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SEC Company Response from BIOSTEM, INC. (CIK 0001178377) — Oct 26, 2005

BIOSTEM, INC. (CIK 0001178377)
Date: Oct. 26, 2005 · CIK: 0001178377 · Accession: 0001332277-05-000129

AI Filing Summary & Sentiment

File numbers found in text: 000-49933

Referenced dates: October 25, 2005

Date
October 26, 2005
Author
Chief Executive Officer and President
Form
CORRESP
Company
BIOSTEM, INC. (CIK 0001178377)

Letter

DAVID M. LOEV, ATTORNEY AT LAW 2777 ALLEN PARKWAY, SUITE 1000 HOUSTON, TX 77019 TELEPHONE (713) 524-4110 FACSIMILE (713) 524-4122 October 26, 2005 Ms. Amanda McManus VIA FAX AT(202) 772-9209 Division of Corporate Finance ------------------------ United States Securities and Exchange Commission AND VIA EDGAR 450 Fifth Street, N.W. ------------- Washington, D.C. 20549 Phone: (202) 551-3412

RE: National Parking Systems, Inc. File No. 000-49933 Preliminary Information Statement on Form 14C Filed on October 11, 2005

Dear Ms. McManus:

In response to your letter dated October 25, 2005, National Parking Systems, Inc. (the "Company") has the following responses:

1) We have revised our information statement to briefly state the reasons for the proposed name change to BioStem, Inc., namely that the Company is making the name change to look more attractive for a merger or acquisition with companies in the stem cell field. The Company has not however entered into any preliminary or definitive agreements with any companies in connection with a merger or acquisition, and has no agreement to do so.

2) The amendment to the Articles regarding the Directors being governed by the Bylaws was not meant to amend the Company's Bylaws. Instead, the Company had been advised from other counsel, that its reading of the Articles as written requires the Company to have three (3) Board of Directors at all times. The Company, through the proposed amendment simply wished to clarify its original intention, that while the Company was originally formed with three (3) directors, that the number and election of Directors should be governed by the Bylaws. In this regard, the Company is revising its proposed amendment to its Articles of Incorporation to state the following:

"The number of the directors may, pursuant to the Bylaws, be increased or decreased by the Board of Directors at any time, provided there shall be no less than one (1) nor more than nine (9) Directors."

Yours Very Truly,

/s/ John S. Gillies ----------------------------------- John S. Gillies, Associate David M. Loev, Attorney at Law

<PAGE>

NATIONAL PARKING SYSTEMS, INC. 200 HANOVER PARK SUITE 120 ATLANTA, GA 30350 TELEPHONE (770) 650-0102 FACSIMILE (770) 650-7215

October 26, 2005

Amanda McManus VIA FAX AT(202) 772-9209 Division of Corporate Finance ------------------------ United States Securities and Exchange Commission AND VIA EDGAR Mail Stop 4561 ------------- 450 Fifth Street, N.W. Washington, D.C. 20549 Phone: (202) 551-3412

RE: National Parking Systems, Inc. File No. 000-49933 Preliminary Information Statement on Form 14C Filed on October 11, 2005

Dear Ms. McManus:

National Parking Systems, Inc. (the "Company") acknowledges that:

o the Company is responsible for the adequacy and accuracy of the disclosure in the filling;

o staff comments or changes made in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

o the Company may not asset staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
/s/ Marc Ebersole
--------------------------
Marc Ebersole,
Chief Executive Officer and President

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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<TEXT>

                         DAVID M. LOEV, ATTORNEY AT LAW
                         2777 ALLEN PARKWAY, SUITE 1000
                                HOUSTON, TX 77019
                            TELEPHONE (713) 524-4110
                            FACSIMILE (713) 524-4122

                                October 26, 2005

Ms. Amanda McManus                                    VIA FAX AT(202) 772-9209
Division of Corporate Finance                         ------------------------
United States Securities and Exchange Commission            AND VIA EDGAR
450 Fifth Street, N.W.                                      -------------
Washington, D.C. 20549
Phone: (202) 551-3412

RE:     National  Parking  Systems,  Inc.
        File  No.  000-49933
        Preliminary  Information  Statement  on  Form  14C
        Filed  on  October  11,  2005

Dear  Ms.  McManus:

     In  response  to  your  letter  dated  October  25,  2005, National Parking
Systems,  Inc.  (the  "Company")  has  the  following  responses:

1)  We  have  revised our information statement to briefly state the reasons for
the proposed name change to BioStem, Inc., namely that the Company is making the
name  change  to look more attractive for a merger or acquisition with companies
in the stem cell field. The Company has not however entered into any preliminary
or  definitive  agreements  with  any  companies  in connection with a merger or
acquisition, and has no agreement to do so.

2)  The  amendment to the Articles regarding the Directors being governed by the
Bylaws  was  not  meant  to amend the Company's Bylaws. Instead, the Company had
been  advised  from  other  counsel, that its reading of the Articles as written
requires  the  Company  to  have  three (3) Board of Directors at all times. The
Company,  through  the  proposed amendment simply wished to clarify its original
intention,  that  while  the  Company  was  originally  formed  with  three  (3)
directors,  that  the number and election of Directors should be governed by the
Bylaws.  In  this  regard, the Company is revising its proposed amendment to its
Articles of Incorporation to state the following:

     "The  number  of  the  directors  may, pursuant to the Bylaws, be increased
     or decreased by the Board of Directors at any time, provided there shall be
     no less than one (1) nor more than nine (9) Directors."

                         Yours  Very  Truly,

                         /s/ John S. Gillies
                         -----------------------------------
                         John  S.  Gillies,  Associate
                         David  M.  Loev,  Attorney  at  Law

<PAGE>

                         NATIONAL PARKING SYSTEMS, INC.
                                200 HANOVER PARK
                                    SUITE 120
                                ATLANTA, GA 30350
                            TELEPHONE (770) 650-0102
                            FACSIMILE (770) 650-7215

                                October 26, 2005

Amanda McManus                                        VIA FAX AT(202) 772-9209
Division of Corporate Finance                         ------------------------
United States Securities and Exchange Commission            AND VIA EDGAR
Mail Stop 4561                                              -------------
450 Fifth Street, N.W.
Washington, D.C. 20549
Phone: (202) 551-3412

RE:     National Parking Systems, Inc.
        File  No.  000-49933
        Preliminary Information Statement on Form  14C
        Filed  on  October  11,  2005

Dear Ms. McManus:

National Parking Systems, Inc. (the "Company") acknowledges that:

     o    the  Company  is  responsible  for  the  adequacy  and accuracy of the
          disclosure in the filling;

     o    staff  comments  or  changes  made  in  response  to staff comments do
          not  foreclose  the  Commission from taking any action with respect to
          the filing; and

     o    the  Company  may  not  asset  staff  comments  as  a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

                               Very truly yours,

                               /s/ Marc Ebersole
                               --------------------------
                               Marc Ebersole,
                               Chief Executive Officer and President

<PAGE>

</TEXT>
</DOCUMENT>