SEC Comment Letter for XETHANOL CORP (CIK 0001145061) — Dec 14, 2005
XETHANOL CORP (CIK 0001145061)
Date: Dec. 14, 2005 · CIK: 0001145061 · Accession: 0000000000-05-062271
AI Filing Summary & Sentiment
File numbers found in text: 333-129191
Referenced dates: November 16, 2005, November 16, 2005
Letter
December 14, 2005 Via U.S. mail and facsimile Mr. Christopher d`Arnaud-Taylor Chief Executive Officer Xethanol Corporation 1185 Avenue of the Americas, 20th Floor New York, NY 10036
Re: Xethanol Corporation Amendment No. 1 to Registration Statement on Form SB-2 Filed December 6, 2005 File No. 333-129191
Dear Mr. d`Arnaud-Taylor:
We have reviewed your amended filing and your response and have the following comments. 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.
Cover Page of Registration Statement
1. We read your response to comment three of our letter dated November 16, 2005 and note that your calculation of the registration fee does not appear to conform to the requirements of Rule 457(g). In this regard, we note that you are required to use the highest amount of the three options set forth in the second sentence of Rule 457(g). Based on those alternatives, it appears that the highest amount was either option (2) or (3). Hence, you should have calculated your registration fee based on a price of $4.95 per share. Please revise your table accordingly.
Selling Stockholders, page 45
2. We read your response to comment 11 of our letter dated November 16, 2005 and note that it appears that you are unable to make the representations set forth in our comment. As such, please identify Brookstreet Securities Corporation as an underwriter throughout your prospectus, including on the cover page. 3. The number of shares beneficially owned by Mr. Jed Schutz after your offering does not appear to be correct. Please revise accordingly.
4. Please disclose the natural persons with dispositive voting or investment control of C&H Capital and Stern & Co.
The Fusion Transaction, page 54
5. We read your response to comment 16 of our letter dated November 16, 2005. Please revise your response to address the fact that Fusion Capital has the right to acquire 5,000,000 shares of your common stock.
Item 26. Recent Sales of Unregistered Securities, page II-1
6. Please provide the information required by Item 701(d) of Regulation S-B with respect to the options you have issued under your equity compensation plan. In the regard, we note the disclosure in the last sentence of the second paragraph.
Item 27. Exhibits, page II-3
7. It appears that certain exhibits have been incorporated by reference to Exchange Act filings. Please identify the incorporated exhibits and the filing to which you incorporate by reference. See Item 601(a)(2) of Regulation of Regulation S-B.
* * * *
As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter that is filed on EDGAR with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
Please contact Andrew Schoeffler, Staff Attorney, at (202) 551- 3748 or, in his absence, Chris Edwards, Special Counsel, at (202) 551-3742 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
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<TYPE>LETTER
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<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
December 14, 2005
Via U.S. mail and facsimile
Mr. Christopher d`Arnaud-Taylor
Chief Executive Officer
Xethanol Corporation
1185 Avenue of the Americas, 20th Floor
New York, NY 10036
Re: Xethanol Corporation
Amendment No. 1 to Registration Statement on Form SB-2
Filed December 6, 2005
File No. 333-129191
Dear Mr. d`Arnaud-Taylor:
We have reviewed your amended filing and your response and
have
the following comments. 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.
Cover Page of Registration Statement
1. We read your response to comment three of our letter dated
November 16, 2005 and note that your calculation of the
registration
fee does not appear to conform to the requirements of Rule 457(g).
In this regard, we note that you are required to use the highest
amount of the three options set forth in the second sentence of
Rule
457(g). Based on those alternatives, it appears that the highest
amount was either option (2) or (3). Hence, you should have
calculated your registration fee based on a price of $4.95 per
share.
Please revise your table accordingly.
Selling Stockholders, page 45
2. We read your response to comment 11 of our letter dated
November
16, 2005 and note that it appears that you are unable to make the
representations set forth in our comment. As such, please
identify
Brookstreet Securities Corporation as an underwriter throughout
your
prospectus, including on the cover page.
3. The number of shares beneficially owned by Mr. Jed Schutz after
your offering does not appear to be correct. Please revise
accordingly.
4. Please disclose the natural persons with dispositive voting or
investment control of C&H Capital and Stern & Co.
The Fusion Transaction, page 54
5. We read your response to comment 16 of our letter dated
November
16, 2005. Please revise your response to address the fact that
Fusion Capital has the right to acquire 5,000,000 shares of your
common stock.
Item 26. Recent Sales of Unregistered Securities, page II-1
6. Please provide the information required by Item 701(d) of
Regulation S-B with respect to the options you have issued under
your
equity compensation plan. In the regard, we note the disclosure
in
the last sentence of the second paragraph.
Item 27. Exhibits, page II-3
7. It appears that certain exhibits have been incorporated by
reference to Exchange Act filings. Please identify the
incorporated
exhibits and the filing to which you incorporate by reference.
See
Item 601(a)(2) of Regulation of Regulation S-B.
* * * *
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
that
is filed on EDGAR with your amendment that keys your responses to
our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, Chris Edwards, Special Counsel, at (202)
551-3742 with any questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Mr. Robert H. Cohen, Esq.
Greenberg Traurig, LLP
MetLife Building
200 Park Avenue, 15th Floor
New York, NY 10166
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Mr. Christopher d'Arnaud-Taylor
Xethanol Corporation
December 14, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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