SEC Comment Letter for Neoview Holdings Inc. (CIK 0001314183) — Dec 22, 2005
Neoview Holdings Inc. (CIK 0001314183)
Date: Dec. 22, 2005 · CIK: 0001314183 · Accession: 0000000000-05-063505
AI Filing Summary & Sentiment
File numbers found in text: 333-122557
Letter
MAIL STOP 3561 via U.S. mail and facsimile Hao Liu, President Neoview Holdings, Inc. STE 401 3702 South Virginia Street, #G12 Reno, Nevada 89502
Re: Neoview Holdings, Inc. Form SB-2, Amendment 3, filed November 8, 2005 File No.: 333-122557
Dear Ms. Liu:
We have the following comments on your filing. 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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Growth of Internet Usage in China, page 15 1. We have reviewed your response to our prior comment number 3. However, it is necessary to update the last sentence of the first paragraph of this section. It contains statistics which date from the year 2002. That is too old to be helpful to investors and might cause confusion. Please disclose the basis for any new information and supplementally provide any publications, or excerpts from publication on which you rely.
Recent Sales of Unregistered Securities 2. Supplementally provide a legal analysis as to how you could sell to your two directors pursuant to Regulation S of the Securities Act of 1933 in view of the fact that they comprise all of management and your cover states that your "principal executive offices" are in Nevada.
Exhibits 3. Supplementally clarify which "Securities Act" you are referencing in Section 5.1.j of the Subscription Agreement which you have filed as Exhibit 99.2 with this Amendment 3. If it is a Canadian law, please explain why it is binding on a United States corporation. Also, supplementally provide a copy of the law you reference, or an excerpt therefrom. We may have further comment.
Closing Comments
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 supplemental 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.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact David Burton at (202) 551-3626 if you have questions regarding
comments on the financial statements and related matters. Please contact Susann Reilly at (202) 551-3236 with other questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
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December 21, 2005
MAIL STOP 3561
via U.S. mail and facsimile
Hao Liu, President
Neoview Holdings, Inc.
STE 401
3702 South Virginia Street, #G12
Reno, Nevada 89502
Re: Neoview Holdings, Inc.
Form SB-2, Amendment 3, filed November 8, 2005
File No.: 333-122557
Dear Ms. Liu:
We have the following comments on your filing. 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 supplemental
information
so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Growth of Internet Usage in China, page 15
1. We have reviewed your response to our prior comment number 3.
However, it is necessary to update the last sentence of the first
paragraph of this section. It contains statistics which date from
the year 2002. That is too old to be helpful to investors and
might
cause confusion. Please disclose the basis for any new
information
and supplementally provide any publications, or excerpts from
publication on which you rely.
Recent Sales of Unregistered Securities
2. Supplementally provide a legal analysis as to how you could
sell
to your two directors pursuant to Regulation S of the Securities
Act
of 1933 in view of the fact that they comprise all of management
and
your cover states that your "principal executive offices" are in
Nevada.
Exhibits
3. Supplementally clarify which "Securities Act" you are
referencing
in Section 5.1.j of the Subscription Agreement which you have
filed
as Exhibit 99.2 with this Amendment 3. If it is a Canadian law,
please explain why it is binding on a United States corporation.
Also, supplementally provide a copy of the law you reference, or
an
excerpt therefrom. We may have further comment.
Closing Comments
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 supplemental 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.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact David Burton at (202) 551-3626 if you have
questions regarding
comments on the financial statements and related matters. Please
contact Susann Reilly at (202) 551-3236 with other questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: Eileen Wan, Esquire
By facsimile at 604-669-5791
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Hao Liu, President
Neoview Holdings, Inc.
December 21, 2005
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