SEC Comment Letter for Scienture Holdings, Inc. (SCNX) (CIK 0001382574) (SCNX) — Nov 18, 2008
Scienture Holdings, Inc. (SCNX) (CIK 0001382574)
Date: Nov. 18, 2008 · CIK: 0001382574 · Accession: 0000000000-08-057003
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-143767
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF COR MAIL STOP 7010 PORATION FINANCE November 18, 2008 By U.S . Mail and facsimile Mr. Mark Fingarson, President Bluebird Exploration Company c/o The Company Corporation 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Form 10-Q for the period ended June 30, 2008 Filed August 7, 2008
Re: Bluebird Exploration Company Definitive Information St atement on Schedule 14C Filed November 12, 2008 File No. 333-143767
Dear Mr. Fingarson: We have limited our review of your filings to the issues we have addressed in our comments. Where indicated, we think you shoul d revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. After reviewing this 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. Information Statement on Schedule 14C
Approval to Amend Certificate of Incorporation…, page 6
1. Disclose in a table or similar format th e number of shares of your common stock that will be: (i) issued and outstanding, (ii) authorized and reserved for issuance, and (iii) authorized but unreserved as a result of the adoption of the forward split.
Mr. Mark Fingarson Bluebird Exploration Company November 18, 2008 Page 2
2. You disclose in this caption that the appr oved stock split will occur at a ratio of 8:1. However, in the next sentence, you state that the ratio is 8:200. Please reconcile this apparent contra diction or advise us how to read these disclosures in a consistent manner.
Approval to Amend Certificate of Incorporat ion to Effect a Change of Name…, page 10
3. Please discuss the reasons for ch anging the name of the company.
Company Contact In formation, page 10 4. The telephone number you provide appears to be disconnected. Please include your correct telephone number. Quarterly Report on Form 10-Q for the Period Ending June 30, 2008
Controls and Procedures, page 15
5. We note your disclosure of several material weaknesses in your internal controls over financial reporting and your statemen t that there have been no significant changes in your internal controls. Please revise to state whether there have been any changes, as opposed to any significan t changes, in your internal controls given the implementation of corrective measur es to address the identified internal control weaknesses. Also discuss the timeframe w ithin which you expect the measures to be fully implemented and the weaknesses to be fully addressed. 6. It appears that you have not included the disclosure required by Item 307 of Regulation S-K. Please update your fili ng by disclosing the required information concerning your disclosure controls and procedures. Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent 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 letter s greatly facilitate our review. Please understand that we may have additional commen ts 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 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 they have made.
Mr. Mark Fingarson Bluebird Exploration Company November 18, 2008 Page 3
When responding to our comments, please provide a written statement from the company acknowledging the following:
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 comment s do not foreclose the Commission from taking a ny action with respect to the filing; and
the company may not assert staff comme nts 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 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. Please contact John Lucas at (202) 551-5798 or, in his absence, Carmen Moncada-Terry at (202) 551-3687 with any questions.
Sincerely,
Roger Schwall, Assistant Director
cc: J. Lucas
Thomas E. Puzzo, Esquire (206) 260-0111
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
COR MAIL STOP 7010 PORATION FINANCE
November 18, 2008
By U.S . Mail and facsimile
Mr. Mark Fingarson, President
Bluebird Exploration Company
c/o The Company Corporation 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808
Re: Bluebird Exploration Company
Definitive Information St atement on Schedule 14C
Filed November 12, 2008
File No. 333-143767
Form 10-Q for the period ended June 30, 2008
Filed August 7, 2008
Dear Mr. Fingarson:
We have limited our review of your filings to the issues we have addressed in our
comments. Where indicated, we think you shoul d revise your documents in response to
these comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. After reviewing this 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.
Information Statement on Schedule 14C
Approval to Amend Certificate of Incorporation…, page 6
1. Disclose in a table or similar format th e number of shares of your common stock
that will be: (i) issued and outstanding, (ii) authorized and reserved for issuance,
and (iii) authorized but unreserved as a result of the adoption of the forward split.
Mr. Mark Fingarson
Bluebird Exploration Company
November 18, 2008 Page 2
2. You disclose in this caption that the appr oved stock split will occur at a ratio of
8:1. However, in the next sentence, you state that the ratio is 8:200. Please
reconcile this apparent contra diction or advise us how to read these disclosures in
a consistent manner.
Approval to Amend Certificate of Incorporat ion to Effect a Change of Name…, page 10
3. Please discuss the reasons for ch anging the name of the company.
Company Contact In formation, page 10
4. The telephone number you provide appears to be disconnected. Please include
your correct telephone number.
Quarterly Report on Form 10-Q for the Period Ending June 30, 2008
Controls and Procedures, page 15
5. We note your disclosure of several material weaknesses in your internal controls
over financial reporting and your statemen t that there have been no significant
changes in your internal controls. Please revise to state whether there have been
any changes, as opposed to any significan t changes, in your internal controls
given the implementation of corrective measur es to address the identified internal
control weaknesses. Also discuss the timeframe w ithin which you expect the
measures to be fully implemented and the weaknesses to be fully addressed.
6. It appears that you have not included the disclosure required by Item 307 of
Regulation S-K. Please update your fili ng by disclosing the required information
concerning your disclosure controls and procedures.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent 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 letter s greatly facilitate
our review. Please understand that we may have additional commen ts 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 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 they have made.
Mr. Mark Fingarson
Bluebird Exploration Company
November 18, 2008
Page 3
When responding to our comments, please provide a written statement from the
company acknowledging the following:
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 comment s do not
foreclose the Commission from taking a ny action with respect to the filing;
and
the company may not assert staff comme nts 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 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. Please contact John Lucas at (202) 551-5798 or, in his absence, Carmen Moncada-Terry at (202) 551-3687 with any questions.
Sincerely,
Roger Schwall, Assistant Director
cc: J. Lucas
Thomas E. Puzzo, Esquire (206) 260-0111