SEC – ‘UPLOAD’ from 4/4/05 re: TN-K Energy Group Inc. – ‘LETTER’

On:  Monday, 4/4/05, at 8:57am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  7/20/05   ·   Accession #:  0-5-15969

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    17K 


November 4, 2004                                                                

Mail Stop 4-6                                                                   

Mr. J. William Wilson                                                           
Vice President and General Counsel                                              
Digital Lifestyles Group, Inc.                                                  
1001 S. Capital of Texas Highway                                                
Austin, TX 78746                                                                

Re:     Digital Lifestyles Group, Inc.                                          
Registration Statement on Form S-1                              
Filed October 6, 2004                                           
File No. 333-119573                                             

Dear Mr. Wilson:                                                                

This is to advise you that we have limited our review of the        
above registration statement to the matters addressed in the                    
comments                                                                        
below.  No further review of the registration statement has been                
or                                                                              
will be made.                                                                   

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                      
supplemental information so we may better understand your                       
disclosure.                                                                     
After reviewing this information, we may or may not 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.                                                         

REGISTRATION STATEMENT ON FORM S-1                                              

Selling Stockholders                                                            

1. With the exception of Westech Capital Corporation, it does not               
appear that any of the legal entities named as selling                          
stockholders                                                                    
are reporting companies.  Accordingly, please disclose the                      
individual                                                                      
or individuals who exercise the voting and/or dispositive powers                
with                                                                            
respect to the securities to be offered for resale by such legal                
entities.  See Interpretation I.60 of the July 1997 manual of                   
publicly available CF telephone interpretations, as well as                     
interpretation 4S of the Regulation S-K portion of the March 1999               
supplement to the CF telephone interpretation manual.                           

2. We note your statement on page 48 that "one selling                          
securityholder                                                                  
is a registered broker-dealer" and that such broker-dealer is                   
identified in the footnotes to the selling stockholders table.                  
However, it does not appear that a footnote identifying the                     
registered broker-dealer was included.  Please revise to identify               
the                                                                             
registered broker dealer.  Additionally, any selling stockholders               
that are registered broker-dealers other than those who have                    
provided                                                                        
placement agent or investment banking services to the Company,                  
should                                                                          
be named as underwriters with respect to the shares they are                    
offering                                                                        
for resale.  Please revise accordingly or advise.                               

3. We note your statement on page 49 that you may include                       
additional                                                                      
selling stockholders "in supplements to this prospectus."  Please               
note that you may identify additional selling securityholders only              
by                                                                              
post-effective amendment.  Please revise accordingly.                           

*       *       *       *       *                                               

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 supplemental 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 filings reviewed by the staff to              
be                                                                              
certain that they have provided all information investors require               
for                                                                             
an informed 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.                                                                      

Notwithstanding our comments, in the event 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 this action 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 a 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 Rule 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.                                                                           

If you have any questions, please call Sara Kalin at (202)          
942-                                                                            
2986 or Tangela Richter at (202) 942-1837.  If you need further                 
assistance, you may contact me at (202) 942-1800.                               

                                          Sincerely,

                                              Barbara Jacobs
                                                  Assistant Director

CC:     Via Facsimile                                                           
Mr. Richard D. Rafferty, Esq.                                   
Haynes and Boone, LLP                                           
1300 One American Center, 600 Congress Avenue                   
Austin, TX 78701                                                
Telephone: (512) 867-8503                                       
Facsimile:  (512) 867-8602                                      
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Mr. J. William Wilson                                                           
November 4, 2004                                                                
Page 1 of 3                                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		7/20/05		CORRESP,  UPLOAD
Filed on:		4/4/05		UPLOAD
		11/4/04		UPLOAD
		10/6/04		4,  8-K,  S-1,  SC 13D/A,  UPLOAD
				List all Filings