SEC Comment Letter for Avicena Group, Inc. (CIK 0001317092) — Nov 10, 2005
Avicena Group, Inc. (CIK 0001317092)
Date: Nov. 10, 2005 · CIK: 0001317092 · Accession: 0000000000-05-057286
AI Filing Summary & Sentiment
File numbers found in text: 333-129536
Letter
Mail Stop 3561 November 10, 2005 Dr. Belinda Tsao Nivaggioli, CEO Avicena Group, Inc. 228 Hamilton Avenue, Third Floor Palo Alto, CA 94301
Re: Avicena Group, Inc. Registration Statement on Form SB-2 Field August November 7, 2005 File No. 333-129536
Dear Dr. Nivaggioli:
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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. Please file on EDGAR all correspondence that has not been previously filed. For example, please file the company`s correspondence of September 21, 2005.
Principal Stockholders, page 46
2. We note that in the selling stockholders section, Karen Georgiou is listed as owning 4,900,000 shares of common stock prior to the offering or 9.5% of the shares outstanding. It appears that Karen Georgiou would be a beneficial owner and should be listed in the principal stockholders section as required by Item 403(a) of Regulation S-B.
3. Please describe any arrangements that may result in a change in control as required by Item 403(c) of Regulation S-B.
Part II
Item 26. Recent Sale of Unregistered Securities
4. Please disclose the notes issued by the company between August 2005 and October 2005. See Item 701 of Regulation S-B.
Exhibits
5. Please file on EDGAR exhibit 10.10 with all appendixes.
* * * * *
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 response 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 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.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of effectiveness 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 connection with our review of your filing or in response to our comments on your filing.
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 Babette Cooper at (202) 551-3396 or Terence O`Brien at (202) 551-3355 if you have questions regarding comments on the financial statements and related matters. Questions on other disclosure issues may be directed to Thomas Kluck at (202) 551- 3233, or to Mike Karney, who supervised the review of your filing, at (202) 551-3847.
Sincerely,
John Reynolds
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 3561
November 10, 2005
Dr. Belinda Tsao Nivaggioli, CEO
Avicena Group, Inc.
228 Hamilton Avenue, Third Floor
Palo Alto, CA 94301
Re: Avicena Group, Inc.
Registration Statement on Form SB-2
Field August November 7, 2005
File No. 333-129536
Dear Dr. Nivaggioli:
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please file on EDGAR all correspondence that has not been
previously filed. For example, please file the company`s
correspondence of September 21, 2005.
Principal Stockholders, page 46
2. We note that in the selling stockholders section, Karen
Georgiou
is listed as owning 4,900,000 shares of common stock prior to the
offering or 9.5% of the shares outstanding. It appears that Karen
Georgiou would be a beneficial owner and should be listed in the
principal stockholders section as required by Item 403(a) of
Regulation S-B.
3. Please describe any arrangements that may result in a change in
control as required by Item 403(c) of Regulation S-B.
Part II
Item 26. Recent Sale of Unregistered Securities
4. Please disclose the notes issued by the company between August
2005 and October 2005. See Item 701 of Regulation S-B.
Exhibits
5. Please file on EDGAR exhibit 10.10 with all appendixes.
* * * * *
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 response 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 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.
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 Babette Cooper at (202) 551-3396 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters. Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233,
or to Mike Karney, who supervised the review of your filing, at
(202)
551-3847.
Sincerely,
John Reynolds
Assistant Director
cc: Douglas R. Newkirk, Esq.
Fax (312) 207-6400
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Dr. Belinda Tsao Nivaggioli
Avicena Group, Inc.
November 10, 2005
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