SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Sep 12, 2006
REED'S, INC. (REED) (CIK 0001140215)
Date: Sept. 12, 2006 · CIK: 0001140215 · Accession: 0000000000-06-044003
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-120451
Referenced dates: July 13, 2006
Letter
Mail Stop 3561 September 12, 2006 Christopher J. Reed Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, CA 90061
Re: Reed’s, Inc. Post-Effective Amendment No. 8 to Registration Statement on Form SB-2 Filed September 1, 2006 File No. 333-120451 Form 10-QSB for Fiscal Quarter Ended June 30, 2006 Filed August 21, 2006 File No. 1-32501
Dear Mr. Reed:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-QSB for Fiscal Quarter Ended June 30, 2006
Controls and Procedures, page 14 1. We refer you to comment 4 in our letter dated July 13, 2006 relating to the Form SB-2 filed on June 21, 2006, as it is also ap plicable here. You disclosed “[o]ur
Christopher J. Reed Reed’s, Inc. September 12, 2006 Page 2
principal executive officer and principal fina ncial officer concluded, as of the end of such period, that these disclosure cont rols and procedures are effective and designed to ensure that the information requi red to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported with in the requisite time peri ods.” Please revise to clarify, if true, that your principal executiv e officer and principal financial officer concluded that your disclosure controls and procedures ar e also effective to ensure that information required to be disclosed in the reports that y ou file or submit under the Exchange Act is accumulated an d communicated to your management, including your principal ex ecutive and principal financial officers, or persons performing similar functions, as appropria te to allow timely decisions regarding required disclosure. See Exch ange Act Rule 13a-15(e).
Exhibits 31 2. Please revise the 302 certif ication to specify the re port and identify the small business issuer in paragraph 1. Please note that the exact wording of the 302 certification provided in Item 601(b)( 31) of Regulation S-B is required.
******
As appropriate, please amend your Form 10- QSB in response to these comments. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested in formation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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 even t 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 purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filings;
Christopher J. Reed Reed’s, Inc. September 12, 2006 Page 3
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 a nd 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.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Kurt Murao, Attorney Advisor, at (202) 551-3338, Ellie Quarles, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other questions.
S i n c e r e l y ,
H. Christopher Owings A s s i s t a n t D i r e c t o r
cc: Jeffrey P. Berg, Esq. Fax: (310) 820-8859
Show Raw Text
Mail Stop 3561
September 12, 2006
Christopher J. Reed
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, CA 90061
Re: Reed’s, Inc.
Post-Effective Amendment No. 8 to Registration Statement on
Form SB-2
Filed September 1, 2006
File No. 333-120451
Form 10-QSB for Fiscal Quarter Ended June 30, 2006
Filed August 21, 2006
File No. 1-32501
Dear Mr. Reed:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-QSB for Fiscal Quarter Ended June 30, 2006
Controls and Procedures, page 14
1. We refer you to comment 4 in our letter dated July 13, 2006 relating to the Form SB-2 filed on June 21, 2006, as it is also ap plicable here. You disclosed “[o]ur
Christopher J. Reed
Reed’s, Inc.
September 12, 2006
Page 2
principal executive officer and principal fina ncial officer concluded, as of the end of
such period, that these disclosure cont rols and procedures are effective and
designed to ensure that the information requi red to be disclosed in our reports filed
or submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported with in the requisite time peri ods.” Please revise to
clarify, if true, that your principal executiv e officer and principal financial officer
concluded that your disclosure controls and procedures ar e also effective to ensure
that information required to be disclosed in the reports that y ou file or submit under
the Exchange Act is accumulated an d communicated to your management,
including your principal ex ecutive and principal financial officers, or persons
performing similar functions, as appropria te to allow timely decisions regarding
required disclosure. See Exch ange Act Rule 13a-15(e).
Exhibits 31
2. Please revise the 302 certif ication to specify the re port and identify the small
business issuer in paragraph 1. Please note that the exact wording of the 302
certification provided in Item 601(b)( 31) of Regulation S-B is required.
******
As appropriate, please amend your Form 10- QSB in response to these comments.
You may wish to provide us with marked copies of the amendm ent to expedite our
review. Please furnish a cover letter with your amendment that keys your responses to
our comments and provides any requested in formation. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filings;
Christopher J. Reed
Reed’s, Inc.
September 12, 2006
Page 3
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 a nd 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.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Kurt Murao, Attorney Advisor, at (202) 551-3338, Ellie Quarles,
Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other questions.
S i n c e r e l y ,
H. Christopher Owings
A s s i s t a n t D i r e c t o r
cc: Jeffrey P. Berg, Esq.
Fax: (310) 820-8859