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SEC Comment Letter for Celsius Holdings, Inc. (CELH) (CIK 0001341766) (CELH) — Dec 20, 2005

Celsius Holdings, Inc. (CELH) (CIK 0001341766)
Date: Dec. 20, 2005 · CIK: 0001341766 · Accession: 0000000000-05-063040

AI Filing Summary & Sentiment

File numbers found in text: 333-129847

Date
December 19, 2005
Author
President
Form
UPLOAD
Company
Celsius Holdings, Inc. (CELH) (CIK 0001341766)

Letter

DIVISION OF CORP ORATION FINANC E Mail Stop 3561 December 19, 2005 Via U.S. Mail and Fax Kristian Kostovski President Vector Ventures Corp. Analipseos 30 Apt. #25 52236 Panorama Thessaloniki, Greece

Re: Vector Ventures Corp. F o r m S B - 2 Filed November 21, 2005 File No. 333-129847

Dear Mr. Kostovski:

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 deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments.

Please understand that the purpose of our re view 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.

Form SB-2

Fee Table 1. Please revise the fee table to list the warrants underlying each unit.

Kristian Kostovski Vector Vent ures Corp. Decem ber 19, 2005 Page 2

Prospectus Cover Page 2. Please delete repetitive disclosure from th e prospectus cover page. For example, the first and last paragraphs repeat in formation about the bank account where you will deposit investors’ funds and the return of funds if you do not sell all of the units before the expiration of the offering. 3. Revise the prospectus cover page to disclose the possibi lity of a 90 day extension of the offering period, as discussed on page 14 under “Terms of the Offering.” 4. To the extent that the common shares and warrants will detach and trade separately, please disclose when such an event will occur. In addition, disclose the trading market for each security, including the units, warrants and common stock. 5. Please clarify that your common stock will be sold on your behalf by Mr. Kostovski. Also disclose that Mr. Kostovs ki will not receive any commissions or proceeds from the offering for selling the shares on your behalf. 6. Please remove from the offering proceeds table the amount of proceeds you may receive upon exercise of the warrants, sin ce the potential exercise of the warrants in the future is too speculat ive to include in the table. 7. Please disclose whether or not there any arrangements to place the funds you receive from investors in an escrow or si milar account, and indicate that there are no minimum purchase requirements for an i nvestor. See Item 501(a)(9)(iii) of Regulation S-B.

Prospectus Summary, page 3

General Information, page 3 8. Please provide the definition of “explorati on stage corporation” set forth in Guide 7(a)(4)(i) to the Securities Act Industry Guides. Provide similar disclosure under the subheading “General Information” in the Description of Business section. 9. Disclose the location of your property, and that your sole director and executive officer currently resides in Greece. 10. You state that you issued 800,000 shares of common stock to your officer and director for the acquisition of the One Gun Project claims. Please revise to

Kristian Kostovski Vector Vent ures Corp. Decem ber 19, 2005 Page 3 clarify, if true, that, since the propert y is located in British Columbia, the Canadian Crown owns the property and th e company’s only right to the property consists of mining claims that are owned in the name of Kristian Kostovski, not Vector Ventures Corp. Disclose why the mining claims are held in trust by Mr. Kostovski on behalf of the company. Also revise the Description of Business section accordingly. 11. It appears that, under British Columbia law, title to British Columbia mining claims may only be held by residents of British Columbia. Please advise us in your response to this comment as to how your sole director a nd executive officer is in compliance with this requirement. 12. We note your statement in the last paragraph on page 1 that, “[w]e have no current public offering and no proposed public offering of our equity.” This statement is confusing as you are publicly offering equity securities through this registration statement. Please advise or delete this statement.

Offering, page 4 13. Indicate the percentage of your outstanding common stock that the number of shares being offered would repr esent following the offering. 14. Disclose the duration and exer cise price for the warrants, as well as the number of shares underlying each warrant.

