SEC Comment Letter for Genesis Electronics Group, Inc. (CIK 0001302913) — Aug 2, 2005
Genesis Electronics Group, Inc. (CIK 0001302913)
Date: Aug. 2, 2005 · CIK: 0001302913 · Accession: 0000000000-05-039818
AI Filing Summary & Sentiment
File numbers found in text: 333-118993
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Mail Stop 6010
July 15, 2005
Joe Puentes
President
Pricester.com, Inc.
3900 Hollywood Blvd.
Suite 203
Hollywood, FL 33021
Re: Pricester.com, Inc.
Amendment No. 8 to Registration Statement on Form SB-2
Filed July 6, 2005
File No 333-118993
Dear Mr. Puentes:
We have reviewed your filing and have the following comments.
Where indicated, we think you should 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
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, 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.
Prospectus Summary, page 5
1. Please refer to prior comment 5. Disclose that you have
sufficient cash on hand to meet funding requirements for the next
60-
90 days.
Pricester Products and Services, page 30
2. Please refer to prior comment 7. Clarify whether the
infomercial
and commercial relate to all of your products and services or just
some, such as Pricester Complete. In addition, clarify the
reference
to "Live Ops or Distributors." Also, discuss the material terms
of
the agreement with MoreMedia Direct, such as the term of the
agreement and file the agreement as an exhibit.
Third Party Providers, page 33
3. Please refer to prior comment 3. Please quantify the amount of
revenue you have received from your relationship with World
Choice.
Also, clarify the references in the tables to "GDS Booking
Commission" and "Net Gross Sales" and update the second table
concerning Level 1 through November 30, 2004. In addition,
please
expand the tables to include an example or examples of the amount
of
revenue you would receive.
Certain Relationships and Related Transactions, page 49
4. Please refer to prior comment 1. Please briefly describe the
organizational and developmental services provided by Messrs.
Jordan
and Depelisi and disclose when they were provided. Also, clarify
the
reference to the value of the services.
5. Please refer to prior comments 8 and 11. Please quantify to
the
extent practical the effect on you from the transfer of shares
from
Mr. Puentes in April and May 2005, such as the reduced accounts
payable of $12,500.
As appropriate, please amend your registration 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
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.
You may contact Tara Harkins at (202) 551-3639 or Jay Webb
at
(202) 551-3603 if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3602 with any other questions.
Sincerely,
Thomas A. Jones
Senior Attorney
cc (via fax): Jody Walker, Esq.
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Joe Puentes
Pricester.com, Inc.
July 15, 2005
Page 1
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