Lucy’s Cafe, Inc.
2685 Park Center Drive, Building A
Simi Valley, California 93065
(805) 433-8000
May 9, 2007
VIA EDGAR AND FACSIMILE
(202) 772-9204
Mr. Larry Spirgel
Assistant Director
Mail Stop 3561
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Lucy’s Cafe, Inc. Form SB-2 Registration Statement, as amended File No. 333-140591 |
Dear Mr. Spirgel:
Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, Lucy’s Cafe, Inc. hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on May 10, 2007, or as soon thereafter as practical.
The Company acknowledges that:
(i) | should the Securities and Exchange Commission (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; |
(ii) | 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 |
(iii) | 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. |
We appreciate your responsiveness and assistance with this Registration Statement. Please do not hesitate to contact Andrew T. Turney at (310) 788-4182 or Mark J. Mihanovic at (650) 813-5138 if they can be of assistance.
Sincerely, | ||
LUCY’S CAFE, INC. | ||
| | |
By: | /s/ Charles P. Rice | |
Chairman, Chief Executive Officer and President |