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SEC Company Response from Lite Strategy, Inc. (LITS) (CIK 0001262104) (LITS) — Feb 18, 2010

Lite Strategy, Inc. (LITS) (CIK 0001262104)
Date: Feb. 18, 2010 · CIK: 0001262104 · Accession: 0000950123-10-013994

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Referenced dates: February 16, 2010

Date
February 18, 2010
Author
/s/ David Seaton
Form
CORRESP
Company
Lite Strategy, Inc. (LITS) (CIK 0001262104)

Letter

Division of Corporation Finance Mail Stop 4720 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Dear Mr. Abero:

On behalf of Marshall Edwards, Inc. (the “Company”), we are writing in response to the comment letter dated February 16, 2010 from you in connection with the Company’s Proxy Statement as filed on February 9, 2010.

For your convenience, the Company has restated your comments in full, followed by the Company’s response.

Proposal No. 1, page 7

Effects of the Reverse Stock Split, page 8

1.

We note that the proposed amendments to your Restated Certificate of Incorporation will not affect the number of authorized shares of Common Stock or preferred stock. Because the proposed amendments will reduce the number of issued and outstanding shares, those amendments will result in an increase in the number of authorized, but unissued, shares. Please revise your disclosure to discuss any plans to issue newly authorized shares as a result of the reverse stock split. If you have no such plans, please disclose that fact in your revised disclosure.

Response #1

The Company will address your comment with the appropriate disclosure under the section captioned “Effects of the Reverse Stock Split — Effect on Authorized Shares of Common Stock and Preferred Stock” on page 9 by adding the disclosure marked on the attached page of the proxy statement.

Any questions or comments regarding the foregoing should be directed to the undersigned in Australia at 011 61 2 9878 0088.

Very truly yours,
/s/ David Seaton

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CORRESP
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corresp

 Marshall Edwards, Inc.

140 Wicks Road

North Ryde, New South

Wales 2113

Australia

February 18, 2010

Mr. Sebastian Gomez Abero

Division of Corporation Finance

Mail Stop 4720

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Abero:

     On behalf of Marshall Edwards, Inc. (the “Company”), we are writing in response to the comment
letter dated February 16, 2010 from you in connection with the Company’s Proxy Statement as filed
on February 9, 2010.

     For your convenience, the Company has restated your comments in full, followed by the
Company’s response.

Proposal No. 1, page 7

Effects of the Reverse Stock Split, page 8

    1.

    We note that the proposed amendments to your Restated Certificate of Incorporation will
not affect the number of authorized shares of Common Stock or preferred stock. Because the
proposed amendments will reduce the number of issued and outstanding shares, those
amendments will result in an increase in the number of authorized, but unissued, shares.
Please revise your disclosure to discuss any plans to issue newly authorized shares as a
result of the reverse stock split. If you have no such plans, please disclose that fact in
your revised disclosure.

Response #1

     The Company will address your comment with the appropriate disclosure under the section
captioned “Effects of the Reverse Stock Split — Effect on Authorized Shares of Common Stock and
Preferred Stock” on page 9 by adding the disclosure marked on the attached page of the proxy
statement.

     Any questions or comments regarding the foregoing should be directed to the undersigned in
Australia at 011 61 2 9878 0088.

    Very truly yours,

    /s/ David Seaton

    David Seaton

    Acting Chief Executive Officer and

Chief Financial Officer