SEC Comment Letter for TXP CORP (CIK 0001171749) — Jul 22, 2005
TXP CORP (CIK 0001171749)
Date: July 22, 2005 · CIK: 0001171749 · Accession: 0000000000-05-037838
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Mail Stop 4-6
July 22, 2005
Michael T. Williams, Esq.
Williams Law Group, P.A.
2503 West Gardner Court
Tampa, FL 33611
Re: Stock Market Solutions, Inc.
Preliminary Schedule 14A
Filed on June 17, 2005
Dear Mr. Williams:
We have limited review of your above-referenced filing to
the
reverse stock split and the stock issuance to Texas Prototypes,
Inc.
and have the following comments. If you disagree, we will
consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Schedule 14A
Reverse Stock Split
1. It appears that the reverse split and increase in authorized
shares are being taken in order to effectuate the reverse merger
with
Texas Prototypes, Inc. (TXP). Because it appears that there may
not
be a separate opportunity for shareholders to receive a disclosure
document concerning the reverse merger, information related to the
merger transaction should be provided in the information
statement.
See Note A to Schedule 14A. If there will not be a separate vote
on
the merger, please revise your document to provide all of the
information required by Item 14 of Schedule 14A.
2. We note that fractional shares will be cashed out such that
some
shares will be eliminated. Please provide an analysis of the
effect
of the split on the number of record holders.
3. Regarding the merger agreement, you state that you intend to
issue
94.7% of your outstanding common stock in exchange for all of the
outstanding shares of TXP. Tell us whether you plan to register
this
offer and sale. Alternatively, tell us what exemption from
registration you are relying upon for this distribution.
* * * * * *
Except for above-cited matters, we have not and do not intend
to
conduct any review of the information statement. In view of our
limited review, all persons who are by statute responsible for the
adequacy and accuracy of the filing are urged to be certain that
all
information required pursuant to the Securities Act of 1933 has
been
included.
You may wish to provide us with marked copies of the
amendment
to expedite our review. Please furnish a cover letter 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.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
- the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
- staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
- the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
Please address all comments to Maryse Mills-Apenteng at 202-
551-
3457 or, in her absence, to the undersigned at 202-551-3462. If
you
still require further assistance, you may contact Barbara C.
Jacobs,
Assistant Director at 202-551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
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Stock Market Solutions, Inc.
Michael Williams
July 22, 2005
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