SEC Company Response from Genesis Electronics Group, Inc. (CIK 0001302913) — Aug 11, 2005
Genesis Electronics Group, Inc. (CIK 0001302913)
Date: Aug. 11, 2005 · CIK: 0001302913 · Accession: 0001014897-05-000085
AI Filing Summary & Sentiment
File numbers found in text: 333-118993
Referenced dates: July 29, 2005
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Jody M. Walker
Attorney At Law
7841 South Garfield Way
Centennial, Colorado 80122
Telephone: 303-850-7637 Facsimile: 303-220-9902
jmwalker85@earthlink.net
August 11, 2005
Thomas A. Jones
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Pricester.com, Inc.
Amendment 10 to Registration Statement on
Form SB-2
File No. 333-118993
Dear Mr. Jones:
Upon further review of the comment letter dated July 29, 2005 and our
proposed responses in our correspondence dated August 8, 2005, rather
than responding to comment 3 as proposed, we propose to include the
following risk factor that sets forth the material difference between
the prices previously paid by selling shareholders and the offering
price of $2.50.
There is a large disparity between the offering price and the
prices at which selling shareholders acquired their common
shares.
The selling shareholders will sell their common shares at $2.50
per common share until our common shares are quoted on the OTC
Electronic Bulletin Board. Our officers, directors, affiliates
and promoters own 16,572,620 common shares constituting 74.29% of
Pricester Nevada outstanding common stock and are selling 779,620
common shares at the offering price of $2.50. However, our
officers, directors, affiliates and promoters acquired their
common shares for cash and services at the weighted average price
of only $.05 per common share. Additionally the remaining
selling shareholders who acquired their common shares for cash
and services ranging from only $.10 to $.40 per common share are
registering an additional 2,435,000 common shares to be sold at
$2.50 until our common shares are quoted on the OTC Electronic
Bulletin Board.
Pursuant Rule 461 of the Securities Act of 1933, Pricester.com, Inc., a
Nevada corporation hereby requests an acceleration of the effective
date of the registration statement on Form SB-2. Pricester.com, Inc.
requests an effective date of Thursday, August 11, 2005 at 3:00 p.m.
eastern time or as soon thereafter as possible.
Thomas A. Jones
Securities and Exchange Commission
August 11, 2005
Page 2
Pricester.com, Inc. confirms that it is aware of its obligations under
the Act. Pricester.com, Inc. hereby acknowledge that:
- should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the
filing;
- the action of the Commission or the staff, acting pursuant to
delegated authority, in 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
- the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
I appreciate your attention to this matter. Thank you for your time
and consideration in this matter. Please do not hesitate to contact
me if you require any further information or documentation regarding
the above.
Very truly yours,
/s/Jody M. Walker
------------------------------------
Jody M. Walker, Attorney At Law
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