SEC Comment Letter for Superstar Platforms Inc. (SPST) (CIK 0001192323) (SPST) — Jan 8, 2007
Superstar Platforms Inc. (SPST) (CIK 0001192323)
Date: Jan. 8, 2007 · CIK: 0001192323 · Accession: 0000000000-07-000822
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-136512
Referenced dates: September 26, 2006
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 October 10, 2006 Thomas McNeill, Vice President and Chief Financial Officer Simplagene USA, Inc. 500 Bi-County Boulevard Suite 400 Farmingdale, NY 11735-3940
Re: Simplagene USA, Inc. Registration Statement on Form SB-2 Filed August 11, 2006 File No. 333-136512
Dear Mr. McNeill:
We have reviewed your letter dated September 26, 2006 and have the following comments. Where indicated, we think you s hould revise your document in response to these comments. If you disagree, we will 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Thomas McNeill Simplagene USA, Inc. October 10, 2006 Page 2
Form 10-KSB for the year ended August 31, 2005
Controls and Procedures, page 9
1. We have considered your responses to prior comments 6 and 7. We appreciate your situation; however, we cannot concur with your position and the proposed course of action. Please comply with prior comments 6 and 7. Also revise to disclose that Mr. Laughlin is no long er employed by you and that since his departure he has been replaced. Finally, provide new certifica tions that include all of the representations set forth in Item 601(b)(31), except for representation (4)(c).
* * * * *
Closing Comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r 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 amendmen t 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 ev ent 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 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
Thomas McNeill Simplagene USA, Inc. October 10, 2006 Page 3
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 a confirmation of th e fact that those reque sting 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 Carmen Moncada-Terry at (202) 551-3687 or, in her absence, the undersigned, at (202) 551- 3740 with any questions.
Sincerely,
H. Roger Schwall
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
October 10, 2006
Thomas McNeill, Vice President and Chief Financial Officer
Simplagene USA, Inc.
500 Bi-County Boulevard
Suite 400
Farmingdale, NY 11735-3940
Re: Simplagene USA, Inc.
Registration Statement on Form SB-2
Filed August 11, 2006
File No. 333-136512
Dear Mr. McNeill:
We have reviewed your letter dated September 26, 2006 and have the following
comments. Where indicated, we think you s hould revise your document in response to
these comments. If you disagree, we will 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 on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Thomas McNeill
Simplagene USA, Inc.
October 10, 2006 Page 2
Form 10-KSB for the year ended August 31, 2005
Controls and Procedures, page 9
1. We have considered your responses to prior comments 6 and 7. We appreciate
your situation; however, we cannot concur with your position and the proposed
course of action. Please comply with prior comments 6 and 7. Also revise to
disclose that Mr. Laughlin is no long er employed by you and that since his
departure he has been replaced. Finally, provide new certifica tions that include
all of the representations set forth in Item 601(b)(31), except for representation
(4)(c).
* * * * *
Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r 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 amendmen t 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 ev ent 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 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
Thomas McNeill
Simplagene USA, Inc.
October 10, 2006 Page 3
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 a confirmation of th e fact that those reque sting 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 Carmen Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned, at (202) 551- 3740 with any questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: C. Moncada-Terry
VIA FACSIMILE
Michael Shef
Troutman Sanders LLP
212-704-5974