Kingdom Koncrete, Inc.
4232 East Interstate 30
Rockwall, Texas 75087
(972) 771-4205
December 12, 2006
Mr. Edward M. Kelly
Ms. Jennifer R. Hardy
U.S. Securities & Exchange Commission
100 F Street NE
Washington, DC 20549
RE:
Kingdom Koncrete, Inc.
Form SB-1
File No. 333-138194
Dear Mr. Kelly and Ms. Hardy:
Following are responses to your comment letter dated November 17, 2006.
General
1.
We have provided a comparative statement and operations for the eight months ended August 31,
2005.
2.
Updated financial statements are not required in this filing
3.
The financials statements are consolidated, their notation was inadvertently omitted. Revised
headings on the statements are included in this filing.
4.
The prior comments have been applied to all financial statements in the filing.
Prospectus’ Outside Front Cover Page
5.
You are correct. These dates, however, have been changed to June 12, 2007 throughout the filing
6.
The additional disclosures regarding trading on the bulletin board or an exchange have been
made.
The Offering
7.
We have revised the offering to clarify that affiliates will be able to purchase a maximum of
5,000 shares or a cumulative total of 10% of the aggregate offering (page 2)
8.
We have included a risk factor that discloses the risks of trading in penny stocks (page 5)
9.
The sole officer has been identified in the second and third risk factors
Use of Proceeds
10.
In the second table the term ‘General Corporate Overhead’ has been expanded (page 9)
11.
The more detailed discussion of the use of proceeds has been cross referenced (page 10)
Industry Overview
12.
We have revised this comment to disclose the website where this information can be viewed
without payment of subscription or other fees (page 11)
13.
We have eliminated this statement as the concrete business is a year round business in Texas
Cement and other Raw Materials
14.
Kingdom’s lack of dependence on any one supplier have been addressed (page 13)
Customers
15.
The term ‘repeat customers’ was inaccurate - this has been revised (page 14)
Competition
16.
This cross references risk factor number 5. Additional language has been added in this risk
factor.
Future Products and Services
17.
We have expanded our expansion plans (page 15)
Management’s Discussion and Plan of Operations
18.
We have provided a discussion for each financial statement period presented in our filing (page
15 - 16)
Background of Directors and Executive Officers
19.
We have revised this section to disclose the time Mr. Stevens spends on the business (page 17)
Interest of Management and Others in Certain Transactions
20.
We have added a disclosure on the funds advanced by our majority shareholder (page 18)
Principal Shareholders
21.
We had noted that George DeMars was the beneficial owner of Ascot Investors, LLC. However,
we have removed this disclosure as Ascot Investors, LLC sold 150,000 shares of the 350,000 shares it
held in October after the initial filing (page 18)
Securities Being Offered
22.
It should have read ‘have NO preemptive right’. This has been changed in the filing (page 19)
Financial Statements
Note 1 _ Nature of Activities and Significant Accounting Policies, Revenue Recognition
23.
Our revenue recognition policy has been revised
Note 3 - Notes Payable
24.
The maturity date of the note payable has been disclosed
Note 5 - Income Taxes
25.
This footnote has been disclosed per your comment
Note 6 - Due to Shareholder - Related Party Transactions
26.
The interest rate terms for the Shareholder loan has been disclosed
Note 7 - The lease commitment footnote has been removed
27.
The interest rate terms for the Shareholder loan has been disclosed
Undertakings
28.
Our undertakings have been revised per Item 415(a)(1)(ix) of Regulation C
Exhibits
29.
The exhibit index has been placed immediately before the exhibits with this filing
Exhibit 11.1
30.
The opinion has been revised to specify the file number of the registration statement.
31.
The phrase “subsequent to the Corporation’s valid organization and formation” has been
removed
Please call me if you need any further clarification on any of these answers.
Sincerely,
/s/ Edward Stevens
Edward Stevens
President
