SEC Comment Letter for Asia Electrical Power International Group, Inc. (CIK 0001306046) — Jun 3, 2005
Asia Electrical Power International Group, Inc. (CIK 0001306046)
Date: June 3, 2005 · CIK: 0001306046 · Accession: 0000000000-05-027603
AI Filing Summary & Sentiment
File numbers found in text: 333-120114
Letter
Mail Stop 0308 June 2, 2005 Yulong Guo President #703-1112 West Pender Street Vancouver, BC V6E2S1 Canada
Re: Asia Electrical Power International Group, Inc. Amendment No. 2 to Registration Statement on Form SB-2 Filed May 10, 2005 File No. 333-120114
Dear Mr. Guo:
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.
We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Selling Security Holders, page 12 1. Disclosure throughout the prospectus indicates that you are registering 7,290,000 shares of common stock to be sold by selling shareholders. The table of selling shareholders indicates that shareholders are offering a total of 7,533,000 shares. Please reconcile and revise your disclosure as appropriate.
Financial Statements, page F-1 2. Your anticipated effective date does not fall within 90 days subsequent to the end of the fiscal year included in your registration statement. Please update your financial statements to include your balance sheet, statements of operations and accumulated earnings and cash flows as of December 31, 2004 and for the year then ended and your interim financial statements for the three month period ended March 31, 2005. See Rule 3-12(a) of Regulation S-X. * * * *
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 Brian McAllister, Staff Accountant, at (202) 551-3341 or Michael Moran, Accounting Branch Chief, at (202) 551- if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Benson, Staff Attorney, at (202) 551-3335 or David Mittelman, Legal Branch Chief, at (202) 551-3214 with any other questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
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Mail Stop 0308
June 2, 2005
Yulong Guo
President
#703-1112 West Pender Street
Vancouver, BC V6E2S1 Canada
Re: Asia Electrical Power International Group, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed May 10, 2005
File No. 333-120114
Dear Mr. Guo:
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.
We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other
aspect of our review. Feel free to call us at the telephone
numbers
listed at the end of this letter.
Selling Security Holders, page 12
1. Disclosure throughout the prospectus indicates that you are
registering 7,290,000 shares of common stock to be sold by selling
shareholders. The table of selling shareholders indicates that
shareholders are offering a total of 7,533,000 shares. Please
reconcile and revise your disclosure as appropriate.
Financial Statements, page F-1
2. Your anticipated effective date does not fall within 90 days
subsequent to the end of the fiscal year included in your
registration statement. Please update your financial statements
to
include your balance sheet, statements of operations and
accumulated
earnings and cash flows as of December 31, 2004 and for the year
then
ended and your interim financial statements for the three month
period ended March 31, 2005. See Rule 3-12(a) of Regulation S-X.
* * * *
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 Brian McAllister, Staff Accountant, at (202)
551-3341 or Michael Moran, Accounting Branch Chief, at (202) 551-
3841
if you have questions regarding comments on the financial
statements
and related matters. Please contact Matthew Benson, Staff
Attorney,
at (202) 551-3335 or David Mittelman, Legal Branch Chief, at (202)
551-3214 with any other questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Dena Khean
Asia Electrical Power International Group, Inc.
Via Fax - (604) 697-8898
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Yulong Guo
Asia Electrical Power International Group, Inc.
June 2, 2005
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