SEC Company Response from XTREME COMPANIES INC (CIK 0001114908) — Sep 16, 2005
XTREME COMPANIES INC (CIK 0001114908)
Date: Sept. 16, 2005 · CIK: 0001114908 · Accession: 0001231742-05-000590
AI Filing Summary & Sentiment
File numbers found in text: 333-127825
Referenced dates: August 11, 2005, August 11, 2005, September 15, 2005
Letter
Delivered by electronic submission via EDGAR, and US Mail United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 7010 Washington, DC 20549 Attn: Ms. Pamela A. Long
Re: Xtreme Companies, Inc. Registration Statement on Form SB-2 Filed August 24, 2005 Amendment No. 1 to Registration Statement on Form SB-2 Filed August 25, 2005 File Number: 333-127825
Dear Ms. Long:
I am securities counsel for Xtreme Companies, Inc. (the "Company"). I enclose for filing under the Securities Act of 1933, as amended, Amendment No. 2 to Registration Statement No. 333-127825, together with certain exhibits thereto (the "Registration Statement").
Amendment No. 2 to the Registration Statement contains revisions that have been made in response to comments received from the staff of the Securities and Exchange Commission (the "Staff") in their letter dated September 15, 2005.
Set forth below are the Company's responses to the Staff's comments. The numbering of the responses corresponds to the numbering of comments in the letter from the Staff.
General -------
Comment 1. We note that it appears you have had a change in accountants from Michael Johnson & Co. LLC to Jaspers + Hall, PC. It does not appear, however, that you have filed a Form 8-K to disclose information related to this change. Please file an Item 4.01 Form 8-K as soon as possible. For guidance on this issue, please se Item II.P.1 of our Current Accounting and Disclosure Issues updated March 4, 2005 on our web site at: http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P729_125588.
Response 1. The Company filed an 8-K regarding the change in auditors on September 15, 2005.
Comment 2. Please be advised that following the effectiveness of your registration statement, you must file a prospectus supplement: - whenever you exercise the right to put shares to Preston Capital under the standby Investment Agreement; and - to reflect changes in selling security holder information, including sales of material amounts of securities.
Response 2. The Company will comply with the Staff's comment.
Risk Factors, page 4 ----------------------- We may not be able to raise sufficient funds page 7 -------------------------------------------------------------
Comment 3. Please update the assumed offering price of your stock, here and throughout your document, to reflect the amount stated on the cover to the registration statement.
Response 3. The Company has complied with the Staff's comment.
Selling Securityholders, page 10 -----------------------------------
Comment 4. We note your response to our comment 7 of our letter dated August 11, 2005 but do not see where you made this change. Footnote 3 to the beneficial ownership table describes 1,700,000 shares currently held by Dutchess Private Equities Fund as well as debentures convertible into 3,306,666 shares of common stock. Taken together, it appears that if Dutchess Private Equities Fund converted all of its debentures into common stock, it would hold 5,006,666 shares of common stock, rather than the 5,402,667 shares that the table states are being offered by this shareholder. In that regard, we reissue comment 7 of our letter dated August 11, 2005.
Response 4. The Company has complied with the Staff's comment.
If you have further questions or comments, please feel free to contact us. We are happy to cooperate in any way we can.
Regards,
/s/ Amy M. Trombly
Show Raw Text
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Trombly Business Law
1163 Walnut Street, Suite 7
Newton, MA 02461
Telephone (617) 243-0060
Facsimile (309) 406-1426
Amy M. Trombly, Esq.
amy@tromblybusinesslaw.com
September 16, 2005
Delivered by electronic submission via EDGAR, and US Mail
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, DC 20549
Attn: Ms. Pamela A. Long
Re: Xtreme Companies, Inc.
Registration Statement on Form SB-2
Filed August 24, 2005
Amendment No. 1 to Registration Statement on Form SB-2
Filed August 25, 2005
File Number: 333-127825
Dear Ms. Long:
I am securities counsel for Xtreme Companies, Inc. (the "Company"). I enclose
for filing under the Securities Act of 1933, as amended, Amendment No. 2 to
Registration Statement No. 333-127825, together with certain exhibits thereto
(the "Registration Statement").
Amendment No. 2 to the Registration Statement contains revisions that have been
made in response to comments received from the staff of the Securities and
Exchange Commission (the "Staff") in their letter dated September 15, 2005.
Set forth below are the Company's responses to the Staff's comments. The
numbering of the responses corresponds to the numbering of comments in the
letter from the Staff.
General
-------
Comment 1. We note that it appears you have had a change in accountants from
Michael Johnson & Co. LLC to Jaspers + Hall, PC. It does not appear, however,
that you have filed a Form 8-K to disclose information related to this change.
Please file an Item 4.01 Form 8-K as soon as possible. For guidance on this
issue, please se Item II.P.1 of our Current Accounting and Disclosure Issues
updated March 4, 2005 on our web site at:
http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P729_125588.
Response 1. The Company filed an 8-K regarding the change in auditors on
September 15, 2005.
Comment 2. Please be advised that following the effectiveness of your
registration statement, you must file a prospectus supplement:
- whenever you exercise the right to put shares to Preston Capital under the
standby Investment Agreement; and
- to reflect changes in selling security holder information, including sales
of material amounts of securities.
Response 2. The Company will comply with the Staff's comment.
Risk Factors, page 4
-----------------------
We may not be able to raise sufficient funds page 7
-------------------------------------------------------------
Comment 3. Please update the assumed offering price of your stock, here and
throughout your document, to reflect the amount stated on the cover to the
registration statement.
Response 3. The Company has complied with the Staff's comment.
Selling Securityholders, page 10
-----------------------------------
Comment 4. We note your response to our comment 7 of our letter dated August
11, 2005 but do not see where you made this change. Footnote 3 to the
beneficial ownership table describes 1,700,000 shares currently held by Dutchess
Private Equities Fund as well as debentures convertible into 3,306,666 shares of
common stock. Taken together, it appears that if Dutchess Private Equities Fund
converted all of its debentures into common stock, it would hold 5,006,666
shares of common stock, rather than the 5,402,667 shares that the table states
are being offered by this shareholder. In that regard, we reissue comment 7 of
our letter dated August 11, 2005.
Response 4. The Company has complied with the Staff's comment.
If you have further questions or comments, please feel free to contact us. We
are happy to cooperate in any way we can.
Regards,
/s/ Amy M. Trombly
Amy M. Trombly
Counsel for Xtreme Companies, Inc.
cc: Xtreme Companies, Inc.
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