February 18, 2005
Mail Stop 0510
By U.S. Mail and facsimile to (413) 622-2550
Nicole Funk
President and Chief Executive Officer
Aerobic Creations, Inc.
201-15225 Thrift Avenue
White Rock, B.C., Canada
Re: Aerobic Creations, Inc.
Form 10-SB12G
File No. 000-51091
Dear Ms. Funk:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that the Form 10-SB goes effective by lapse of time
on
February 21, 2005, pursuant to Exchange Act Section 12(g)(1),
after
which you will be subject to the Exchange Act reporting
requirements.
2. In your letter of February 6, 2005, the company did not make
the
written representations requested in our letter of January 19,
2005.
In connection with responding to our comments in this letter,
please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Management`s Discussion & Analysis, page 9
Results of Operations
3. We note your response to prior comment number 7. Please
disclose
whether your officers and directors have entered into any formal
agreements to advance funds to the company. If your officers and
directors are not obligated to advance funds to the company, then
please expand your disclosure to reflect this.
4. We note your response to comment 8 in our letter of January 19,
2005, on pages 10 and 11 that your ability to continue as a going
concern is dependent upon raising additional capital or generating
revenues. We also note your disclosure on page 9 that you expect
existing cash and expected revenues to satisfy your cash
requirements
for the next twelve months. These statements, taken together,
indicate that existing cash reserves are insufficient for you to
continue operations for the next twelve months. Please provide
discussion of how long you can satisfy cash requirements before it
becomes necessary to derive revenues or raise additional
financing.
Plan of Operation/Projected Milestones, page 10
5. Please update your statement that you anticipate having four
Mass
Appeal DVDs available for sale by the end of January 2005 to
indicate
whether you have begun selling DVDs.
6. Please update your statement that you intend to implement your
direct sales campaign in January/February to indicate whether you
have done so and, if not, when you anticipate launching this
campaign. In addition, please update your discussion of when you
expect to begin taking orders through your website.
Financial Statements
7. The financial statements should be updated, as necessary, to
comply with Rule 310(g) of Regulation S-B.
Cash Flow Statement, page 26
8. The cash flow statement is improperly labeled statements of
operations. Please revise.
Note 3 - Common Stock, page 29
9. If the 26 investors to which 800,000 shares of common stock
were
issued are not related parties, please so state. If one or more
of
the investors was a related party, please separately identify them
and the number of shares.
Please respond to these comments by filing an amendment to
your
filing and providing the supplemental information requested.
Please
provide us with a supplemental response that addresses each of our
comments and notes the location of any corresponding revisions
made
in your filing. Please also note the location of any material
changes made for reasons other than responding to our comments.
Please file your supplemental response on EDGAR as a
correspondence
file. We may raise additional comments after we review your
responses and amendment.
To expedite our review, you may wish to provide complete
packages to each of the persons named below. Each package should
include a copy of your response letter and any supplemental
information, as well as the amended filing, marked to indicate any
changes.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
You may contact Marie Trimeloni, Staff Accountant, at (202)
942-1860 or Rufus Decker, Accounting Branch Chief, at (202) 942-
1774
if you have questions regarding comments on the financial
statements
and related matters. Please contact Matt Franker, Staff Attorney,
at
(202) 824-5495 or Chris Edwards, Senior Staff Attorney, at (202)
942-
2842 or me at (202) 942-1950 with any other questions.
Sincerely,
Pamela A. Long
Assistant Director
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Nicole Funk
Aerobic Creations, Inc.
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE