SEC Comment Letter for SPEEDHAUL HOLDINGS, INC. (CIK 0001111284) — May 12, 2005
SPEEDHAUL HOLDINGS, INC. (CIK 0001111284)
Date: May 12, 2005 · CIK: 0001111284 · Accession: 0000000000-05-023464
AI Filing Summary & Sentiment
File numbers found in text: 333-121764
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April 27, 2005
Andrew Norins
President
Speedhaul Holdings, Inc.
7 Bayhill Boulevard
Monroe, NJ 08831
Re: Speedhaul Holdings, Inc.
Amended Registration Statement on Form SB-2
File No. 333-121764
Filed on April 21, 2005
Dear Mr. Norins:
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form SB-2
Segway III Corp. Financial Statements as of December 31, 2003
Report of Independent Registered Public Accounting Firm
1. We note your response to our prior comment 3. We note that the
independent auditors` report included in this filing refers to
"generally accepted accounting principles." Please obtain and
include a revised independent auditors` report for the financial
statements to be included in the Form SB-2 to appropriately
indicate
that your the financial statements were presented, in all material
respects, in conformity with accounting principles generally
accepted
in the United States of America.
Part II
Recent Sales of Unregistered Securities - Page II-2
2. Please reconcile the issuances of shares in this section to the
issuances appearing in the Statement of Stockholders` Equity for
the
period March 31, 2000 through September 30, 2004. We note the
issuances of 39,900 shares and 20,000 shares in the Statement for
the
period January 1, 2003-September 30, 2004, which do not appear in
the
Part II disclosure. Similarly, we note the issuance of 60,100
shares
in Part II which is not included in the Statement.
* * *
As appropriate, please amend your registration statement 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.
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 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.
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.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Tara Harkins at (202) 824-5496, or N. Jay
Webb
at (202) 942-1812 if you have questions regarding comments on the
financial statements and related matters. Please contact Dan
Duchovny at (202) 551-3619 or me at (202) 824-5697 with any other
questions.
Sincerely,
Russell Mancuso
Branch Chief
cc (via fax): Gregg E. Jaclin, Esq. ((732) 577-1188)
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Andrew Norins
Speedhaul Holdings, Inc.
April 27, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
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