SEC Comment Letter for Gridline Communications Corp (CIK 0001304075) — Mar 1, 2005
Gridline Communications Corp (CIK 0001304075)
Date: March 1, 2005 · CIK: 0001304075 · Accession: 0000000000-05-009684
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February 28, 2005
Via Facsimile at 920-803-8136 and U.S. Mail
Gerard Werner
President and Chief Executive Officer
North Shore Capital IV, Inc.
2209 Pershing Avenue
Sheboygan, Wisconsin 53083
Re: North Shore Capital IV Inc.
Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder
Filed February 22, 2005
File Number 5-80563
Dear Mr. Werner:
We have the following comments on your filing.
General
1. Please advise us as to why the information being filed pursuant
to
Rule 14f-1 was filed under Gridline Communications Corp`s CIK on
EDGAR. It would appear that you intended for this filing to be
made
by North Shore Capital IV Inc., however, you have not submitted
this
filing for the appropriate company on EDGAR. Please re-file this
document or tell us why you believe it is appropriate to make this
submission for Gridline Communications.
2. Please revise to ensure that you have provided all of the
information required pursuant to Item 7(d) of Schedule 14A. For
example, you indicate that Messrs. Orji and Jackson and Ms.
Jefferson
are independent, however, it is not clear by what independence
standards you are measuring their independence. Are you adhering
to
the definition of independence of a national securities exchange
or
national securities association? See Item 7(d)(2)(ii) of Schedule
14A. Further, it does not appear that you have included
information
regarding the company`s shareholder communications process or told
us
why you do not believe additional information is required. Note
that
even where the company does not have any defined policy or
procedures
for shareholder recommendations, you must provide the basis for
the
board`s apparent view that it is appropriate not to have a policy
regarding the consideration of director candidates recommended by
security holders and a process for security holders to send
communications to the board pursuant to Items 7(d)(2)(i),
7(d)(2)(ii)(F) and 7(h)(1) of Schedule 14A.
3. See the penultimate paragraph on page 11. We note your
indication
that you assume "no responsibility for the accuracy or
completeness"
of the information provided by Gridline concerning Gridline and
the
executive officers and directors. Disclaimers regarding the
accuracy
or completeness of information reported are inappropriate. Please
revise to remove this disclaimer.
Voting Securities and Principal Holders Thereof, page 2
4. In the future, please note that the footnotes to the beneficial
ownership table should identify the natural person who controls,
i.e.
voting or investment power, the stock owned by the entities listed
in
the table. See Exchange Act Rule 13d-3. For example, you should
have disclosed the natural person who controls the common stock
owned
by Goldstein & Faucett LLP, Aventura Holdings, Reich Capital, and
Avercap, among others.
Closing comment
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
------
Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence. If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.
Please direct any questions regarding our comments to me at
(202) 942-2801. You may also reach me via facsimile at (202) 942-
9638.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and
Acquisitions
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North Shore Capital IV Inc.
February 28, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE
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