April 6, 2005
Mail Stop 0306
Christopher Miles
Wimax EU, LTD
356 Pine Avenue, Apt. 1
Pacific Grove, California 93950
Re: Wimax EU, LTD
Registration Statement on Form SB-2
Filed March 16, 2005
File No. 333-123351
Dear Mr. Miles:
We have the following comments to your filing. 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Throughout your document where you refer to "registering shares
pursuant to" a stock option plan, please explain whether you are
registering the sale of stock to Christopher Lee Miles, or the
expected resale of his stock.
* If you are registering the resale of the shares underlying the
options, please revise the registration fee table and the
prospectus
to clearly state that fact and that Mr. Miles` sales will be at
the
disclosed fix price until transactions in your securities are
reported on the OTC Bulletin Board. Also, clarify in the
appropriate
section of your prospectus when you issued the option and the
consideration you received for the option.
* If you are selling the original issuance of the shares to Mr.
Miles, please explain how your transaction is consistent with
section
5 of the Exchange Act since it appears that you began that
offering
before you filed the registration statement.
Cover Page
2. It appears as if there is some information missing in the first
sentence prior to the number of shares you are offering in this
prospectus and in the first sentence on page one when you describe
the company`s former name, which you do not identify.
Our Company - Page 1
3. Please expand your description of your company here, including
what it means to be in development stage. Include a brief
description of the products/services you intend to provide, how
your
technology will work, the specific market you seek to address, and
the status of your developments to date.
Terms of the Offering - Page 1
4. Clarify why you are registering this offering at this time and
bearing the expenses of registration for the selling shareholders.
Are you contractually obligated to do so?
Risk Factors
Our auditor has expressed substantial doubt - Page 2
5. Please explain the relevance to investors of your auditor
expressing substantial doubt as to your ability to continue as a
going concern. For example, does this make it harder for you to
obtain additional financing, enter into contracts with suppliers
or
other specific difficulties?
Technological Advancements could bring added - Page 2
6. Please explain what your existing service offerings are, as it
appears you do not currently offer services.
Our future success is dependent - Page 3
7. Please explain, if true, that Mr. Christopher Lee Miles is your
sole employee.
Selling Shareholders - Page 6
8. Please tell us when each selling shareholder acquired the
shares
offered, what consideration was provided for those shares, and
when
the consideration was provided. If a selling shareholder acquired
the shares in the past three years, disclose in your prospectus
the
information requested by the previous sentence; include (1) the
nature of the services provided to the company by the various
consultants who are selling stock in this offering and (2) the
relationship of Mr. Miles` option to the repurchase agreement
filed
as an exhibit.
9. With a view toward disclosure, tell us how the other selling
security holders are related to Mr. Miles.
10. Revise the last paragraph to clarify whether Mr. And Ms. Miles
are broker dealers or affiliates of broker dealers. Also disclose
the nature of any other relationships those individuals had with
your
company.
11. Please reconcile the number of shares in the third column of
this
table with the number of shares in the fee table on the facing
page
of your registration statement.
Directors, Executive Officers, Promoters and Control Persons -
Page 8
12. Please explain the duties Mr. Miles performed as CEO/Director
of
Dorado Capital Ventures, as well as through his consulting
business
and Maxwell Media Marketing.
Security Ownership of Certain Beneficial Owners and Management -
Page
9
13. It appears as if the shares underlying the option granted to
Mr.
Miles described in footnote 1 should be disclosed in the ownership
table. Please revise or explain why this is not required.
14. Please explain why the company decided to issue this
repurchase
option for Mr. Miles shares. Please disclose this transaction in
the
Certain Relationships section on Page 16.
15. Given the disclosure on pages 6 and 17, it is unclear why your
beneficial ownership table does not include more 5% owners. Please
revise or advise.
Description of Securities - Page 9
16. Reconcile the first paragraph, which implies that you only
have
authorized common stock, with the fourth paragraph that mentions
preferred stock.
17. We note your reference to Delaware law. Clarify the
applicability of this law given your disclosure that you are
incorporated in Nevada.
Description of Business - Page 11
18. Please supplementally provide support for the statistics and
studies you cite in paragraphs 4-6 on Page 11 and paragraphs 1-5
on
Page 13.
19. If you have not yet begun operations, tell us why it is
appropriate to state in the second paragraph that you "offer"
technology.
20. Please expand to explain what you mean when you describe any
acquisitions you complete "will be accretive to existing
shareholders."
21. Please expand to explain what you mean when you say your
"financial pro-forma" indicates that the initial roll out can be
accomplished and positive cash flow can be achieved with an
initial
investment of $2 million. Does that include amounts already
spent?
How much more money needs to be raised to reach that $2 million?
22. Please more completely explain the technology and operation of
the products and services you intend to offer.
23. Describe with specificity the actions you have taken to date
to
develop your operations, including the date that those actions
occurred.
WiMAX wireless broadband internet - Page 12
24. Please explain why you believe it is "widely assumed" that
Intel`s 802.16 technologies will eventually be the primary
successor
to broadband connectivity. Please describe the difference between
WiMAX and other technologies including WiFi.
