-----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, Nn4NnhOrRdE/Iw3g8ZxsbWgpv5cjArnngK3iV0XgCNq/EORBEy8JO/Z4mF6doQoF iR2fO4zcOmLrQ13oM5kXMw== 0000000000-05-032953.txt : 20060926 0000000000-05-032953.hdr.sgml : 20060926 20050628123345 ACCESSION NUMBER: 0000000000-05-032953 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050628 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: Deli Solar (USA), Inc. CENTRAL INDEX KEY: 0000717588 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 953819300 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 10105 E VIA LINDA #103 STREET 2: PMB 382 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806142874 MAIL ADDRESS: STREET 1: 10105 E VIA LINDA STREET 2: 103 382 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: MEDITECH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 LETTER 1 filename1.txt June 28, 2005 Via Facsimile ((212) 687-3521) and U.S. Mail James M. Rae, Esq. Stairs Dillenbeck Finley 330 Madison Avenue 29th Floor New York, NY 10017 Re: Meditech Pharmaceuticals, Inc. Schedule 14F-1 filed June 15, 2005 SEC File No. 005-36623 Dear Mr. Rae: We have reviewed your filing 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 revision 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. After reviewing this information, we may raise additional comments. 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 comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Schedule 14F-1 Security Ownership of Certain Beneficial Owners, page 2 1. We note the footnote disclosure that the four security holders listed in this section filed a joint Schedule 13D. Please tell us why that schedule was filed jointly, as none of the filing persons shares in the voting or dispositive authority over the shares of any other filing person, per the Schedule 13D. If the filing persons agreed to act together in the manner described in Rule 13d-5(b), please revise the table in this section to include in each person`s line-item the shares held of record by the other persons, which would appear to be beneficially owned by all four persons. 2. Please reconcile the aggregate percentage of shares held by the persons listed in this table from the introductory paragraph (65.2%) to the table itself (64.2%). 3. Please reconcile the number of shares held by Mr. Du in this table (18,879,747 shares) and in the table on page 3 (18,542,191 shares). Directors, Executives, Nominee Directors, page 3 4. Please provide the disclosure required by instruction 4 to Item 103 of Regulation S-B. If the required disclosure is not applicable due to the absence of any proceedings of the type described in the regulation, please state so. 5. Provide the disclosure required by Item 404(a) of Regulation S- B. Note that this requirement applies to the registrant in its current organization, including the operations of Deli Solar Holding and its subsidiaries. Corporate Governance, page 5 6. Given that you do not have a nominating committee, please provide the information required by Item 7(d)(2)(i) of Schedule 14A. 7. Please provide the information required by Item 7(f) of Schedule 14A. Executive Compensation, page 5 8. Provide confirm that you have provided complete disclosure in response to Item 402(a) of Regulation S-B. Note that this requirement applies to the registrant in its current organization, including the operations of Deli Solar Holding and its subsidiaries. Closing Comments As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. 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 Exchange Act of 1934 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. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: * the company is responsible for the adequacy and accuracy of the disclosure in the filing; * staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to 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. 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 our review of your filing or in response to our comments on your filing. Please direct any questions to me at (202) 551-3619 or, in my absence, to Christina Chalk, Special Counsel, at (202) 551-3263. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-0303. Sincerely, Daniel F. Duchovny Attorney-Advisor Office of Mergers and Acquisitions ?? ?? ?? ?? James M. Rae, Esq. Stairs Dillenbeck Finley June 28, 2005 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----