SEC Comment Letter for TRUEYOU.COM (CIK 0001316924) — May 24, 2005
TRUEYOU.COM (CIK 0001316924)
Date: May 24, 2005 · CIK: 0001316924 · Accession: 0000000000-05-025521
AI Filing Summary & Sentiment
Letter
May 23, 2005 VIA U.S. MAIL AND FACSIMILE Mr. Alan Gelband Chief Executive Officer Trueyou.com, Inc. 750 Third Avenue, Suite 1600 New York, New York 10017
Re: Trueyou.com, Inc. Amendment No. 2 to Form 10-SB Registration Statement File No. 0-51158 Filed on May 17, 2005
Dear Mr. Gelband:
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 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Competition, page 5 1. We reissue our prior comment 5. Of the competitors you name, it appears that each is much larger than you. It is inappropriate for you to state that you compete with these companies because their resources and reach are much greater than yours. Therefore, please disclose the names of your competitors who are approximately the same size as you. Also, please disclose your competitive position by directly comparing your size with any competitor that you name. See Item 101(b)(4) of Regulation S-B.
Item 5, Directors and Executive Officers, Promoters and Control Persons, page 21 2. We note your response to our prior comment 9. Please disclose that following Mr. Gelband`s and Mr. Bieler`s initial directorship election, neither individual has sat for reelection, and neither individual will sit for reelection until your next annual meeting. Also, please disclose when your last annual meeting was held that allowed your shareholders to vote for directors. Further, please disclose when you plan to have your next annual meeting to allow your shareholders to elect directors.
* * * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. 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 urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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 filing;
* 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.
You may contact Robert Burnett, Staff Accountant, at (202) 942- 1809, or Michael Moran, Accounting Branch Chief, at (202) 942- 2823, if you have questions regarding comments on the financial statements and related matters. Please contact John Fieldsend, Staff Attorney, at (202) 824-5505 or me at (202) 942-1900 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0308
May 23, 2005
VIA U.S. MAIL AND FACSIMILE
Mr. Alan Gelband
Chief Executive Officer
Trueyou.com, Inc.
750 Third Avenue, Suite 1600
New York, New York 10017
Re: Trueyou.com, Inc.
Amendment No. 2 to Form 10-SB Registration Statement
File No. 0-51158
Filed on May 17, 2005
Dear Mr. Gelband:
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
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Competition, page 5
1. We reissue our prior comment 5. Of the competitors you name,
it
appears that each is much larger than you. It is inappropriate
for
you to state that you compete with these companies because their
resources and reach are much greater than yours. Therefore,
please
disclose the names of your competitors who are approximately the
same
size as you. Also, please disclose your competitive position by
directly comparing your size with any competitor that you name.
See
Item 101(b)(4) of Regulation S-B.
Item 5, Directors and Executive Officers, Promoters and Control
Persons, page 21
2. We note your response to our prior comment 9. Please disclose
that following Mr. Gelband`s and Mr. Bieler`s initial directorship
election, neither individual has sat for reelection, and neither
individual will sit for reelection until your next annual meeting.
Also, please disclose when your last annual meeting was held that
allowed your shareholders to vote for directors. Further, please
disclose when you plan to have your next annual meeting to allow
your
shareholders to elect directors.
* * * * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;
* 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.
You may contact Robert Burnett, Staff Accountant, at (202)
942-
1809, or Michael Moran, Accounting Branch Chief, at (202) 942-
2823,
if you have questions regarding comments on the financial
statements
and related matters. Please contact John Fieldsend, Staff
Attorney,
at (202) 824-5505 or me at (202) 942-1900 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Louis A. Bevilacqua, Esq.
Thelen Reid & Priest LLP
Via Fax: (202) 654-1804
??
??
??
??
Mr. Alan Gelband
Trueyou.com, Inc.
May 23, 2005
Page 1
</TEXT>
</DOCUMENT>