SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — May 2, 2013
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: May 2, 2013 · CIK: 0001499961 · Accession: 0000000000-13-024088
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-182076
Letter
May 2, 2013 Via E -Mail Jonathan New Chief Executive Officer Net Element International, Inc. 1450 South Miami, Ave. Miami, Florida, 33130
Re: Net Element International, Inc. Post-Effective Amendment No. 3 on Form S -3 to Registration Statement on Form S -4 Filed April 26, 2013 File No. 333-182076
Dear Mr. New:
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Part II.
Item 16. Exhibits.
1. The legal opinion filed on August 23, 2012, as exhibit 5.1 and incorporated into the filing, assumes certain fa cts that are currently readily ascertainable. For example, it appears the merger and re -domiciliation transaction s were completed , yet the opinion fails to reflect those developments. Accordingly, please submit a revise d opinion that remove s the assumption s to reflect readily determinable facts, or explain to us why this assumption is appropriate. Refer to Section II.B.3.a of SEC Staff Legal Bulletin No. 19. Please also ensure that the opinion specifies the number of shares that it concerns.
Jonathan New Net Element International, Inc. May 2, 2013 Page 2
Please contact Ivan Gr iswold, Staff Attorney, at (202) 551 -3853 or in his absence, me at (202) 551-3462 with any questions.
Sincerely,
/s/ Mark P. Shuman
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May 2, 2013 Via E -Mail Jonathan New Chief Executive Officer Net Element International, Inc. 1450 South Miami, Ave. Miami, Florida, 33130 Re: Net Element International, Inc. Post-Effective Amendment No. 3 on Form S -3 to Registration Statement on Form S -4 Filed April 26, 2013 File No. 333-182076 Dear Mr. New: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Part II. Item 16. Exhibits. 1. The legal opinion filed on August 23, 2012, as exhibit 5.1 and incorporated into the filing, assumes certain fa cts that are currently readily ascertainable. For example, it appears the merger and re -domiciliation transaction s were completed , yet the opinion fails to reflect those developments. Accordingly, please submit a revise d opinion that remove s the assumption s to reflect readily determinable facts, or explain to us why this assumption is appropriate. Refer to Section II.B.3.a of SEC Staff Legal Bulletin No. 19. Please also ensure that the opinion specifies the number of shares that it concerns. Jonathan New Net Element International, Inc. May 2, 2013 Page 2 Please contact Ivan Gr iswold, Staff Attorney, at (202) 551 -3853 or in his absence, me at (202) 551-3462 with any questions. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief - Legal cc: Via E -Mail William N. Haddad, Esq. Reed Smith LLP