SEC Company Response from AXM PHARMA INC (CIK 0001113643) — Jun 7, 2005
AXM PHARMA INC (CIK 0001113643)
Date: June 7, 2005 · CIK: 0001113643 · Accession: 0001121781-05-000147
AI Filing Summary & Sentiment
File numbers found in text: 333-124945
Letter
Division of Corporate Finance Re: AXM Pharma, Inc. Registration Statement on Form S-3 File No. 333-124945
Dear Sir or Madam:
On behalf of our client, AXM Pharma, Inc. (the “Company”), we received a comment from your office on June 6, 2005, regarding the Company’s Amendment Number 1 to its Registration Statement on Form S-3. Please be advised that the initial registration statement was filed on May 16, 2005, but was not declared effective; an amended S-3 was filed on May 17, 2005, but was not declared effective; and Pre-Effective Amendment Number 1 was filed on May 26, 2005, but was also not declared effective. Pursuant to our recent telephone conversation with Albert Lee regarding the comment, below please find our response thereto.
1.
We note your response to comment 1. We understand the consultants receive shares during the term of the consulting agreement, therefore it appears that many of the shares issuable pursuant to consulting agreements are not yet issued. Please revise your registration statement to register only those shares, which are already issued. Please revise or advise.
Response:
After reviewing your comment and our records, we would like to clarify that all of the 725,000 shares listed in the Registration Statement as “issuable pursuant to consulting agreements,” have been issued. Therefore, we have not revised the registration statement.
Thank you for your attention to this matter. Please feel free to contact the undersigned if you have any questions regarding the registration statement or this letter.
Very truly yours,
/s/ Louis E. Taubman
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CORRESP 1 filename1.htm AXM Pharma, Inc. LAW OFFICES OF LOUIS E. TAUBMAN, P.C. 225 Broadway, Suite 1200 New York, New York 10007 (212) 732-7184 Fax: (212) 202-6380 E-mail: Louistlaw@aol.com June 7, 2005 U.S. Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549-0303 Re: AXM Pharma, Inc. Registration Statement on Form S-3 File No. 333-124945 Dear Sir or Madam: On behalf of our client, AXM Pharma, Inc. (the “Company”), we received a comment from your office on June 6, 2005, regarding the Company’s Amendment Number 1 to its Registration Statement on Form S-3. Please be advised that the initial registration statement was filed on May 16, 2005, but was not declared effective; an amended S-3 was filed on May 17, 2005, but was not declared effective; and Pre-Effective Amendment Number 1 was filed on May 26, 2005, but was also not declared effective. Pursuant to our recent telephone conversation with Albert Lee regarding the comment, below please find our response thereto. 1. We note your response to comment 1. We understand the consultants receive shares during the term of the consulting agreement, therefore it appears that many of the shares issuable pursuant to consulting agreements are not yet issued. Please revise your registration statement to register only those shares, which are already issued. Please revise or advise. Response: After reviewing your comment and our records, we would like to clarify that all of the 725,000 shares listed in the Registration Statement as “issuable pursuant to consulting agreements,” have been issued. Therefore, we have not revised the registration statement. Thank you for your attention to this matter. Please feel free to contact the undersigned if you have any questions regarding the registration statement or this letter. Very truly yours, /s/ Louis E. Taubman Louis E. Taubman cc. Song Brandon, Esq. AXM Pharma, Inc.