year Ended February 28, 2005
Form 10-QSB for Fiscal Quarter Ended May 31, 2005
Schedule 14C filed September 6, 2005
File No. 0-30703
Dear Mr. Lipschutz:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the Fiscal Year Ended February 28, 2005
Description of Business, page 2
1. Please revise your disclosure to identify your major (89%)
customer. See Item 101(b)(6) of Regulation S-B.
Market for Common Equity and Related Stockholder Matters, page 7
2. Please provide the disclosure required by Item 201(d) of
Regulation S-B.
Recent Sales of Unregistered Securities, page 7
3. We note your disclosure of recent sales of unregistered
securities. Please furnish the complete disclosure required by
Item
701 of Regulation S-B. In this regard, please indicate the
section
of the Securities Act or the rule of the Commission under which
exemption from registration was claimed and state briefly the
facts
relied upon to make the exemption available. Please provide us
with
your legal analysis as to why these issuances of securities should
not be integrated and should not have been registered under the
Securities Act.
4. We note that you disclose that you do not have a sufficient
number
of authorized shares available to issue to convertible debt
holders
if they all converted their shares to common stock. Please
provide
greater disclosure as to how this miscalculation occurred and the
steps necessary to authorize additional shares.
5. Please revise the disclosure of your sales of unregistered
securities in this section to ensure that it is internally
consistent
and consistent with the disclosure under Liquidity and Capital
Resources. You also should include the issuances of convertible
notes in this disclosure.
Management`s Discussion and Analysis or Plan of Operation, page 9
6. If material, please file your agreement with Joe Theismann as
an
exhibit. See Item 601(b)(10) of Regulation S-B.
7. Please revise your disclosure to identify the party to whom you
sold 2.5% of your future revenues from your NFL, NBA and possible
MLB
licenses.
Liquidity and Capital Resources, page 11
8. Please include in your disclosure the impact on liquidity of
the
terms of your Securities Purchase Agreement with AJW Offshore
Ltd.,
AJW Qualified Partners, LLC, AJW Partners, LLC and Millennium
Capital
Partners II, LLC. Please add disclosure that addresses the
possibility that the number of shares you issue in connection with
a
draw down under the Securities Purchase Agreement will be based
upon
a discount to the then-prevailing market price and, as a result,
the
lower the stock price at the time of the draw down, the more
common
shares the stockholder will receive. To the extent that these
investors receive and then sell their common stock, the common
stock
price may decrease due to the additional shares in the market.
This
could allow these investors to receive even greater amounts of
common
stock, the sales of which would further depress the stock price.
9. We note the chart you included on page 7 of your Schedule 14C
concerning the amount of shares you would be required to issue
under
the terms of the Securities Purchase Agreement based on market
prices
of 25%, 50% and 75% below the market price of $0.0016. Please
expand
your disclosure to provide a similar chart in your discussion of
the
Securities Purchase Agreement.
10. Please expand your discussion to disclose your liquidity on
both
a short-term and long-term basis and your ability to fund your
operations. See Item 303 of Regulation S-B.
11. Please expand your disclosure to include your default of the
requirement that you effectuate a registration statement within
150
days from the sale of convertible securities.
12. Please disclose the amount of the unpaid royalty payments due
on
your sports licenses.
Controls and Procedures, page 18
13. Please expand your discussion to disclose whether you believe
the
steps you have taken will correct your material deficiencies and
significant weakness and when you expect the changes to be
effective.
Exhibits, page 24
14. We note your discussion in your Management`s Discussion and
Analysis or Plan of Operation of several licensing agreements.
For
example, you discuss entering into licensing agreements with DPI,
the
NFL, the Arena Football League and the NBA. Please file these
agreements. See Item 601(b)(10) of Regulation S-B.
Form 10-QSB for the Fiscal Quarter Ended May 31, 2005
Notes to Condensed Consolidated Financial Statements as of May 31,
2005, page 7
Note 6, page 14
15. We note that you purchased 15,000,000 shares of your common
stock
from your Chief Executive Officer and his wife for $30,000.
Please
advise us whether the purchases were on comparable terms to recent
issuances and provide similar disclosure in future reports.
Controls and Procedures, page 24
16. Please update your discussion to disclose your progress in
correcting your material deficiencies and weaknesses and when you
anticipate that they will be corrected.
Change in Securities and Use of Proceeds, page 25
17. Please identify the person(s) or the class of person(s) that
purchased the securities issued. These securities appear to have
been issued in exchange for services rendered. Please state the
value of the services rendered. Also, please ensure that this
disclosure is consistent with your disclosure of the sales of
securities found in your Management`s Discussion and Analysis of
Financial Condition and Results of Operations.
Schedule 14C filed September 6, 2005
Amendment to the Articles of Incorporation, page 4
18. In the first paragraph, you indicate that you propose to
increase
the number of authorized shares to 10,000,000,000, yet, in the
notice
to stockholders, you indicate that this amount is 15,000,000,000.
Please reconcile these amounts.
19. In the first paragraph of this disclosure you state that a
majority of stockholders had approved the amendment to your
Certificate of Incorporation. It appears from the context that it
was the board that approved the amendment. Please revise.
2005 Incentive Stock Option Plan, page 15
20. Please provide all of the information required by Item 1 of
Schedule 14C and Item 10 of Schedule 14A. Please file the stock
option plan as an appendix to the information statement. See
Instruction 3 to Item 10 of Schedule 14A.
* * * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure 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
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 our review of your filing or in
response to our comments on your filing.
Please contact Scott Anderegg, Staff Attorney, at (202) 551-
3342, Ellie Quarles, Special Counsel, at (202) 551- 3238 or me at
(202) 551-3720 with any questions.
Sincerely,
H. Christopher Owings
Assistant Director
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Paul Lipschutz
Collectible Concepts Group, Inc.
September 14, 2005
Page 6
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