SEC Comment Letter for Charlie's Holdings, Inc. (CHUC) (CIK 0001134765) (CHUC) — May 23, 2005
Charlie's Holdings, Inc. (CHUC) (CIK 0001134765)
Date: May 23, 2005 · CIK: 0001134765 · Accession: 0000000000-05-025268
AI Filing Summary & Sentiment
File numbers found in text: 333-124897
Letter
Mail Stop 6010 May 23, 2005 Earnest Mathis, Jr. Chief Executive Officer VitaCube Systems Holdings, Inc. 480 S. Holly Street Denver, Colorado 80246
Re: VitaCube Systems Holdings Inc. Registration Statement on Form S-3 File Number 333-124897
Dear Mr. Mathis:
This is to advise you that we are not conducting a full review of the above registration statement. However, we will be monitoring your filing for inclusion of the delaying registration statement language on the cover page of your document. We will make no further review of this filing.
Once you have cleared our comments, we will act upon any request for acceleration of the effective date of the Form S-3 and pursuant to delegated authority, grant acceleration of the effective date. We will consider your request for acceleration as a confirmation of the fact that you are aware of your responsibilities under the Securities Act of 1933 and the Securities Act of 1934 as they relate to the proposed public offering.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. 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 the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Please contact Song P. Brandon at (202) 551-3621 with any questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
Show Raw Text
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Mail Stop 6010
May 23, 2005
Earnest Mathis, Jr.
Chief Executive Officer
VitaCube Systems Holdings, Inc.
480 S. Holly Street
Denver, Colorado 80246
Re: VitaCube Systems Holdings Inc.
Registration Statement on Form S-3
File Number 333-124897
Dear Mr. Mathis:
This is to advise you that we are not conducting a full
review
of the above registration statement. However, we will be
monitoring
your filing for inclusion of the delaying registration statement
language on the cover page of your document. We will make no
further
review of this filing.
Once you have cleared our comments, we will act upon any
request for acceleration of the effective date of the Form S-3 and
pursuant to delegated authority, grant acceleration of the
effective
date. We will consider your request for acceleration as a
confirmation of the fact that you are aware of your
responsibilities
under the Securities Act of 1933 and the Securities Act of 1934 as
they relate to the proposed public offering.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
Please contact Song P. Brandon at (202) 551-3621 with any
questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
cc: Gary A. Agron, Esq.
Law Office of Gary A. Agron
5445 DTC Parkway, Suite 520
Greenwood Village, Colorado 80111
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Earnest Mathis, Jr.
VitaCube Systems Holdings, Inc.
May 23, 2005
Page 1
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