Comment Number | Page (s) | Explanation |
1 . | 2 | Fee revised |
2 . | 4 | Persons disclosed |
3 . | 5 | Information removed |
4 . | 6 | Disclosure revised |
5 . | 9 | Wording removed |
6 . | 10 | Risk removed. No anticipated litigation |
7 . | 11 | Affiliates identified |
8 . | 8 | Risks removed |
9 . | 12 | Risks added |
10 . | 13 | Revised |
11 . | 13 | Revised |
12 . | 13 | None |
13 . | 15-16 | Dilution entirely rewritten |
14 . | 15-16 | Dilution entirely rewritten |
15 . | 15-16 | Dilution entirely rewritten |
16 . | Understanding confirmed | |
17 . | 17 | Persons disclosed |
18 . | 18 | Solicitation methods disclosed |
19 . | Filed as Exhibit 1 | |
20 . | 38-39 | Disclosure concerning GoPublicToday revised, expanded and moved |
21 . | 38-39 | Disclosure concerning GoPublicToday revised, expanded and moved |
22 . | 20 | No plans disclosed |
23 . | 23 | Included |
24 . | 23 | Removed |
25 . | 25 | Disclosed |
26 . | 25 | Disclosed. No licenses |
27 . | 26 | Types purchasers and how sell disclosed |
28 . | None | |
29 . | 26 | No dependence disclose |
30 . | 25-26 | Disclosure revised |
31 . | 25-26 | Disclosure revised |
32 . | 25-26 | Disclosure revised |
33 . | 25-26 | Disclosure revised |
34 . | 25 | Hardware described |
35 . | Eliminated | |
36 . | 25-26 | Disclosure revised |
37 . | 25-25 | Disclosed |
38 | 28 | None disclosed |
39 . | 25-26 | Disclosure revised |
40 . | 38 | Disclosure moved and revised |
41 . | 38 | Paid and issued |
42 . | 28 | No employees. Form of independent contractor agreement filed as exhibit. |
43 . | 28-35 | Entire section updated and rewritten in response to comments |
44 . | 28-35 | Entire section updated and rewritten in response to comments |
45 . | 28-35 | Entire section updated and rewritten in response to comments |
46 . | 28-35 | Entire section updated and rewritten in response to comments |
47 . | 28-35 | Entire section updated and rewritten in response to comments |
48 . | 38 | Disclosed |
49 . | 39 | Revised and disclosed |
50 . | They are not. | |
51 . | 38-39 | Disclosed |
52 . | 41 | None |
53. | 43 | Revised |
54. | 44 | Removed |
55. | 43 | Eliminated |
56. | 45 | Disclose |
57. | 45 | There are none, as disclosed |
58. | 17 | Included |
59.-74. | See below | |
75. | Consent filed as exhibit | |
76 | 73 | Cross reference to disclosure on pages 38-39 included |
77. | 75 | No solicitation or advertisement disclosed |
78. | Revised opinion filed as exhibit | |
79. | Done |
ACCOUNTING COMMENTS:
December 31, 2004 Financial Statements, page 33
59.
There is only one significant expense component in general and administrative costs - - stock issued for services. See revised statements of operations.
Statements of Stockholders’ Deficit, page 34
60.
Regulation S-X does not require a separate column showing the par value of each issuance. As this information is meaningless, the reconciliation of par and paid in capital is shown at the bottom of the statement.
61.
Please see revised financial statements and revised Item 26.
62.
Please see revised financial statements and revised Item 26.
63.
Please see revised financial statements and revised Item 26.
Statement of Cash Flows, page 35
64.
See changes to statements of cash flows.
65.
See changes to statements of cash flows.
Notes to Financial Statements, page 36
66.
Reference Management’s Discussion and Analysis of financial condition and results of operations. All sales were from hardware and software. No additional revenue recognition policies should be required.
67
Please see revisions to the disclosures in MD&A.
Note 5 - - Commitments, page 38
68.
Please see revision to Note 5. No payments were made, and no services were to be performed until 2005. Therefore, no obligation was recorded.
69.
All stock was issued and accounted for at fair value. In this case, all shares authorized from December 2004 to date were valued at $0.10 per share. This is the price per share investors paid in January 2005. Please see revision to Note 5.
