SEC Comment Letter for Planet Green Holdings Corp. (PLAG) (CIK 0001117057) (PLAG) — Oct 28, 2010
Planet Green Holdings Corp. (PLAG) (CIK 0001117057)
Date: Oct. 28, 2010 · CIK: 0001117057 · Accession: 0000000000-10-063938
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-169815
Letter
October 28, 2010 American Lorain Corporation c/o United Corporate Services, Inc. 202 South Minnesota Street Carson City, NV 89703
Re: American Lorain Corporation Registration Statement on Form S -3 Filed October 7, 2010 File No. 333-169815
Dear Si r or Madam :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond t o this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Registration Statement on Form S -3
General
1. Please be advised that comments on your Form 10 -K must be resolved before the desired effective date of your registration statement.
Organizational Structure, page 2
2. We note your disclosure regarding the “following chart” depicting your organizational structure. Please include the referenced chart in you r public filing; the chart appears to be missing.
American Lorain Corporation October 28, 2010 Page 2
Documents Incorporated by Reference, page 11
3. We note that this section does not explicitly cover reports filed after the date of the initial registration statement and prior to ef fectiveness of the registration statement . Please be advised that you need to update your incorporation by reference section to reflect reports that you file prior to effectiveness, including your Form 8 -K filed October 21, 2010. Refer to Question 123.05 of the Securities Act Forms Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/cfguidance.shtml .
Closing Comments
We urge all pe rsons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. 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 you request acceleration of the effective date of the pend ing registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting p ursuant 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 p ursuant to delegated authority, in declaring the filing effective, does not re lieve the company from its full responsibility for the adequacy and accuracy of the d isclosure in the filing; and
the company may not assert staff comments and t he 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.
Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as 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. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
American Lorain Corporation October 28, 2010 Page 3
Please contact Sean Donahue at (202) 551 -3579 or Alexandra M. Ledbetter at (202) 551-3317 with any questions.
Sincerely,
H. Roger Schwall
Assistant Director
Show Raw Text
October 28, 2010
American Lorain Corporation
c/o United Corporate Services, Inc.
202 South Minnesota Street
Carson City, NV 89703
Re: American Lorain Corporation
Registration Statement on Form S -3
Filed October 7, 2010
File No. 333-169815
Dear Si r or Madam :
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond t o this letter by amending your registration statement and providing
the requested information. Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to these comments, we may have additional comments.
Registration Statement on Form S -3
General
1. Please be advised that comments on your Form 10 -K must be resolved before the
desired effective date of your registration statement.
Organizational Structure, page 2
2. We note your disclosure regarding the “following chart” depicting your
organizational structure. Please include the referenced chart in you r public filing; the
chart appears to be missing.
American Lorain Corporation
October 28, 2010
Page 2
Documents Incorporated by Reference, page 11
3. We note that this section does not explicitly cover reports filed after the date of the
initial registration statement and prior to ef fectiveness of the registration statement .
Please be advised that you need to update your incorporation by reference section to
reflect reports that you file prior to effectiveness, including your Form 8 -K filed
October 21, 2010. Refer to Question 123.05 of the Securities Act Forms Compliance
and Disclosure Interpretations, available on our website at
http://www.sec.gov/divisions/corpfin/cfguidance.shtml .
Closing Comments
We urge all pe rsons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act
of 1933 and all applicable Securities Act rules require. 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 you request acceleration of the effective
date of the pend ing registration statement please provide a written statement from the
company acknowledging that:
should the Commission or the staff, acting p ursuant 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 p ursuant to delegated authority,
in declaring the filing effective, does not re lieve the company from its full
responsibility for the adequacy and accuracy of the d isclosure in the filing; and
the company may not assert staff comments and t he 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.
Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration statement
as 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. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
American Lorain Corporation
October 28, 2010
Page 3
Please contact Sean Donahue at (202) 551 -3579 or Alexandra M. Ledbetter at (202)
551-3317 with any questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Eric Lerner, Esq.
Kramer Levin Naftalis & Frankel LLP
Facsimile No. (212) 715 -8000