Risk Factors, page 4

General 15. Include a new risk factor at the front of this section to disclose that your sole director and executive offi cer is currently enrolled in a university located in Greece, while the location of the company’ s sole mineral claim is in British Columbia, Canada.

Based on consumer demand, the growth and demand for any ore…, page 7 16. As the company is at the initial explorat ion stage, please limit your risk factors to those that are material to your current operations or opera tions that are attainable with the proceeds of the offering. In this re gard, this risk factor appears to be too remote to retain.

Kristian Kostovski Vector Vent ures Corp. Decem ber 19, 2005 Page 4

The loss of the services of Kristian Kostovski could severely impact our business.., page 17. Your reference to Mr. Kostovski’s expert ise appears to conflict with your prior risk factor on page 5 that states that Mr. Kostovski has no technical experience in mineral exploration. Please revise this risk factor to explain what professional expertise Mr. Kostovski brings to your company and why you are substantially dependent upon this expertise.

Dilution, page 12 18. Please also disclose the dilution per shar e to new investors assuming the exercise of all of the warrants included in the registration statement.

Plan of Distribution, page 13

Terms of the Offering, page 14 19. Please note that if you decide to extend the offering period, you should inform investors that their money will be prom ptly returned pursuant to the terms described in the prospectus unless the investors make an affirmative statement to you that they wish to subscr ibe to the extended offer. NorthTech must receive an investor’s affirmative statement prior to the original expiration date of the offering. Revise the “Terms of the Offeri ng” section to clarify that your company will comply with these requirements if the offering period is extended beyond the original expiration date.

Directors, Executive Officers, Promoters and Control Persons, page 15 20. Since Mr. Kostovski is your sole officer and director, where appropriate, refer to Mr. Kostovski rather than to the board of directors, the officer and director of the company, or management.

Resume, page 16 21. Please disclose that Mr. Kostovski also serves as a director of Alpha Motorsports, Inc.

Interest of Named Experts and Counsel, page 18 22. Please identify Lloyd C. Brewer as an expe rt and file his consent to being named as an expert and to your references to his Summary Report on the One Gun Project.

Kristian Kostovski Vector Vent ures Corp. Decem ber 19, 2005 Page 5 Description of Business, page 19 23. Disclose whether there are any plans to change the company’s business activities or to combine with another business. De scribe any events or circumstances that might cause the company’s plans to change.

General Information, page 23 24. Revise this section to disclose Lloyd C. Brewer’s conclusions, found in the Summary Report on the One Gun Project, that “the result s of the previous work carried out on the One Gun Project area i ndicates that there is strong potential for the discovery of addition [sic] silver, gold, lead and zinc mineralization.” Elaborate on Mr. Brewer’s bases for th at conclusion. In addition, clarify and explain whether this means there are exploitable mineral deposits in your claims areas.

Acquisition of the One Gun Project, page 25 25. Disclose here, and elsewhere in the do cument, that Madman Mining Co. Ltd. is owned by Lloyd C. Brewer. Also revi se to identify Mr. Lloyd Brewer’s relationship with your company. Disclose whether he is a consultant to your company. Discuss whether you have paid Mr. Brewer for consulting services in connection with the start-up of your opera tions, the extent and nature of those payments, and whether you have any agreements to use Mr. Brewer’s consulting services in the future, such as implemen ting Phase I of your exploration plans.

The Property, page 24 26. Please revise the description of the pr operty and your mining claims to explain them in clear terms rather than simply repeating the technical jargon from the summary report on the claim. In add ition, explain the sign ificance of your various descriptions. For example, what is the significance of the crosscuts and the information the crosscuts yielded to the company and its planned exploration activities? Revise throu ghout your business description.

Undertakings, page II-4 27. Please explain in your response letter w hy you have included the undertaking in paragraph (5), as it appears you are not relying on Rule 430A to omit information from the prospectus. If you decide to re tain this undertaking after responding to this comment, please revise the registra tion statement to include both subsections of the required Rule 430A undertaking, as se t forth in Item 512(f) of Regulation S-B.

