mascot properties, iNC.
7985 113TH sTREET SUITE 220
SEMINOLE, FL, 33772
June 12, 2012
Ryan Houseal
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Anglesea Enterprises, Inc. | |
| Amendment No.2 to Registration Statement on Form S-1 | ||
| Filed May 25, 2012 | ||
| File No. 333-179147 |
Dear Mr. Houseal
By letter dated May 31, 2012, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission provided Anglesea Enterprises, Inc. (the “Company,” “we,” “us” or “our”) with its comments on the Amendment No.2 to Registration Statement on Form S-1, originally filed on May 25, 2012 (the “Registration Statement”). We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s response.
General
| 1. | We note that the state of your incorporation is listed in Nevada. The website for the Secretary of State of Nevada indicates that your business license expired on February 29, 2012. Please tell us the current status of your license to conduct business in Nevada and discuss the relevant implications. |
RESPONSE: We have renewed our license to conduct business in Nevada and are currently in good standing.
Cover Page
| 2. | Since you appear to qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act (“the Act”), please disclose on your prospectus cover page that you are an emerging growth company, and revise your prospectus to provide the following additional disclosures: |
| · | Describe how and when a company may lose emerging growth company status; |
| · | A brief description of the various exemptions that are available to you, such as exemption form Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and |
| · | Your election under Section 107(b) of the Act: |
o If you have elected to optout of the extended transition period for complying with new and revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2)(B) of the Act, provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures in MD&A.
RESPONSE: We have revised our disclosure accordingly.
Risk Factors
“We need additional capital to develop our business,” page 5
| 3. | Please revise the risk factor subcaption so that it specifically addresses the dollar amount needed to complete 12 months of operations, the amount of available cash as of the most recent practicable date prior to filing your next amendment, and the amount of your anticipated shortfall. The text of the risk factor should address your liquidity position in greater detail as well as the fact that you have no current arrangements in place to raise additional cash. Ensure that your disclosure here is consistent with your disclosure in the Liquidity and Capital Resources section. |
RESPONSE:We have revised the risk factor subcaption so that it specifically addresses the dollar amount needed to complete 12 months of operations, the amount of available cash of the most recent practicable date and the amount of our anticipated shortfall. We have revised the text of the risk factor should address your liquidity position in greater detail as well as the fact that you have no current arrangements in place to raise additional cash.
“We need to establish and maintain required disclosure controls and procedures and internal controls over financial reporting…”, page 6
| 4. | You state in your revised risk factor disclosure that you will first be required to file an annual report on Form 10-K for the year ending June 30, 2013. Disclosure throughout your document, however, indicates that your fiscal year end is September 30. Please revise or advise. |
RESPONSE: We have revised our disclosure accordingly.
| 5. | As a related matter, revise to indicate clearly that you will not be required to provide management’s report on the effectiveness of your internal control over financial reporting until yoursecond annual report. In addition, as previously requested, please revise your disclosure to indicate that so long as you are a smaller reporting company, you will not be required to provide an attestation report of an independent registered accounting firm regarding the effectiveness of your internal control over financial reporting. |
RESPONSE:We have revised our disclosure accordingly.
| 6. | We note your revised disclosure in response to prior comment 12 indicating that your website is “live” but currently under construction. It appears that your website is not operational as an informational or interactive website as it contains information unrelated to your business, e.g., information regarding Net Now, and provides fictitious contact information. Moreover, it is unclear how you are currently marketing what appears to be a non-functional website at local business events. In this regard, please specifically explain to us in your response letter why your website includes descriptive information regarding the entity Net Now and how you plan to benefit now by marketing a website that is under construction. |
RESPONSE: The website – www.angleseaenterprises.com is operational. We were previously experiencing some temporary technical difficulties with our webhost. Please revisit the website.
| 7. | Your response to prior comment 13 notwithstanding, we note that you have retained the reference to http://pewinternet.org/Reports/2010/Internet-broadband-andcell-phone-statistics.aspx on page 16 of your amended filing. Please revise or advise. |
RESPONSE: We have revised our disclosure and removed reference to http://pewinternet.org/Reports/2010/Internet-broadband-andcell-phone-statistics.aspx
The Market, Page 16
| 8. | We refer to prior comment 14. We were unable to locate a marked copy of the report prepared by PricewaterhouseCoopers US. Please advise. In addition, please ensure that your revised prospectus provides publication dates for any referenced third-party reports. |
RESPONSE: We have revised our disclosure accordingly and have provided a copy of the reports by Pricewaterhouse Coopers attached hereto as Exhibit A.
Directors, Executive Officers, Promoters and Control Persons, page 23
| 9. | We note the revisions made in response to prior comment 18. Please extend your disclosure to provide a more detailed description of Bubbleworld.com’s and any overlapping areas of business between Bubbleworld.com and Anglesea and disclose in the business section, in any appropriate location any policies or procedures for the review and approval of any transactions that may cause a conflict of interest. In addition, please provide an estimate of the number of hours per week Mr. Christie plans to devote to your business. |
RESPONSE: Bubbleworld.com primarily focuses on the marketing and development of various types of entertainment websites, such as bars, restaurants and resort destinations. As the founder and President of Bubbleworld.com, Mr. Christie is responsible for internet and marketing related services related to the site and websites it promotes which may create a conflict of interest. While Bubleworld.com focuses on business in the entertainment sector, Mr. Christie plans to utilize his expertise in internet marketing, site development and management to help small businesses across a wide array of business segments to implement and develop their own strategies for Anglesea. Mr. Christie currently devotes 50% of his time to Anglesea Enterprises which ranges from 20 to 30 hours per week. However, Mr. Christie intends to devote more of his time to the Company once we are further along in our operations. Additionally, in order to help the Company fully realize its business plan, Mr. Christie plans to employ qualified employees over the course of the next twelve months.
| 10. | You state at the end of the description of Mr. Christie’s business experience that you plan to hire additional employees within the next twelve months, though hiring additional employees in not reflected in your plan of operations and the cost of such hires is not reflected in your liquidity discussion. Please revise as necessary or advise. |
RESPONSE: Mr. Christie plans to hire additional employees at market rates as the Company’s cash flow increases. Any sales related employees will be retained on a commission basis, while design and development employees will be contracted on an hourly basis based on project specifications.
Security Ownership of Certain Beneficial Owners and Management, page 25
| 11. | We note date references in this section to information as of both January 19, 2012 and February 2012. Please revise throughout, including the section titled Directors, Executive Officers, Promoters and Control Persons, to ensure that the information provided in the table is given as of the most recent practicable date. |
RESPONSE: We have revised our disclosure accordingly
Signatures, page 32
| 12. | Your response to prior comment 24 notwithstanding, we note that the introductory paragraph for the signatures to your document does not conform to the current language of Form S-1. In this regard we specifically note your statement that “the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1.” Please review this section of Form S-1, available on our website, and revise accordingly. |
RESPONSE: We have revised accordingly.
| 13. | Please refer to prior comment 26. Ensure that Mr. Christie signs any amendments to the registration statement in each capacity in which he serves, including in his capacity as a director. |
RESPONSE: We have revised accordingly.
EXHIBIT A
PRICEWATERHOUSE COOPER REPORTS
