SEC – ‘UPLOAD’ from 9/6/05 re: Ceres Ventures, Inc. – ‘LETTER’

On:  Tuesday, 9/6/05, at 4:51pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/11/06   ·   Accession #:  0-5-46030

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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                   3±    14K 

Document Table of Contents

Via Facsimile and U.S. Mail                                                     
Mail Stop 6010                                                                  

September 6, 2005                                                               

Mr. Derek Cooper                                                                
Director, Secretary, Treasurer, and Principal Financial Officer                 
Phytomedical Technologies, Inc.                                                 
1628 West 1st Avenue, Suite 216                                                 
Vancouver, British Columbia V6J 1G1                                             
CANADA                                                                          

Re:     Phytomedical Technologies, Inc.                                         
Form 10-KSB for the Fiscal Year Ended December 31, 2004         
Filed March 31, 2005                                            
File No. 000-28790                                              

Dear Mr. Cooper:                                                                

We have reviewed your response letter dated August 24, 2005         
to                                                                              
our comment letter dated August 10, 2005 and have the following                 
comments.  We have limited our review of the above referenced                   
filing                                                                          
to only those issues addressed.  In our comments, we ask you to                 
provide us with supplemental information so we may better                       
understand                                                                      
your disclosure.                                                                

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.                                                         

Item 7.  Financial Statements                                                   

Notes to Consolidated Financial Statements                                      

7. Option Purchase and Rights Agreement                                         
1. In your response to our prior comment number one, you noted                  
that                                                                            
you did not account for the options to purchase shares of stock of              
your subsidiary, PhytoMedical Technologies Corporation, granted to              
NYU and the NYU scientist/inventor because the subsidiary is: a                 
holding company only; has no assets; and, is not publicly traded                
and                                                                             
cannot be fairly valued by way of market capitalization.  Please                
clarify why you appear to believe that these options had no value.              
In so doing, please also address each of the following:                         

* Please explain why the options were granted if they had no value              
and whether they represented part of the consideration for the                  
license being granted.                                                          

* While you may not be able to value the subsidiary based on its                
own                                                                             
market capitalization, it would appear to still have a value.                   
Please                                                                          
tell us what other valuation methods you employed to determine                  
that                                                                            
it had no value.                                                                

* Based on your disclosure, it appears that the subsidiary is the               
entity that entered into the license agreement.  Please tell us                 
why                                                                             
the license would not represent an asset, for purposes of                       
ascribing                                                                       
value to the options granted, of the subsidiary.                                

* We noted that the subsidiary agreed to reimburse NYU for its                  
patent                                                                          
costs incurred to date and to pay royalties on sales of products                
and                                                                             
sublicense fees.  Please clarify how a holding company with no                  
assets                                                                          
would ultimately be able to satisfy these obligations.                          

* Under Item 6, we noted that the options were for a combined                   
equity                                                                          
position of 25% in the subsidiary and the terms of the options                  
contemplated investment by other equity holders.  Please tell us                
how                                                                             
you anticipate someone investing in a holding company with no                   
assets                                                                          
or explain where it would derive its value.                                     

Please respond to these comments within 10 business days or         
tell us when you will provide us with a response.  Please furnish               
a                                                                               
letter that keys your responses to our comments and provide the                 
requested information.  Detailed letters greatly facilitate our                 
review.  Please file your letter on EDGAR under the form type                   
label                                                                           
CORRESP.  Please understand that we may have additional comments                
after reviewing your responses to our comments.                                 

You may contact Tabatha Akins, Staff Accountant, at (202)           
551-                                                                            
3658 or Oscar M. Young, Jr., Senior Accountant, at (202) 551-3622               
if                                                                              
you have questions regarding the comments.  Please contact me at                
(202) 551-3679 with any other questions.                                        

Sincerely,                                                                      

Jim B. Rosenberg                                                                
Senior Assistant Chief                                                          
Accountant                                                                      

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Mr. Derek Cooper                                                                
Phytomedical Technologies, Inc.                                                 
September 6, 2005                                                               
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/11/06		CORRESP,  UPLOAD
Filed on:		9/6/05		UPLOAD
		8/24/05		8-K,  CORRESP,  UPLOAD
		8/10/05		UPLOAD
		3/31/05		10KSB,  10QSB,  10QSB/A,  UPLOAD
		12/31/04		10KSB,  8-K
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/05  Ceres Ventures, Inc.              10KSB      12/31/04    1:455K