May 23, 2008
Jennifer Gowetski
Attorney-Advisor
Securities and Exchange Commission
Division of Corporate Finance
100 F Street Northeast, Mail Stop 4561
Washington, DC 20549
| Re: | Systems Management Solutions, Inc. |
Preliminary Information Statement on Schedule 14C
File No. 000-30803
Filed May 7, 2008
Dear Ms. Gowetski:
We are in receipt of your correspondence of May 16, 2008 requesting additional information and clarification regarding SMS’s Preliminary Information Statement filed May 7, 2008, 2008. Our response to your request follows:
Preliminary Information Statement filed May 7, 2008
| 1. | It appears from the table on page 10 that beneficial owners and management own only 33.98% of your outstanding shares. Please revise your disclosure to identify the shareholders that approved the actions noted on page 2 and provide a table showing the number of outstanding shares and percent of outstanding shares that each shareholder holds. |
The following paragraph and table will be added in their entirety, to the section titled General Information on page 3:
VOTING SECURITIES AND INFORMATION ON CONSENTING STOCKHOLDERS
The record date established by the board of directors for purposes of determining the number of outstanding shares of voting capital stock was May 9, 2008 (the “Record Date”). As of the Record Date, there were 30,690,386 shares of Common Stock issued and outstanding. The Common Stock constitutes the only outstanding class of voting securities. Each share of Common Stock entitles the holder to one (1) vote on all matters submitted to the shareholders. The consenting stockholders are the record and beneficial owners of 18,428,644 shares of Common Stock which represent 60.05% of the issued and outstanding shares of the Company’s voting stock. No consideration was paid for the consent. The names of the consenting stockholders and the number of shares of Common Stock with respect to which such consent was given is as follows:
Ms. Jennifer Gowetski
Securities and Exchange Commission
May 17, 2008
Page 2
Name and address of voting stockholder | Relationship to Registrant | Number of Shares of Stock Voted | Percentage of Outstanding Stock (1) |
| Eddie Austin, Jr. | Chairman/CEO | 2,500,000 | 8.15% |
| United Managers Group, Inc. | Shareholder | 7,928,644 | 25.83% |
| Non-Affiliated Holders (6) | Shareholders | 8,000,000 | 26.07% |
All Voting Shareholders | 18,428,644 | 60.05% |
| 2. | Please tell us how you obtained the consents of the shareholders who approved these actions and provide a legal analysis detailing how acquiring the consents from the shareholders did not constitute a solicitation of proxies. |
Those non-affiliated shareholders who consented to the amendments individually voted their shares by way of a written ballot. At no time did the Company solicit proxies from individual shareholders. Only those large shareholders who were known to be interested in the Company’s restructuring plans were contacted and asked if they would be willing to vote with management on the proposed changes. Each contacted shareholder enthusiastically provided a written ballot.
| 3. | In the table on page 10, you disclose that United Managers Group, Inc. holds 25.83% of your shares. Please revise to identify the natural persons who have sole or shared voting power over the shares held by this shareholder. |
The section titled Security Ownership by Certain Beneficial Owners and Management and the table contained therein will be replaced, it their entirety, by the paragraph and table shown below, which have been updated to include the names of those persons with voting power over the shares held by corporate entities.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 9, 2008 with respect to the beneficial ownership of shares of the Company’s common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of the Company’s common stock, (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of May 9, 2008, there were 30,690,386 shares of the Company’s common stock issued and outstanding:
Ms. Jennifer Gowetski
Securities and Exchange Commission
May 17, 2008
Page 3
Name and address of beneficial owner | Relationship to R egistrant | Number of Shares of Common Stock | Percentage of Common Stock (1) |
Eddie Austin, Jr. 4703 Shavano Oak, Ste 104 San Antonio, TX 78249 | Chairman/CEO | 2,500,000 | 8.15% |
United Managers Group, Inc. Attn: Charles Pircher 4703 Shavano Oak, Ste 104 San Antonio, TX 78249 | Shareholder | 7,928,644 | 25.83% |
All Officers and Directors as a group (total of 1) | 2,500,000 | 8.15% |
| (1) | Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 9, 2008. |
* * * * *
It is understood by the company and its management that the company is solely responsible for the accuracy and adequacy of the company’s disclosure in its SEC filings and that such accuracy and adequacy must have the utmost attention to detail. It is also understood that SEC staff comments or changes to the company’s disclosure as a result of such comments does not preclude the Commission from taking further action and that the company can not assert staff comments as a defense in any preceding initiated by the Commission or any other person under the federal securities laws of the United States.
Should you have any further questions please feel free to contact Andrew Farmer at (832) 364-6317 or the undersigned at (832) 778-4450.
Sincerely,
/s/ Eddie Austin, Jr.
Eddie Austin, Jr.
Chairman and CEO