SEC Comment Letter for Celsius Holdings, Inc. (CELH) (CIK 0001341766) (CELH) — Jan 6, 2006
Celsius Holdings, Inc. (CELH) (CIK 0001341766)
Date: Jan. 6, 2006 · CIK: 0001341766 · Accession: 0000000000-06-000768
AI Filing Summary & Sentiment
File numbers found in text: 333-129847
Letter
DIVISION OF CORP ORATION FINANC E Mail Stop 3561 January 6, 2006 Via U.S. Mail and Fax Kristian Kostovski President Vector Ventures Corp. Analipseos 30 Apt. #25 52236 Panorama Thessaloniki, Greece
Re: Vector Ventures Corp. Amendment No. 1 to the Form SB-2 Filed December 23, 2005 File No. 333-129847
Dear Mr. Kostovski:
We have reviewed your filing and yo ur December 23, 2005 response letter and have the following comments. Where indicat ed, we think you should revise your Form SB-2 in response to these comments. If you disagree with any of our comments, 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 expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
We welcome any questions you may have about our comments or on any other aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this letter. Amendment No. 1 to the Form SB-2
General
1. We have considered your responses to prior comment 1 and 4, where you state that the units and warrants are not being registered. However, we note that you are planning to publicly offer and sell th e units listed in th e fee table of the registration statement, and that the units consist of one share of common stock
Kristian Kostovski Vector Vent ures Corp. January 6, 2006 Page 2 and two common stock purchase w arrants. As a result, at the sam e time you publicly offer and sell the un its, you also will be publicly offering and selling (1) the comm on stock underlying the units, (2 ) the w arrants underlying the units, and (3) the common stock underly ing th e warran ts. Because it appears th at you cannot rely on an exem ption from registra tion for the offer and sale of any of these securities, you should register and in clude all of the securities in the fee table of the registration s tatem ent, in cluding the units and the warrants underlying the units. F or guidance on how to calculate the registration fee for the units and warrants, please see our July 1997 Manua l of Publicly Available Telephone Interpretations, Section B—Securities Act Rules, interpretations 111 and 112. The telephone interpretations m anual is available on our website at http://www.sec.gov/interps/telephone.shtm l.
2. In light of our first com ment, above, pleas e also revise the cover page of the prospectus as follows: • Delete the f irst sen tence, as the se cond sentence d isclos es the securities th e company is offering; • Revise the f ourth and sixth sentences so that you refer to “un its” rath er than “shares ”; • Delete the first two sentences of th e second paragraph where you state that only the common stock is being register ed and the units and warrants are not being registered; • Since it app ears th at you r referen ces to “shares” is to shares of comm on st ock, please b e more specific and refer ei ther to common stock or shares of common stock; • Revise the third sentence of the second paragraph to sim ply state that the common stock and warrants will detach upon effectiveness of the registration statem ent; • State, if true, that there will be no p ublic m arket f or the units or warran ts; and • Revise the o ffering proceeds tab le to show the proceeds from the sale of the units rather than the sale of comm on stock.
Lastly, to make your cover page m ore readable, please do no t capitalize term s used for their plain m eaning, such as Common Stock, Comm on Stock Purchase Warrants, U nits and Director.
Description of Business, page 20
3. We note that the m aps on pages 29, 30 a nd 32 do not appear on EDGAR with this amendm ent. Please ensure that you incl ude your graphics with the next E DGAR filing of your registration statem ent.
Kristian Kostovski Vector Vent ures Corp. January 6, 2006 Page 3 Property, page 26
4. As requested by our prior comm ent 26, pleas e substantially revise your discussion of your property and m ineral claim s to re move your reliance on recitation of technical term s. As currently drafted, your disclosure does not provide context that will aid an averag e inve stor’s understanding of th e meaning of phrases such as “shear hosted polym etallic vein,” “hi gh-grade silver-lead float,” “shear-hosted quartz vein,” “gangue,” “geochem ical anom aly” and other tec hnical terms. W e also note that, even with the pres ent g lossary, the m eaning of m any of these term s is unclear in the discussion of your property and m ineral claim s.
Undertakings, page II-5
5. Please revise this section to include the undertaking set forth in Item 512( g)(2) of Regulation S-B.
Kristian Kostovski Vector Ventures Corp. January 6, 2006 Page 4 * * * *
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 th at keys your responses to our comments and provides any requested supplemental info rmation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendment and responses to our comments.
