SEC Company Response from Cannabis Bioscience International Holdings, Inc. (CBIH) (CIK 0001411057) (CBIH) — May 25, 2010
Cannabis Bioscience International Holdings, Inc. (CBIH) (CIK 0001411057)
Date: May 25, 2010 · CIK: 0001411057 · Accession: 0001144204-10-030266
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-165742
Referenced dates: April 19, 2010
Letter
Division of Corporation Finance Pre-effective Amendment No. 1 to Registration Statement on Form S-1 Filed April 30, 2010 File No 333-165742
Dear Mr. Kelly:
Reference is made to your comment letter, dated May 5, 2010, relating to the subject Registration Statement on Form S-1 (the “Comment Letter”). Set forth below are the comments contained in the Comment Letter followed by our response thereto. Unless otherwise specified in our responses, references to page numbers are to the version of the document subject to the Comment Letter, and not to the amended version we are filing with the submission of this letter. Contemporaneously with the filing of this letter we are filing Amendment No. 2 to Registration Statement on Form S-1.
Outside Front Cover Page of Prospectus
1.
We note your response to comment three in our letter dated April 19, 2010. Please note that you may not omit the number of shares of common stock relating to the underwritten offering. Please disclose the number of shares here and, as appropriate, throughout the underwritten offering prospectus. See Rule 430A of Regulation C under the Securities Act. For additional guidance, you may wish to refer to Question and Answer 227.02 in the Securities Act Rules section of our "Compliance and Disclosure Interpretations" available on the Commission's website at http: //www/sec.gov.
Response: We have revised accordingly.
Principal Stockholders, page
2.
We note your response to comment eight in our letter dated April 19, 2010. You appear to have removed from the beneficial ownership table the row for Guiping Liao. As Ms. Liao appears to be the holder of more than 5% of your common stock in her own right, please include her in the table.
Response: Ms. Liao has not been removed from the beneficial ownership table. Please see the last line in the table on page 44.
Mr. Edward M. Kelly
U.S. Securities and Exchange Commission
May 25,
Page
Material United States Federal Income Tax Considerations, page 47
3.
We note your response to comment 10 in our letter dated April 19, 2010. As requested previously, please remove the word "certain" in the first sentence of the fourth paragraph under "General" because the word "certain" may imply that China Infrastructure Construction has not disclosed all material United States federal income tax considerations.
Response: We have revised accordingly.
U.S. Holders, page
4.
We note your response to comment 11 in our letter dated April 19, 2010. As requested previously, please remove the words "In general" in the first paragraph under "Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock" on page 49 because the words may imply that investors cannot rely on the disclosure.
Response: We have revised accordingly.
Exhibit 5.1
5.
We note counsel's statement that it is not licensed to practice law in Colorado. We further note that the opinions to be rendered concern the Colorado Business Corporation Act and the applicable provisions of the Colorado Constitution and the reported judicial decisions interpreting such statutes and provisions. Please provide an opinion of counsel as to the legality of the securities covered by the registration statement that is not qualified as to jurisdiction in this manner. In its current form, the filed opinion is unacceptable. Please note, too, that the opinion must be dated and must include the number of shares of common stock in the underwritten offering.
Response: We have filed the revised legal opinion with Amendment No. 2 to Registration Statement filed contemporaneously with this submission.
Very
truly yours,
China
Infrastructure Construction Corporation
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filename1.htm
Unassociated Document
CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION
C915
Jia Hao International Business Center
116
Zizhuyuan Road Haidan District
Beijing,
China 100097
Tel.
86-10-5170-9287
Fax 86-10-8844-8198
May 25,
2010
Mr.
Edward M. Kelly
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re:
China
Infrastructure Construction
Corporation
Pre-effective
Amendment No. 1 to
Registration
Statement on Form S-1
Filed
April 30, 2010
File No
333-165742
Dear Mr.
Kelly:
Reference
is made to your comment letter, dated May 5, 2010, relating to the subject
Registration Statement on Form S-1 (the “Comment
Letter”). Set forth below are the comments contained in the
Comment Letter followed by our response thereto. Unless otherwise specified in
our responses, references to page numbers are to the version of the document
subject to the Comment Letter, and not to the amended version we are filing with
the submission of this letter. Contemporaneously with the filing of this
letter we are filing Amendment No. 2 to Registration Statement on Form
S-1.
Outside Front Cover Page of
Prospectus
1.
We
note your response to comment three in our letter dated April 19, 2010.
Please note that you may not omit the number of shares of common stock
relating to the underwritten offering. Please disclose the number of
shares here and, as appropriate, throughout the underwritten offering
prospectus. See Rule 430A of Regulation C under the Securities Act. For
additional guidance, you may wish to refer to Question and Answer 227.02
in the Securities Act Rules section of our "Compliance and Disclosure
Interpretations" available on the Commission's website at http:
//www/sec.gov.
Response: We have revised
accordingly.
Principal Stockholders, page
44
2.
We
note your response to comment eight in our letter dated April 19, 2010.
You appear to have removed from the beneficial ownership table the row for
Guiping Liao. As Ms. Liao appears to be the holder of more than 5% of your
common stock in her own right, please include her in the
table.
Response: Ms. Liao has not
been removed from the beneficial ownership table. Please see the last line in
the table on page 44.
Mr. Edward M. Kelly
U.S.
Securities and Exchange Commission
May 25,
2010
Page
2
Material United States
Federal Income Tax Considerations, page 47
3.
We
note your response to comment 10 in our letter dated April 19, 2010. As
requested previously, please remove the word "certain" in the first
sentence of the fourth paragraph under "General" because the word
"certain" may imply that China Infrastructure Construction has not
disclosed all material United States federal income tax
considerations.
Response: We have revised
accordingly.
U.S. Holders, page
48
4.
We
note your response to comment 11 in our letter dated April 19, 2010. As
requested previously, please remove the words "In general" in the first
paragraph under "Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stock" on page 49 because the words may imply that
investors cannot rely on the
disclosure.
Response: We have revised
accordingly.
Exhibit
5.1
5.
We
note counsel's statement that it is not licensed to practice law in
Colorado. We further note that the opinions to be rendered concern the
Colorado Business Corporation Act and the applicable provisions of the
Colorado Constitution and the reported judicial decisions interpreting
such statutes and provisions. Please provide an opinion of counsel as to
the legality of the securities covered by the registration statement that
is not qualified as to jurisdiction in this manner. In its current form,
the filed opinion is unacceptable. Please note, too, that the opinion must
be dated and must include the number of shares of common stock in the
underwritten offering.
Response: We have filed the
revised legal opinion with Amendment No. 2 to Registration Statement filed
contemporaneously with this submission.
Very
truly yours,
China
Infrastructure Construction Corporation
By:
/s/
Rong Yang
Rong
Yang
Chief
Executive
Officer