SEC Company Response from MATHSTAR INC (CIK 0001118037) — Oct 24, 2005

MATHSTAR INC (CIK 0001118037)
Date: Oct. 24, 2005 · CIK: 0001118037 · Accession: 0001104659-05-049786

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AI Filing Summary & Sentiment

File numbers found in text: 333-127164

Date

October 24, 2005

Author

Not clearly detected

Form

CORRESP

Company

MATHSTAR INC (CIK 0001118037)

Letter

Re: MathStar, Inc.

October 24, 2005

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Via EDGAR

Washington, D.C. 20549

Registration Statement on Form S-1, as amended

File No. 333-127164

Ladies and Gentlemen:

On behalf of MathStar, Inc. (“MathStar” or the “company”), the undersigned hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 4:30 p.m., Eastern time, on October 26, 2005, or as soon thereafter as is practicable.

MathStar hereby acknowledges 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.

Please let me know if you have any questions or desire any additional information regarding this request or the Registration Statement.

Very truly yours,
MathStar, Inc.

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CORRESP
1
filename1.htm

October 24, 2005

  United
  States Securities and Exchange Commission

  Division of
  Corporation Finance

  100 F
  Street, N.E.

  Via EDGAR

  Washington,
  D.C. 20549

  Re:                              MathStar, Inc.

  Registration Statement on Form S-1, as
  amended

  File No. 333-127164

Ladies and Gentlemen:

On behalf of MathStar, Inc. (“MathStar” or the “company”), the undersigned hereby
requests acceleration of the effectiveness of the above-referenced Registration
Statement to 4:30 p.m., Eastern time, on October 26, 2005, or as soon
thereafter as is practicable.

MathStar hereby acknowledges
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.

Please let me know if you have
any questions or desire any additional information regarding this request or
the Registration Statement.

Very truly yours,

  MathStar, Inc.

  /s/ Douglas
  M. Pihl

  By –

  Douglas M. Pihl

  Its:

  Chairman of
  the Board, President and

  Chief
  Executive Officer

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