SEC Company Response from Graphene & Solar Technologies Ltd (GSTX) (CIK 0001497649) (GSTX) — Nov 14, 2011
Graphene & Solar Technologies Ltd (GSTX) (CIK 0001497649)
Date: Nov. 14, 2011 · CIK: 0001497649 · Accession: 0001004878-11-000396
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174194
Letter
Re: Vanguard Energy Corporation Registration Statement on Form S-1 File No. 333-174194
HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Donald T. Trinen Facsimile: (303) 839-5414 (303) 839-0061 --
Will Hart
November 14, 2011
Paul Monsour Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
In reference to our telephone conference this morning, we propose to change the last two sentences in the first partial paragraph on page 49 of the prospectus.
Following an event of dissolution, liquidation, merger, consolidation, reorganization, sale or exchange of our assets or securities, our shareholders who are parties to these lock-up agreements will be entitled to share in any distribution of assets or securities that results from any of these events only to the extent of the amount paid for their shares ($4,125 in total) until the shareholders who purchased our securities in connection with this offering are paid in full. The holders of a majority of our outstanding shares, not including the shares held by parties to these lock-up agreements or our current officers and directors, may vote, or consent, to eliminate or modify the foregoing distribution preference and allow the parties to these lock-up agreements to receive more than $4,125 in total in any distribution of our assets or securities that occurs in connection with an extraordinary corporate event of the type enumerated above In addition to the foregoing, we will also change the date in the Principal Shareholders section of the prospectus to November 14, 2011.
We would like to make these changes in the 424(b) prospectus that will be filed with the pricing information. However, we can also make these changes in an amendment to the registration statement.
If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
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<TEXT>
HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
--
Will Hart
November 14, 2011
Paul Monsour
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Vanguard Energy Corporation
Registration Statement on Form S-1
File No. 333-174194
In reference to our telephone conference this morning, we propose to change
the last two sentences in the first partial paragraph on page 49 of the
prospectus.
Following an event of dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of our assets or securities, our shareholders
who are parties to these lock-up agreements will be entitled to share in any
distribution of assets or securities that results from any of these events only
to the extent of the amount paid for their shares ($4,125 in total) until the
shareholders who purchased our securities in connection with this offering are
paid in full. The holders of a majority of our outstanding shares, not including
the shares held by parties to these lock-up agreements or our current officers
and directors, may vote, or consent, to eliminate or modify the foregoing
distribution preference and allow the parties to these lock-up agreements to
receive more than $4,125 in total in any distribution of our assets or
securities that occurs in connection with an extraordinary corporate event of
the type enumerated above In addition to the foregoing, we will also change the
date in the Principal Shareholders section of the prospectus to November 14,
2011.
We would like to make these changes in the 424(b) prospectus that will be
filed with the pricing information. However, we can also make these changes in
an amendment to the registration statement.
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
/s/ William T. Hart
By:
William T. Hart
</TEXT>
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