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, Staff Accountant, at (202) 551-3375 or Robert Littlepage, Accountant Branch Chief, at ( 202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Derek Swanson, Staff Attorney, at (202) 551-3366, Kath leen 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 ,
/ s / K a t h l e e n K r e b s F o r L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
cc: Michael Kessler Via Facsimile: (916) 239-4008
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UNITED STAT ES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 2 0549
DIVISION OF
CORP ORATION FINANC E
Mail Stop 3561
January 6, 2006
Via U.S. Mail and Fax
Kristian Kostovski
President
Vector Ventures Corp.
Analipseos 30 Apt. #25
52236 Panorama
Thessaloniki, Greece
Re: Vector Ventures Corp.
Amendment No. 1 to the Form SB-2
Filed December 23, 2005
File No. 333-129847
Dear Mr. Kostovski:
We have reviewed your filing and yo ur December 23, 2005 response letter and
have the following comments. Where indicat ed, we think you should revise your Form
SB-2 in response to these comments. If you disagree with any of our comments, 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 expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this information, we may or may not raise additional comments.
We welcome any questions you may have about our comments or on any other
aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
Amendment No. 1 to the Form SB-2
General
1. We have considered your responses to prior comment 1 and 4, where you state
that the units and warrants are not being registered. However, we note that you
are planning to publicly offer and sell th e units listed in th e fee table of the
registration statement, and that the units consist of one share of common stock
Kristian Kostovski
Vector Vent ures Corp.
January 6, 2006
Page 2
and two common stock purchase w arrants. As a result, at the sam e time you
publicly offer and sell the un its, you also will be publicly offering and selling (1)
the comm on stock underlying the units, (2 ) the w arrants underlying the units, and
(3) the common stock underly ing th e warran ts. Because it appears th at you
cannot rely on an exem ption from registra tion for the offer and sale of any of
these securities, you should register and in clude all of the securities in the fee
table of the registration s tatem ent, in cluding the units and the warrants underlying
the units. F or guidance on how to calculate the registration fee for the units and
warrants, please see our July 1997 Manua l of Publicly Available Telephone
Interpretations, Section B—Securities Act Rules, interpretations 111 and 112.
The telephone interpretations m anual is available on our website at
http://www.sec.gov/interps/telephone.shtm l.
2. In light of our first com ment, above, pleas e also revise the cover page of the
prospectus as follows:
• Delete the f irst sen tence, as the se cond sentence d isclos es the securities th e
company is offering;
• Revise the f ourth and sixth sentences so that you refer to “un its” rath er than
“shares ”;
• Delete the first two sentences of th e second paragraph where you state that
only the common stock is being register ed and the units and warrants are not
being registered;
• Since it app ears th at you r referen ces to “shares” is to shares of comm on st ock,
please b e more specific and refer ei ther to common stock or shares of
common stock;
• Revise the third sentence of the second paragraph to sim ply state that the
common stock and warrants will detach upon effectiveness of the registration
statem ent;
• State, if true, that there will be no p ublic m arket f or the units or warran ts; and
• Revise the o ffering proceeds tab le to show the proceeds from the sale of the
units rather than the sale of comm on stock.
Lastly, to make your cover page m ore readable, please do no t capitalize term s
used for their plain m eaning, such as Common Stock, Comm on Stock Purchase
Warrants, U nits and Director.
Description of Business, page 20
3. We note that the m aps on pages 29, 30 a nd 32 do not appear on EDGAR with this
amendm ent. Please ensure that you incl ude your graphics with the next E DGAR
filing of your registration statem ent.
Kristian Kostovski
Vector Vent ures Corp.
January 6, 2006
Page 3
Property, page 26
4. As requested by our prior comm ent 26, pleas e substantially revise your discussion
of your property and m ineral claim s to re move your reliance on recitation of
technical term s. As currently drafted, your disclosure does not provide context
that will aid an averag e inve stor’s understanding of th e meaning of phrases such
as “shear hosted polym etallic vein,” “hi gh-grade silver-lead float,” “shear-hosted
quartz vein,” “gangue,” “geochem ical anom aly” and other tec hnical terms. W e
also note that, even with the pres ent g lossary, the m eaning of m any of these term s
is unclear in the discussion of your property and m ineral claim s.
Undertakings, page II-5
5. Please revise this section to include the undertaking set forth in Item 512( g)(2) of
Regulation S-B.
Kristian Kostovski
Vector Ventures Corp.
January 6, 2006
Page 4
* * * *
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 th at keys your responses to our comments
and provides any requested supplemental info rmation. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
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, Staff Accountant, at (202) 551-3375 or Robert
Littlepage, Accountant Branch Chief, at ( 202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Derek Swanson, Staff Attorney, at (202) 551-3366, Kath leen 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 ,
/ s / K a t h l e e n K r e b s
F o r L a r r y S p i r g e l
A s s i s t a n t D i r e c t o r
cc: Michael Kessler
Via Facsimile: (916) 239-4008