Hat Trick Beverages (HKBV) - SEC Letter to HKBV: 01 Oct 08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF ENFORCEMENT
Roger Paszarnant
Branch Chief
Direct Dial: (202) 5514979
Facsimile: (202) 772-9230
VIA OVERNIGHT DELIVERY
COPY VIA TELECOPIER 866-455-6270
October 1, 2008
Garr Winters
Hat Trick Beverages Inc.
2325 Hurontario St.,
Suite 170 Mississauga,
ON L5A 4K4 Canada
Dear Mr. Winters:
I respond to your faxed letter dated September 30, 2008. I will not comment about your characterizations of our communications that tend to minimize the seriousness of this situation, but will focus on facts.
The staff is concerned that Hat Trick may have disseminated materially false information to the public. We seek to resolve this issue immediately to help ensure that innocent investors are not being harmed by reliance on false and misleading information.
More specifically, Hat Trick issued at least three public statements regarding a contract with two Arizona supermarket chains_ First, on September 3, 2008, Hat Trick issued a public statement titled "Hat Trick Beverages (HKBV) in over 500 new retail locations" which included the following statements:
a. ts cold beverage division has picked up a major and a significant new distribution in the State of Arizona."
b. "The Company, working with its Arizona distributor, Pinnacle Distributing, has just achieved listings in a total of over 500 new store locations."
c. The Company's Pumped Fitness beverage . _ will now be available in Hi Health Stores, an upscale grocery chain, as well as Fry's, an important mid-market grocery chain."
d. "Hat Trick Beverage CEO, Sender Vaiser commented; 'This is a significant win.
These are strong, mid-sized retailers and they are demonstrating faith in the product concept.
e. "The issuer expects, and projects its initial order of 20,000 cases to begin filling
the retail pipeline with product, in September with up to 250,000 cases of anticipated fulfillment"
f. "The entire contract has a face value of $3,900,000.00 to the issuer.
Second, on September 23, 2008, Hat Trick issued a public statement titled "Hat Trick Beverages (HKBV) Completes Initial Orders With 52 Hi Health Stores" which included the following statement:
"Hat Trick Beverages Inc. (1-11CBV.PK) is pleased to announce that it has received initial orders from Hi Health a 52 store chains (sic]."
Third, on or about September 26, 2008, Hat Trick issued a public statement dated September 25, 2008 and titled "Hat Trick Beverages (HKBV) Confirmation Of Previous News Release Transaction With Hi Health" which included the following statements:
a. "The issuer is using this filing to denounce such rumors, and affirm the validity of the agreement."
b. "The issuer hat (sic] Trick Beverages affirms and confirms to its shareholders that this contract in fact exists and is in a good and valid state."
c. "the buyer's name at Hi Health (which contract is the target of the false rumor) is Mike Gleela."
Since Monday, the staff, in communications with you and Larry Twombly, has repeatedly asked for documentation to verify the existence of a "contract" or "agreement" between Hat Trick and Hi Health. The only information you have provided to date is what appears to be a Hat Trick product order form dated September 25, 2008 billed to Pinnacle Distributing. This document was publicly disclosed by Hat Trick on September 29 "as a true copy of the Hi Health initial purchase order." The only reference to Hi Health is a handwritten note which provides no indication of any contract or agreement regarding Hi Health. It appears to be an order for about 1,000 24-pack cases, not 20,000 cases as referenced in the September 3 announcement, Thus, the "purchase order" provides little support for Hat Trick's public statements.
You stated to Ms. Cain and me that, since last week, you have been trying to substantiate the existence of an agreement by Hi Health to sell Hat Trick products. You thus admit that this is an issue you have been investigating since prior to our contacting you on Monday. The inability of a Hat Trick officer and director to obtain substantiating information in this time frame exacerbates our concern about the information Hat Tick has provided to the public.
Moreover, the staff has contacted Hi-Health Supermart Corporation and Pinnacle Distributing and the information provided does not support the public statements made by Hat Trick. Knowledgeable representatives from both have stated that Hi Health has made no commitment to buy Hat Trick products. In addition, Larry Twombly stated to the staff that Hat Trick's announcements contained inaccuracies--most importantly that there was no direct agreement between Hat Trick and Hi Health.
Finally, repeated messages left for Sender Vaiser have gone unanswered. The staff has been provided with a variety of inconsistent reasons about why he has been unable to contact us, including two from you -- first, that he was busy trying to get information about the Hi Health agreement and, second, that he has been at a trade show. Given the seriousness of the situation, I think it reasonable that the staff expect to hear promptly from the president of a public company who is quoted directly in some of the company's announcements at issue.
Again, evidence obtained by the staff to date indicates that Hat Trick public statements may be materially false. We request that Hat Trick substantiate the claims made it its public statements regarding Hi Health and Fry's by Monday, October 6, 2008. If Hat Trick cannot establish the existence of a valid contract or agreement by Hi Health and Fry's to carry Hat Tick's products, the staff may have no choice but to conclude that the statements are false and will proceed accordingly.
Sincerely,
Roger Paszarnant |
