0001079973-15-000649.txt : 20151211 0001079973-15-000649.hdr.sgml : 20151211 20151112122931 ACCESSION NUMBER: 0001079973-15-000649 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PetroShare Corp. CENTRAL INDEX KEY: 0001568079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 461454523 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 7200 S. ALTON WAY STREET 2: SUITE B-220 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (303) 500-1169 MAIL ADDRESS: STREET 1: 7200 S. ALTON WAY STREET 2: SUITE B-220 CITY: CENTENNIAL STATE: CO ZIP: 80112 CORRESP 1 filename1.htm
Correspondence
 
 

PETROSHARE CORP.
7200 S. Alton Way, Suite B-220
Centennial, Colorado 80112

November 12, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention:
H. Roger Schwall, Assistant Director
Karina V. Dorin, Attorney-Advisor
Laura Nicholson, Attorney-Advisor
Ethan Horowitz, Accounting Branch Chief
Wei Lu, Staff Accountant

Re:
PetroShare Corp.
 Post-Effective Amendment to Registration Statement on Form S-1
File No. 333-198881, originally filed September 22, 2014, as amended
REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, PetroShare Corp. (the "Registrant") hereby requests acceleration of the effective date of its Post-Effective Amendment to Registration Statement on Form S-1 (File No. 333-198881), as amended (the "Registration Statement") so that it may become effective on November 12, 2015, or as soon thereafter as practicable.

The Registrant hereby authorizes David J. Babiarz or James A. Liebscher, both of whom are attorneys with the Registrant's outside legal counsel, Dufford & Brown, P.C., to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i)
should the Commission or the staff of the Commission, 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)
the Registrant may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Babiarz at (303) 837-6325, or in his absence, Mr. Liebscher at (303) 837-6350.

Sincerely,

PETROSHARE CORP.

By:               /s/ Stephen J. Foley.
Stephen J. Foley
Chief Executive Officer


cc: David J. Babiarz, Esq., Dufford & Brown, P.C.
James A. Liebscher, Esq., Dufford & Brown, P.C.
Bruce C. Rosetto, Esq., Greenberg Traurig, LLP
Jason Simon, Esq., Greenberg Traurig, LLP
 
 
 
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
 

Attention:
H. Roger Schwall, Assistant Director
Karina V. Dorin, Attorney-Advisor
Laura Nicholson, Attorney-Advisor
Ethan Horowitz, Accounting Branch Chief
Wei Lu, Staff Accountant
 
Re:
PetroShare Corp.
Post-Effective Amendment to Registration Statement on Form S-1
File No. 333-198881, originally filed September 22, 2014, as amended
 
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the "Act"), we hereby join in the request of PetroShare Corp. (the "Registrant") for acceleration of the effective date of the above-named Registration Statement so that it becomes effective on November 12, 2015, or as soon as practicable thereafter.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Registrant's Preliminary Prospectus dated July 15, 2015:
(i) Dates of distribution: July 15, 2015 through the date hereof
(ii) Number of prospective underwriters: 1
(iii) Number of prospectuses distributed under (iii) above: approximately 25
(iv) Number of prospectuses distributed to others, including the Registrant, the Registrant's counsel, independent accountants, and underwriter's counsel: 5
We, the undersigned, have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours,
 
Noble Financial Capital Markets
 
 
By:  /s/ Richard Giles
    
  
          Name:  Richard Giles
          Title:  Managing Director