-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T+VgkOewbq3gEttuYWHRM0SeGUhqF8ycwS99bC2rvkF+dS0kJORDhmCQuJQhlo0M 35Xh2ZCh/Gcrb0rbb6Bipw== 0000000000-06-053536.txt : 20100511 0000000000-06-053536.hdr.sgml : 20100511 20061102153926 ACCESSION NUMBER: 0000000000-06-053536 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061102 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: Atheron, Inc. CENTRAL INDEX KEY: 0001373853 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 3598 DURANGO ST. PALANAN CITY: MAKATI CITY STATE: R6 ZIP: 1235 BUSINESS PHONE: 6327281626 MAIL ADDRESS: STREET 1: 3598 DURANGO ST. PALANAN CITY: MAKATI CITY STATE: R6 ZIP: 1235 LETTER 1 filename1.txt November 2, 2006 Mail Stop 7010 Via U.S. mail and facsimile Ronald Serota, Esq. Corporate Law Center 2620 Regatta Drive, Suite 102 Las Vegas, Nevada 89128 Re: Atheron, Inc. Registration Statement on Form SB-2 Filed on October 25, 2006 File No. 333-138189 Dear Mr. Serota: We have limited our review of your filing to those issues we have addressed in our comment. Where indicated, we think you should revise your document in response to these comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. Please understand that the purpose of our review 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 comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Signatures 1. Please revise to include the signature of Mr. Rey V. Supera, since the Form SB-2 registration statement requires the signatures of at least the majority of the board of directors. Please also include the signatures of the principal executive officer and principal financial officer. General As appropriate, please amend your registration 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 cover 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 amendment 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 information 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 disclosure they have made. Notwithstanding our comments, in the even 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 comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division 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 confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate 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 advance of the requested effective date. You may contact Dorine H. Miller, Financial Analyst at (202) 551-3711 or, in her absence, Chris Edwards, Special Counsel, at (202) 551-3742. Sincerely, Pamela A. Long Assistant Director cc: Scott Doney, Esq. Cane Clark, LLP 3273 E. Warm Springs Las Vegas, Nevada 89120 Robert Serota, Esq. Atheron, Inc. November 2, 2006 Page 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----