Kristian Kostovski Vector Vent ures Corp. Decem ber 19, 2005 Page 6 28. Effective December 1, 2005, Item 512 of Regulation S-B was amended to include additional undertakings re quired in registration st atements filed under the Securities Act of 1933. The additions to It em 512, if applicable, must be included in any pre-effective amendment to a re gistration statement filed on or after December 1, 2005. See Question and Answ er 3, included in the Division of Corporation Finance’s “Securities Offe ring Reform Transition Questions and Answers,” available on our website at http://www.sec.gov/divisions/corpfin/transiti onfaq.htm. Please revise to include those additional undertakings that ar e applicable to your company.

Exhibits 29. Please file the trust agreement between V ector Ventures and Mr. Kostovski as an exhibit to the registration statement.

Opinion & Consent of Mich ael M. Kessler, Exhibit 5 30. Please revise the conclusion as to the legality of the issuance of these shares, under paragraph 6 of the opinion, to also st ate that the shares being offered are duly authorized.

* * * *

As appropriate, please amend your Form SB -2 in response to these comments. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please file on EDGAR 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 amendmen t 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 info rmed decision. Since the Company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures that they have made.

Notwithstanding our comments, in the even t 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:

Kristian Kostovski Vector Ventures Corp. December 19, 2005 Page 7 • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the st aff, 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 this ac tion as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they may re late 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 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate 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 a dvance of the requested effective date.

You may contact Adam Washecka, Sta ff Accountant, at (202) 551-33758 or Robert Littlepage, Accountant Branch Chie f, at (202) 551-3361 if you have questions regarding comments on the fina ncial statements and relate d matters. Please contact Derek Swanson, Staff Attorney, at (202)551-336 6, Kathleen Krebs, Special Counsel, at (202) 551-3810, or me at (202) 551-3810 with any other questions.

S i n c e r e l y ,

M i c h e l e M . A n d e r s o n L e g a l B r a n c h C h i e f

cc: Michael M. Kessler Via Facsimile: (916) 239-4008

Show Raw Text
UNITED STAT ES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 2 0549

       DIVISION OF
CORP ORATION FINANC E

Mail Stop 3561

December 19, 2005

Via U.S. Mail and Fax
Kristian Kostovski
President
Vector Ventures Corp.
Analipseos 30 Apt. #25
52236 Panorama
Thessaloniki, Greece

 Re: Vector Ventures Corp.
  F o r m  S B - 2
  Filed November 21, 2005
  File No. 333-129847

Dear Mr. Kostovski:

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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Please understand that the purpose of our re view 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.

Form SB-2

Fee Table
1. Please revise the fee table to list the warrants underlying each unit.

Kristian  Kostovski
Vector Vent ures Corp.
Decem ber 19, 2005
Page 2

Prospectus Cover Page
2. Please delete repetitive disclosure from th e prospectus cover page.  For example,
the first and last paragraphs repeat in formation about the bank account where you
will deposit investors’ funds and the return of funds if you do not sell all of the
units before the expiration of the offering.
3. Revise the prospectus cover page to disclose the possibi lity of a 90 day extension
of the offering period, as discussed on page 14 under “Terms of the Offering.”
4. To the extent that the common shares and warrants will detach and trade separately, please disclose when such an event will occur.  In addition, disclose
the trading market for each security, including the units, warrants and common stock.
5. Please clarify that your common stock will be sold on your behalf by Mr. Kostovski.  Also disclose that Mr. Kostovs ki will not receive any commissions or
proceeds from the offering for selling the shares on your behalf.
6. Please remove from the offering proceeds table the amount of proceeds you may receive upon exercise of the warrants, sin ce the potential exercise of the warrants
in the future is too speculat ive to include in the table.
7. Please disclose whether or not there any arrangements to place the funds you
receive from investors in an escrow or si milar account, and indicate that there are
no minimum purchase requirements for an i nvestor.  See Item 501(a)(9)(iii) of
Regulation S-B.

