Washington, DC 20549

 

 

 

 

 

 

 

1.

We note that the consent of Kabani & Company filed as Exhibit 23.1 to your registration statement is dated January 18, 2007, and refers to the audit report relating to the company’s financial statements for the year ended June 30, 2006.  Please have your auditors file an updated consent that consents to the inclusion of their report relating to your financial statements for the year ended June 30, 2011, which are incorporated by reference into your Form S-3. Please also explain in your response letter the circumstances pursuant to which this outdated consent was filed with your registration statement, and confirm that your auditors reviewed the Form S-3 prior to its initial filing.

 

 

 

2.

Please clearly disclose the individual or individuals who have sole or shared voting and dispositive powers with respect to the shares to be offered for resale by The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc  for guidance, please see Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations, available on the SEC website.  We note in this regard that you indicate in the second paragraph of your selling stockholder disclosure that James Morton is the controlling shareholder of CIM, the investment manager for The Tail Wind Fund, but your disclosure should clearly state whether Mr. Morton and/or other individuals have sole or shared voting and dispositive power over the shares held by the fund.

 

 

 

3.

It appears that you should expressly incorporate by reference into your registration statement your Form 10-Q filed on November 8, 2011, as well as any other reports filed prior to the effective date of the registration statement and required to be incorporated by reference.  See Item 12(a) (2) of Form S-3.  Please revise accordingly.  When amending your filing, consider including a statement to the effect that all filings that you file pursuant to the Exchange Act after “the date of the registration statement and prior to effectiveness of the registration statement” shall be deemed to be incorporated by reference into the prospectus.  For guidance refer to our Securities Act Forms Compliance and Disclosure Interpretation 123.05.

 

 

 

4.

We note that you intend to file certain exhibits to your registration statement by amendment or as an exhibit to an Exchange Act filing to be incorporated by reference.  In particular, we refer to the form of indenture that you intend to file as Exhibit 4.6 and the legal opinion that you intend to file as Exhibit 5.1.  Please be advised that these two exhibits will need to be filed with a pre-effective amendment to your registration statement, and that we will need sufficient time prior to requested effectiveness for the registration statement to review and provide any comments on these exhibits.  For guidance with respect to the form of indenture for the debt securities being registered, please refer to our Trust Indenture Act Compliance and Disclosure Interpretation 201.04.

 

 

 

 

 

 

 

 
 

·	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 responsible for adequacy and accuracy of the disclosure in the filing; and,

 

·	The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.