SEC Comment Letter for Newegg Commerce, Inc. (NEGG) (CIK 0001474627) (NEGG) — Mar 23, 2010
Newegg Commerce, Inc. (NEGG) (CIK 0001474627)
Date: March 23, 2010 · CIK: 0001474627 · Accession: 0000000000-10-015835
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File numbers found in text: 333-163041
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030 March 16, 2010 CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
Amendment No. 6 to Registra tion Statement on Form S-1
Filed March 12, 2010
File No. 333-163041
Ladies and Gentlemen:
We have reviewed your filing and your response dated March 12, 2010 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 revisi on is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter 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.
Principal Shareholders, page 83
1. We note your response to prior comment 1. Although Ms. Lou and Mr. Qiu are board representatives, it is unclear th at these individuals exercise voting and
dispositive control over the shares held by De-haier Investment Holdings, Ltd.
Rather, it would appear th at Milestone Capital Management, Limited, exercises
voting and/or dispositive control over the shares held by De-haier Investment Holdings, Ltd. Please advise and, as a ppropriate, revise footnote (5).
CT Corporation System
As agent for Dehaier Medical Systems Limited
March 16, 2010 Page 2 Exhibit 8.3
2. We note that counsel consents to the us e of “[its] name under the caption in the
Registration Statement.” Please revise to clarify that counsel consents to being
named in the registration statement.
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 pursuant to delegated authority, declare the filing effective, it does not foreclose the 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
the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed 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
CT Corporation System
As agent for Dehaier Medical Systems Limited March 16, 2010 Page 3 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.
Please contact Allicia Lam at (202) 5 51-3316 or me at (202) 551-3314 with any
questions.
S i n c e r e l y ,
Daniel Morris
Special Counsel
cc (by facsimile): Anthony W. Ba sch – Kaufman & Canoles, P.C.