Prospectus Summary, page 3

General Information, page 3
8. Please provide the definition of “explorati on stage corporation” set forth in Guide
7(a)(4)(i) to the Securities  Act Industry Guides.  Provide similar disclosure under
the subheading “General Information” in the Description of Business section.
9. Disclose the location of your property, and that your sole director and executive
officer currently resides in Greece.
10. You state that you issued 800,000 shares of common stock to your officer and director for the acquisition of the One Gun Project claims.  Please revise to

Kristian  Kostovski
Vector Vent ures Corp.
Decem ber 19, 2005
Page 3
clarify, if true, that, since the propert y is located in British Columbia, the
Canadian Crown owns the property and th e company’s only right to the property
consists of mining claims that are owned in the name of Kristian Kostovski, not
Vector Ventures Corp.  Disclose why the mining claims are held in trust by Mr.
Kostovski on behalf of the company.  Also revise the Description of Business
section accordingly.
11. It appears that, under British Columbia law, title to British Columbia mining
claims may only be held by residents of British Columbia.  Please advise us in
your response to this comment as to how your sole director a nd executive officer
is in compliance with this requirement.
12. We note your statement in the last paragraph on page 1 that, “[w]e have no
current public offering and no proposed public offering of our equity.”  This
statement is confusing as you are publicly offering equity securities through this
registration statement.  Please advise or delete this statement.

Offering, page 4
13. Indicate the percentage of your outstanding common stock that the number of
shares being offered would repr esent following the offering.
14. Disclose the duration and exer cise price for the warrants, as well as the number of
shares underlying each warrant.

Risk Factors, page 4

General
15. Include a new risk factor at  the front of this section to disclose that your sole
director and executive offi cer is currently enrolled in a university located in
Greece, while the location of the company’ s sole mineral claim is in British
Columbia, Canada.

Based on consumer demand, the growth  and demand for any ore…, page 7
16. As the company is at the initial explorat ion stage, please limit your risk factors to
those that are material to your current operations or opera tions that are attainable
with the proceeds of the offering.  In this re gard, this risk factor appears to be too
remote to retain.

Kristian  Kostovski
Vector Vent ures Corp.
Decem ber 19, 2005
Page 4

The loss of the services of Kristian Kostovski  could severely impact our business.., page
8
17. Your reference to Mr. Kostovski’s expert ise appears to conflict with your prior
risk factor on page 5 that  states that Mr. Kostovski has no technical experience in
mineral exploration.  Please revise this risk factor to explain what professional
expertise Mr. Kostovski brings to your  company and why you are substantially
dependent upon this expertise.

Dilution, page 12
18. Please also disclose the dilution per shar e to new investors assuming the exercise
of all of the warrants included in  the registration statement.

Plan of Distribution, page 13

Terms of the Offering, page 14
19. Please note that if you decide to extend  the offering period, you should inform
investors that their money will be prom ptly returned pursuant to the terms
described in the prospectus unless the investors make an  affirmative statement to
you that they wish to subscr ibe to the extended offer.  NorthTech must receive an
investor’s affirmative statement prior to  the original expiration date of the
offering.  Revise the “Terms of the Offeri ng” section to clarify that your company
will comply with these requirements if the offering period is extended beyond the
original expiration date.

Directors, Executive Officers, Promoters and Control Persons, page 15
20. Since Mr. Kostovski is your sole officer and director, where appropriate, refer to
Mr. Kostovski rather than to the board of directors, the officer and director of the
company, or management.

Resume, page 16
21. Please disclose that Mr. Kostovski also serves as a director of Alpha Motorsports, Inc.

Interest of Named Experts and Counsel, page 18
22. Please identify Lloyd C. Brewer as an expe rt and file his consent to being named
as an expert and to your references to his Summary Report on the One Gun
Project.

