GARY B. WOLFF, P.C. |
| |
COUNSELOR AT LAW | 488 Madison Avenue Suite 1100 New York, New York 10022 | |
Tel: (212) 644-6446 Fax: (212) 644-6498 Email:wolffpc@nyc.rr.com |
January 28, 2010
Mail Spot 3561
John Reynolds
Assistant Director
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Veterans in Packaging, Inc. (the “Company” or “Issuer”)
Registration Statement Form S1/ Pre-Effective Amendment One
File No.: 333-158584
Dear Mr. Reynolds:
Enclosed is Pre-Effective Amendment One to the above Registration Statement. The changes are made in response to staff comments on the initial filing of the Registration Statement and we have added unaudited interim financial statements for 9 months ended September 30, 2009 and 2008. The paragraph numbers below correspond to the numbered comments in your comment letter dated May 11, 2009.
General
1.
We have added disclosure within the BUSINESS section of the Registration Statement that says that “We are a member of Preferred Packaging Associates (“PPA”) which is a coalition of independently owned businesses in the packaging industry. PPA members share the cost of a website and refer business leads to each other. There are no formal agreements involved in our membership in PPA.”
Calculation of Registration Fee
2.
The suggested change has been made.
Prospectus Cover Page
3.
The suggested disclosure has been made.
Risk Factors
4.
We have added a new Risk Factor #10 covering the anticipated costs of the offering being greater than the maximum proceeds of the offering. We have added a new Risk Factor #11 covering the fact that the anticipated costs of the offering will reduce shareholders’ equity by more than the increase from the sale of shares in the offering.
5.
We have added new Risk Factor #4 covering our going concern risks associated with the costs of being a public company.
Use of Proceeds
6.
The requested disclosure has been made.
7.
The requested disclosure has been made.
Dilution
8.
All calculations have been redone using historical book values at September 30, 2009 and attached as an Exhibit to this letter.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operations
Revenue
9.
The description about revenue was expanded to indicate that the majority of the increase was a function of market conditions rather than anything done by the Company.
General and Administrative Expenses
10.
The Company made minor reclassifications with respect to the items set forth in Item 10.
Liquidity
11.
The requested additional disclosures have been made.
12.
The requested additional disclosures have been made.
Business
13.
We have added the disclosure about our significant reliance on a small number of customers.
14.
We have added disclosure (in the last paragraph to the section entitled “Direct Sales”) that commercial customers currently comprise about 65% of our business and government entities, principally involving the Bureau of Prisons) comprise about 32% of our business.
Direct Sales
15.
The requested additional disclosures have been made.
16.
The requested additional disclosures have been made.
17.
The requested additional disclosures have been made. It has been made clear that VIP is a VOSB but not an SDVOSB. Executive Order 13360 applies principally to SDVOSBs. To avoid confusion, we have eliminated reference to it.
18.
To come
Property
19.
The requested additional disclosure has been made.
Certain Relationships and Related Transactions
20.
We have added disclosure that there are no formal agreements covering these items.
Section 15(g) of the Exchange Act
21.
GBW
Financial Statements
22.
Updated interim financial statements have been included.
Report of Independent registered Public Accounting Firm
23.
A corrected copy of the report is included. There had been an error made with respect to the initial filing during the EDGARIZATION process.
2
Balance Sheet
24.
There is no allowance for bad debts recorded or needed. Total bad debts for recorded receivables at December 31, 2008 is less than $100.
Exhibits
Gary B. Wolff Escrow Account Agreement.
If you have any questions or require anything further, please feel free to call me at 212-644-6446.
Sincerely,
/s/ Gary B. Wolff
Gary B. Wolff
/hk
cc:
Veterans in Packaging, Inc
3
|
| Minimum |
| Maximum |
Offering Price |
| 0.0100 |
| 0.0100 |
|
|
|
|
|
Book value before offering |
| 0.0006 |
| 0.0006 |
|
|
|
|
|
Book value after offering |
|
|
|
|
Before offering |
| 5,190 |
| 5,190 |
Proceeds |
| 4,000 |
| 12,000 |
Costs |
| (65,000) |
| (65,000) |
Total |
| (55,810) |
| (47,810) |
|
|
|
|
|
Shares before offering |
| 9,000,000 |
| 9,000,000 |
Shares sold |
| 400,000 |
| 12,000,000 |
Total |
| 9,400,000 |
| 21,000,000 |
|
|
|
|
|
Book value after offering |
| (0.0059) |
| (0.0023) |
|
|
|
|
|
Dilution |
| 0.0159 |
| 0.0123 |
|
|
|
|
|
Increase to existing shareholders |
| (0.0065) |
| (0.0029) |
Description |
| Initial Source |
| As reported |
| Adjustment |
| Adjusted Amount |
|
|
|
|
|
|
|
|
|
Compensation |
|
|
| 125,208 |
| 26,994 |
| 152,202 |
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
| 4,978 |
| 12,300 |
| 17,278 |
|
|
|
|
|
|
|
|
|
Other |
| AJE A |
| 41,884 |
| (11,217) |
| - |
|
| AJE 1 |
| - |
| (15,777) |
| - |
|
| AJE 1 |
| - |
| (12,300) |
| 2,590 |
|
|
|
|
|
|
|
|
|
Total G&A |
|
|
| 93,758 |
| (11,217) |
| - |
|
|
|
| - |
| (15,777) |
| 66,764 |
4