SEC Company Response from AXM PHARMA INC (CIK 0001113643) — Jun 10, 2005
AXM PHARMA INC (CIK 0001113643)
Date: June 10, 2005 · CIK: 0001113643 · Accession: 0001121781-05-000152
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”), enclosed herewith please find Pre-Effective Amendment Number 2 to the Company’s Registration Statement, as filed on Form S-3 on this same date. 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.
We received a comment from your offices on June 6, 2005 regarding the Pre-Effective Amendment filed on May 26, 2005. The comment inquired as to whether or not the shares the Company registered as “issued pursuant to consulting agreements,” have already been issued. We informed Albert Lee of the SEC that all such shares have been issued and pursuant to that conversation, filed only our response to the comment. Subsequently, Mr. Lee informed us that the Company would have to revise its Registration Statement to specifically state when the shares were issued to the consultants. Accordingly, we have filed this Pre-Effective Amendment Number 2.
Additionally, we revised the “Information Incorporated by Reference” section of the registration statement to include all of the current reports on Form 8-K that have been filed since December 31, 2004, the end of the fiscal year covered by the annual report referred to in that same section. During the revision of the registration statement, we realized that mistakenly, only those current reports filed since the date the Company filed its annual report (April 15, 2005) were listed.
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. Response Letter 6/10/05 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 8, 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”), enclosed herewith please find Pre-Effective Amendment Number 2 to the Company’s Registration Statement, as filed on Form S-3 on this same date. 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. We received a comment from your offices on June 6, 2005 regarding the Pre-Effective Amendment filed on May 26, 2005. The comment inquired as to whether or not the shares the Company registered as “issued pursuant to consulting agreements,” have already been issued. We informed Albert Lee of the SEC that all such shares have been issued and pursuant to that conversation, filed only our response to the comment. Subsequently, Mr. Lee informed us that the Company would have to revise its Registration Statement to specifically state when the shares were issued to the consultants. Accordingly, we have filed this Pre-Effective Amendment Number 2. Additionally, we revised the “Information Incorporated by Reference” section of the registration statement to include all of the current reports on Form 8-K that have been filed since December 31, 2004, the end of the fiscal year covered by the annual report referred to in that same section. During the revision of the registration statement, we realized that mistakenly, only those current reports filed since the date the Company filed its annual report (April 15, 2005) were listed. 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.