SEC Comment Letter for INTELLIGENT PROTECTION MANAGEMENT CORP. (IPM) (CIK 0001355839) (IPM) — Jun 20, 2006
INTELLIGENT PROTECTION MANAGEMENT CORP. (IPM) (CIK 0001355839)
Date: June 20, 2006 · CIK: 0001355839 · Accession: 0000000000-06-028916
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-132401
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 J u n e 2 0 , 2 0 0 6 Clifford Lerner Chief Executive Officer Etwine Holdings, Inc. 366 North Broadway, Suite 41042 Jericho, NY 11753
Re: eTwine Holdings, Inc. Amendment No. 2 to Registrati on Statement on Form SB-2 Filed June 9, 2006 File No. 333-132401
Dear Mr. Lerner:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note in your updated March 31, 2006 financ ial statement disclosure that the company collected $53,500 in subscriptions receivable from investors during 2006. $47,300 subscription receivables ar e outstanding as of March 31, 2006. These subscriptions receivable relate to 797,000 shares privately placed to 37 investors for $105,750 cash and $93,500 subscriptions receivable and 7.3 million shares issued to your founder in exch ange for a $7,300 subscription receivable, which has not been collected.
Clifford Lerner Etwine Holdings, Inc. June 20, 2006 Page 2 • Please clarify why there is a subscrip tion receivable for Darrell Lerner for the 7.3 million shares, since you disclose elsewhere that these shares were issued in exchange for his services. • The resale shares being registered include 600,000 shares beneficially owned by Clifford and Darrell Lerner and are part of the 7.3 million shares originally issued to Darre ll Lerner in exchange for the $7,300 subscription agreement. The resale shares also include the 797,000 shares privately placed with 37 investors and for which there are outstanding $40,000 subscriptions receivable. Please provide us your analysis whether the subscriptions receivable are considered valid and sufficient consideration under Delaware law in or der for legal counsel to opine that the shares being registered are fully paid and nonassessable. • Please file as an exhibit the purchase agreement for the private placement of 797,000 shares.
We may have further comments af ter we review your response.
As appropriate, please amend your regist ration 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 cove r 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 filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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 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:
should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e 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
Clifford Lerner Etwine Holdings, Inc. June 20, 2006 Page 3 the company may not assert staff comments a nd 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 advi sed that the Division of En forcement 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 rela te 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 acce leration 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 Patricia Armelin at (202) 551-3747 or in her absence, John Cash at (202) 551-3768 if you have questions rega rding comments on the financial statements and related matters. Please contact Brig itte Lippmann at (202) 551-3713 or in her absence, me at (202) 551-3760 if you have any other questions.
Sincerely,
Pamela A. Long
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
J u n e 2 0 , 2 0 0 6
Clifford Lerner
Chief Executive Officer
Etwine Holdings, Inc.
366 North Broadway, Suite 41042
Jericho, NY 11753
Re: eTwine Holdings, Inc.
Amendment No. 2 to Registrati on Statement on Form SB-2
Filed June 9, 2006
File No. 333-132401
Dear Mr. Lerner:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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 any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note in your updated March 31, 2006 financ ial statement disclosure that the
company collected $53,500 in subscriptions receivable from investors during 2006. $47,300 subscription receivables ar e outstanding as of March 31, 2006.
These subscriptions receivable relate to 797,000 shares privately placed to 37
investors for $105,750 cash and $93,500 subscriptions receivable and 7.3 million shares issued to your founder in exch ange for a $7,300 subscription receivable,
which has not been collected.
Clifford Lerner
Etwine Holdings, Inc. June 20, 2006
Page 2
• Please clarify why there is a subscrip tion receivable for Darrell Lerner for
the 7.3 million shares, since you disclose elsewhere that these shares were issued in exchange for his services.
• The resale shares being registered include 600,000 shares beneficially
owned by Clifford and Darrell Lerner and are part of the 7.3 million
shares originally issued to Darre ll Lerner in exchange for the $7,300
subscription agreement. The resale shares also include the 797,000 shares privately placed with 37 investors and for which there are outstanding
$40,000 subscriptions receivable. Please provide us your analysis whether
the subscriptions receivable are considered valid and sufficient
consideration under Delaware law in or der for legal counsel to opine that
the shares being registered are fully paid and nonassessable.
• Please file as an exhibit the purchase agreement for the private placement of 797,000 shares.
We may have further comments af ter we review your response.
As appropriate, please amend your regist ration 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 cove r 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 filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment 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 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:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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
Clifford Lerner
Etwine Holdings, Inc. June 20, 2006
Page 3
the company may not assert staff comments a nd 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 advi sed that the Division of En forcement 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 rela te 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 acce leration 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 Patricia Armelin at (202) 551-3747 or in her absence, John Cash
at (202) 551-3768 if you have questions rega rding comments on the financial statements
and related matters. Please contact Brig itte Lippmann at (202) 551-3713 or in her
absence, me at (202) 551-3760 if you have any other questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726