Kristian  Kostovski
Vector Vent ures Corp.
Decem ber 19, 2005
Page 5
Description of Business, page 19
23. Disclose whether there are any plans to change the company’s business activities
or to combine with another business.  De scribe any events or circumstances that
might cause the company’s plans to change.

General Information, page 23
24. Revise this section to disclose Lloyd C. Brewer’s conclusions, found in the
Summary Report on the One Gun Project, that “the result s of the previous work
carried out on the One Gun Project area i ndicates that there is  strong potential for
the discovery of addition [sic] silver, gold, lead and zinc mineralization.”
Elaborate on Mr. Brewer’s bases for th at conclusion.  In addition, clarify and
explain whether this means there are exploitable mineral deposits in your claims areas.

Acquisition of the One Gun Project, page 25
25. Disclose here, and elsewhere in the do cument, that Madman Mining Co. Ltd. is
owned by Lloyd C. Brewer.  Also revi se to identify Mr. Lloyd Brewer’s
relationship with your company.  Disclose whether he is a consultant to your
company.  Discuss whether you have paid Mr. Brewer for consulting services in
connection with the start-up of your opera tions, the extent and nature of those
payments, and whether you have any agreements to use Mr. Brewer’s consulting services in the future, such as implemen ting Phase I of your exploration plans.

The Property, page 24
26. Please revise the description of the pr operty and your mining claims to explain
them in clear terms rather than simply  repeating the technical jargon from the
summary report on the claim.  In add ition, explain the sign ificance of your
various descriptions.  For example, what is the significance of the crosscuts and
the information the crosscuts yielded to the company and its planned exploration
activities?  Revise throu ghout your business description.

Undertakings, page II-4
27. Please explain in your response letter w hy you have included the undertaking in
paragraph (5), as it appears you are not relying on Rule 430A to omit information
from the prospectus.  If you decide to re tain this undertaking after responding to
this comment, please revise the registra tion statement to include both subsections
of the required Rule 430A undertaking, as se t forth in Item 512(f) of Regulation
S-B.

Kristian  Kostovski
Vector Vent ures Corp.
Decem ber 19, 2005
Page 6
28. Effective December 1, 2005, Item 512 of Regulation S-B was amended to include
additional undertakings re quired in registration st atements filed under the
Securities Act of 1933.  The additions to It em 512, if applicable, must be included
in any pre-effective amendment to a re gistration statement filed on or after
December 1, 2005.  See Question and Answ er 3, included in the Division of
Corporation Finance’s “Securities Offe ring Reform Transition Questions and
Answers,” available on our website at
http://www.sec.gov/divisions/corpfin/transiti onfaq.htm.  Please revise to include
those additional undertakings that ar e applicable to your company.

Exhibits
29. Please file the trust agreement between V ector Ventures and Mr. Kostovski as an
exhibit to the registration statement.

Opinion & Consent of Mich ael M. Kessler, Exhibit 5
30. Please revise the conclusion as to the legality of the issuance of these shares,
under paragraph 6 of the opinion, to also st ate that the shares being offered are
duly authorized.

* * * *

As appropriate, please amend your Form SB -2 in response to these comments.
You may wish to provide us with marked copies of the amendm ent to expedite our
review.  Please file on EDGAR 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 amendmen t 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 info rmed decision.  Since the Company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of  the disclosures that they have made.

Notwithstanding our comments, in the even t 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:

Kristian Kostovski
Vector Ventures Corp.
December 19, 2005
Page 7
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, 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 this ac tion as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they may re late 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 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

You may contact Adam Washecka, Sta ff Accountant, at (202) 551-33758 or
Robert Littlepage, Accountant Branch Chie f, at (202) 551-3361 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Derek Swanson, Staff Attorney, at (202)551-336 6, Kathleen Krebs, Special Counsel, at
(202) 551-3810, or me at (202) 551-3810 with any other questions.

        S i n c e r e l y ,

        M i c h e l e  M .  A n d e r s o n
        L e g a l  B r a n c h  C h i e f

cc: Michael M. Kessler
 Via Facsimile: (916) 239-4008