SEC Company Response from Hybrid Fuel Systems (CIK 0001107955) — Dec 12, 2005
Hybrid Fuel Systems (CIK 0001107955)
Date: Dec. 12, 2005 · CIK: 0001107955 · Accession: 0001231742-05-000824
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File numbers found in text: 333-129928
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December 12, 2005
Ms. Leddy Lynn
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Re: Hybrid Fuel Systems, Inc., (the "Company")
Registration Statement on Form SB-2, filed on November 23, 2005
File No. 333-129928
Dear Ms. Lynn:
In response to your telephone conversation which took place today between
you and Darrin Ocasio, Esq. of Sichenzia Ross Friedman Ference LLP, securities
counsel to the Company, please see the below supplemental response describing
our calculation of the conversion price of the debenture.
Form SB-2
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General
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Convertible Debenture
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1. Please supplementally confirm to us the lowest closing bid price of the
common stock between October 18, 2005 and the date of the filing with the
Securities and Exchange Commission of a registration statement covering the
shares issuable under the debenture.
Response:
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Under the Debenture Agreement which the Company entered into with Dutchess,
the conversion price of the debenture is the lesser of $.27 per share or; (ii)
the lowest closing bid price of the common stock between October 18, 2005 and
the date of the filing with the Securities and Exchange Commission of a
registration statement covering the shares issuable under the debenture. The
registration statement on Form SB-2 was filed with the Securities and Exchange
Commission on November 23, 2005.
We reviewed Nasdaq.com and concluded that the lowest closing bid price from
October 18, 2005 through November 23, 2005 was on November 3, 2005, which was
$.28 per share. In accordance with the calculation of the conversion price as
set forth above, the conversion price of the debenture is $.27 per share.
Sincerely,
/s/ Mark Clancy
Mark Clancy
Chief Executive Officer
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