SEC Comment Letter for China Foods Holdings Ltd. (CFOO) (CIK 0001310630) (CFOO) — Jun 3, 2005
China Foods Holdings Ltd. (CFOO) (CIK 0001310630)
Date: June 3, 2005 · CIK: 0001310630 · Accession: 0000000000-05-027555
AI Filing Summary & Sentiment
Letter
Mail Stop 0511 June 3, 2005 Anthony B. Escobar, President Trafalgar Resources, Inc. P. O. Box 2017 Sandy, UT 84091-2017
Re: Trafalgar Resources, Inc. Registration Statement on Form 10-SB File No. 1-32522 Filed June 3, 2005
Dear Mr. Escobar:
This is to advise you that we have reviewed only those portions of the above registration statement that relates to the disclosure type indicated in this letter and we have the following comments.
Part I
Item 5. Directors and Executive Officers, Promoters and Control Persons
1. Disclose under appropriate caption, any prior blank check experiences involving officers and directors of the company. Describe in column format the name of each company. Include the date of registration and file number with the Commission and the current status of the company`s filings. Also, state whether any acquisitions, business combinations, or mergers are pending, have occurred and the current operating status of each.
Part II
2. We direct your attention to the letter of January 21, 2000 to Mr. Ken Worm, Assistant Director of the OTC Compliance Unit at NASD. This letter indicates
our view that the securities issued by a blank check company cannot be resold under Rule 144 but must be registered under the Securities Act of 1933. Amend the registration statement, as necessary, to make the appropriate additions to conform to this comment.
No further review of your filing will be made at this time. You are requested to file an amendment on Form 10SB12G/A to include the necessary information within fifteen business days, or inform the staff prior to that time when the amendment will be made.
Other
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 for an informed decision. 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 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 be advised that your registration statement will automatically become effective 60 days after filing. Upon effectiveness, you will become subject to the reporting requirements of the Securities Exchange Act of 1934, even if we have not cleared your comments. Note that the NASD Bulletin Board will not accept your listing until we have cleared all comments. In the event that it appears that you will not be able to respond by the 60th day, you may wish to consider withdrawing your registration statement and refiling when you have prepared a response to our comments. In addition, should the filing become effective in its present form the Division would be required to consider what recommendation, if any, it should make to the Commission.
Please contact the undersigned at (202) 551-3790 or Goldie B. Walker, Financial Analyst, at (202) 551-3234 with any other questions.
Sincerely,
Michael E. Karney
Branch Chief (Legal)
Office of Emerging Growth Companies
Division of Corporation Finance
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0511 June 3, 2005
Anthony B. Escobar, President
Trafalgar Resources, Inc.
P. O. Box 2017
Sandy, UT 84091-2017
Re: Trafalgar Resources, Inc.
Registration Statement on Form 10-SB
File No. 1-32522
Filed June 3, 2005
Dear Mr. Escobar:
This is to advise you that we have reviewed only those
portions of the above registration statement that relates to the
disclosure type indicated in this letter and we have the following
comments.
Part I
Item 5. Directors and Executive Officers, Promoters and Control
Persons
1. Disclose under appropriate caption, any prior blank check
experiences involving officers and directors of the company.
Describe in column format the name of each company. Include the
date
of registration and file number with the Commission and the
current
status of the company`s filings. Also, state whether any
acquisitions, business combinations, or mergers are pending, have
occurred and the current operating status of each.
Part II
2. We direct your attention to the letter of January 21, 2000 to
Mr.
Ken Worm, Assistant Director of the OTC Compliance Unit at NASD.
This letter indicates
our view that the securities issued by a blank check company
cannot
be resold under Rule 144 but must be registered under the
Securities
Act of 1933. Amend the registration statement, as necessary, to
make the appropriate additions to conform to this comment.
No further review of your filing will be made at this time. You
are
requested to file an amendment on Form 10SB12G/A to include the
necessary information within fifteen business days, or inform the
staff prior to that time when the amendment will be made.
Other
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
for
an informed decision. 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 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 be advised that your registration statement will
automatically become effective 60 days after filing. Upon
effectiveness, you will become subject to the reporting
requirements of the Securities Exchange Act of 1934, even if we
have
not cleared your comments. Note that the NASD Bulletin Board will
not accept your listing until we have cleared all comments. In
the
event that it appears that you will not be able to respond by the
60th day, you may wish to consider withdrawing your registration
statement and
refiling when you have prepared a response to our comments. In
addition, should the filing become effective in its present form
the
Division would be required to consider what recommendation, if
any,
it should make to the Commission.
Please contact the undersigned at (202) 551-3790 or Goldie B.
Walker, Financial Analyst, at (202) 551-3234 with any other
questions.
Sincerely,
Michael E. Karney
Branch Chief (Legal)
Office of Emerging Growth Companies
Division of Corporation Finance
??
??
??
??
Anthony B. Escobar, President
Trafalgar Resources, Inc.
June 3, 2005
Page 3
</TEXT>
</DOCUMENT>