Mail Stop 0308
February 25, 2005
VIA U.S. MAIL AND FACSIMILE
Mr. Peter Vaisler
Chief Executive Officer and President
Alliance Recovery Corporation
#390 - 1285 N. Telegraph Road
Monroe, MI 48162-3368
Re: Alliance Recovery Corporation
Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-121659
Filed on February 11, 2005
Dear Mr. Vaisler:
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.
General
1. Please disclose your response to our prior comment 2. Also,
please tell us whether you anticipate completing the renegotiation
with Mirador prior to requesting acceleration of this registration
statement.
Front Cover Page of Prospectus, page 3
2. We reissue our prior comment 7 in part. The selling security
holders will utilize this prospectus to find purchasers of your
shares. Accordingly, please add a sentence here briefly
highlighting
that purchasers in this offering may be receiving an illiquid
security.
Summary Information, page 5
3. We reissue our prior comment 13 in part. Please better clarify
the current status of your business rather than what you intend of
your business.
Risk Factors, page 6
4. We reissue our prior comment 14 in part. The following risk
factors continue to contain generic disclosure that could apply to
any company in any industry:
* "Our success is dependent on our ability to raise additional
financing in the future."
* "The operation of our facility may result in liability claims
against us resulting in possible damages about our insurance
limits
and negatively affecting our profitability."
We have a limited operating history..., page 7
5. We note your response to our prior comment 17. However, please
clarify what you mean by, "[w]e will not need financing until we
raise $20 million and commence operations of our facility."
There is presently no public trading market..., page 6
6. We reissue our prior comment 21 in part. In a distinct risk
factor, please discuss the risks that result given that the
offering
price was arbitrarily determined and that the price bears no
relation
to your assets, earnings, book value, or other criteria of value.
Use of Proceeds, page 10
7. We note your response to our prior comment 22. However, please
disclose your possible aggregate proceeds from the exercise of
warrants in this section and in your Management`s Discussion and
Analysis section as well.
Determination of the Offering Price, page 11
8. We reissue our prior comment 25. You may not simply "estimate"
your offering price. The initial offering price apparently is
$0.50
per share. Only once your shares are listed or traded may the
selling shareholders sell at prevailing market prices.
Plan of Operations, page 14
9. We note your response to our prior comment 33. However, please
disclose the qualifications, financial resources, and any other
material aspects, including timing, necessary to become listed on
the
American Stock Exchange or the Nasdaq Small Cap. Also, please
clarify whether the standard of "being traded on a recognized
stock
exchange" includes being listed on the OTC Bulletin Board.
10. We note your response to our prior comment 34. However,
please
be more specific about your discussions with suppliers and
operators
who have expressed an interest in, or with whom you have had
discussions about, participating in your overall business. If you
are unable to provide greater specificity, please state this in
your
document.
One Step Manufacturing Process, page 20
11. We note your response to our prior comment 40. However, in
paragraph three of this section, you describe the pyrolytic
reaction
that all current thermal operations utilize. Please clarify if
this
is the process you will use in your facilities, or whether your
process will improve upon the one you describe.
Process of Tire Derived Fuel, page 21
12. We note your response to our prior comment 43. However,
please
disclose what fuels are derived currently from tires, and please
tell
us how they are derived.
Product, Markets, & Services, page 23
13. We note your response to our prior comment 48. Please include
your calculations in your document.
Directors, Executive Officers, page 30
14. We note your response to our prior comment 67. Please
identify
the other directorships Mr. Martin held in reporting companies,
naming each company. Please state if his directorships were not
with
reporting companies. See Item 401(a)(5) of Regulation S-B.
Selling Stock Holders, page 33
15. We note your response to our prior comment 71. However,
please
identify the beneficial owner that has the ultimate voting or
investment control over the shares listed in your selling
shareholder
table for Eagle Visions Securities Corp. See Interpretation 60
under
Section I. Regulation S-K in the Division of Corporation Finance`s
Manual of Publicly Available Telephone Interpretations (July
1997).
16. We reissue our prior comments 72 and 73. Qualifying your
response by "to [your] knowledge," suggests that you are uncertain
as
to whether any selling stockholder is a broker-dealer or an
affiliate
of a broker-dealer. In this regard, please tell us whether you
have
conducted any due diligence to verify the broker-dealer status of
the
selling stockholders.
Plan of Distribution, page 39
17. We note your response to our prior comment 75. However, Item
510
of Regulation S-B requires you to provide the undertaking in the
first sentence of Item 512(e) in your prospectus. Currently, you
have this undertaking only in Part II of your document, which is
not
part of the prospectus. Therefore, please include this
undertaking
in the prospectus portion of your document as well as in Part II.
If
the undertaking is in your prospectus already, please tell us
where
it can be found. See Item 14 of Form SB-2 and Item 510 of
Regulation
S-B.
Financial Statements
General
18. In your next amendment please update your financial
statements,
as necessary, through December 31, 2004. See Item 310(g) of
Regulation S-B.
Item 26, Recent Sales of Unregistered Securities, page 43
19. We note your response to our prior comment 82. Please do
disclose the first two sentences of your response with regard to
the
purchasers listed in the table on pages 45-46.
Item 28, Undertakings, page 48
20. Please remove the redundant undertaking required by Item
512(e)
in your document.
* * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact David DiGiacomo, Staff Accountant, at (202)
824-5493, or George Oshiek, Accounting Branch Chief, at (202) 942-
2905, if you have questions regarding comments on the financial
statements and related matters. Please contact John Fieldsend,
Staff
Attorney, at (202) 824-5505, David Mittelman, Legal Branch Chief,
at
(202) 942-1921, or me at (202) 942-1900 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Richard I. Anslow, Esq.
Anslow & Jaclin, LLP
Via Fax: (732) 577-1188
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Alliance Recovery Corporation
February 25, 2005
Page 1