25. Clarify the nature of the interest that companies have
expressed
as mentioned in the first paragraph. It is unclear why these
expressions have not yet resulted in agreements.
26. In the second to last paragraph on page 12, which is also
contained in the summary, please revise to explain how the market
you
intend to serve and the technology you will use are already
developed
and proven. It is unclear from the paragraph how GSM cell phone
systems in Europe, rather than the US would impact your business.
Please provide support for your statements that existing European
cellular providers are openly inviting the income by renting
unused
bandwidth and why you believe you will be able to rent such
bandwidth
from them.
27. Expand your statement that the U.S. is "only now converting to
digital" to disclose with more specificity when the conversion
began.
28. Clarify how the situation you describe in the last paragraph
is
"unique." Do these conditions not exist anywhere else?
Target Market - Page 13
29. You state that "the concept for unlimited dial-up service at a
low fixed price simply doesn`t exist" and that many residential
areas
"do not have the infrastructure necessary to provide quality
broadband services" as well as "usually only have one provider and
service can be spotty." Please supplementally provide support for
these statements.
Operations - Page 14
30. Please explain the licensing requirements in the jurisdictions
you intend to operate. Also disclose the portion of the market
that
does not require such licenses.
Employees - Page 15
31. Reconcile your statement that you have one full-time employee
with your statement on page 4 that your CEO also operates another
business.
Description of Property - Page 15
32. Clarify the nature of your facilities. Is this a single
office
in a commercial office complex?
Management Discussion and Analysis - Page 15
33. Revise to quantify the amounts you expect to spend related to:
* Recruiting new personnel
* Establishing a European headquarters
* Creating alliances, and
* Developing supplier relationships
You should also discuss how you intend to finance such
expenditures.
Related-Party Transactions - Page 16
34. Reconcile the appointment dates mentioned in the second
paragraph
with the dates mentioned in the paragraphs following the table on
page 8.
35. Disclose the duration and nature of the services rendered in
exchange for the securities mentioned in the second paragraph.
Holders of Our Common Stock - Page 16
36. Disclose the nature and duration of the services provided
under
the consulting and royalty agreements mentioned in this section.
37. File the waiver mentioned in the first paragraph on page 17.
Executive Compensation - Page 18
38. You state that the amounts paid reflect amounts paid from the
date of your inception to March 14, 2005, yet, Page F-11 of your
financial statements states that in January of 2000, the company
paid
$10,500 to certain officers and directors. Please revise the
table
to reflect these amounts.
39. Please provide the tables required by Regulation S-B Item
402(c)
and (d).
Item 304. Changes in and Disagreements with Accountants on
Accounting
and Financial Disclosure
40. We note that you did not include this item in your Form SB-2.
Please amend to include the disclosures required by this item.
Financial Statements - Page F-1
Report of Independent Registered Public Accounting Firm - Page F-2
41. We note that your auditors "audited the accompanying balance
sheet of Wimax EU, ltd. as of December 31, 2004 and the related
statements of operations, changes in shareholder`s deficiency and
cash flows for year then ended..." It is unclear from the
introductory paragraph whether your auditors audited your
statement
of operations or statement of cash flows for the year ended
December
31, 2003. Please revise or advise.
Statements of Operations - Page F-4
42. We note from your executive compensation table on page 18 and
from your description of property on page 16, that your officers
and
directors provide services and office space at no charge. If
officers are contributing services and office space, it would
appear
that the contributed services should be valued and recorded. See
SAB
Topic 1B.
Statements of Changes in Shareholder`s Equity - Page F-5
43. We note from your disclosure on page 17 that on October 1,
2004
you issued 1,000,000 shares to Eurotech Capital Ventures, Ltd.
pursuant to a royalty agreement. Please tell us and disclose the
significant terms of this agreement and how you accounted for and
valued the shares issued. Cite the authoritative literature upon
which you relied. As a related matter you should revise your MD&A
to
discuss this and any other material agreements.
44. We note from page 17 that you (a) approved a 10:1 stock split
on
October 15, 2004 and (b) a 5:1 stock split for certain minority
shareholders in February 2005. Please note that changes in your
capital structure due to stock splits and dividends should be
reflected retroactively in your financial statements. You should
also
include an appropriately cross-referenced note to disclose the
retroactive treatment, explain the change made and state the date
the
change became effective. See SAB Topic 4:C. Since the split in
February 2005 was a non-pro rata stock split, please tell us how
you
accounted for this stock split and why. Cite the accounting
literature upon which you relied.
45. Please reconcile the disclosures on pages 16 - 17 with the
disclosures in your financial statements including the notes to
those
statements. Reconcile as to dates, number of shares, price per
share,
and total type and amount of consideration received.
46. We note the discussion of your registration agreements on page
17. Please disclose the significant terms of your registration
agreements in the notes to your financial statements. Tell us how
you
accounted for these agreements and why.
47. We note the disclosure on page 17 of your stock issuances of
3,000,000 shares in 2005. Please revise to discuss the significant
terms of your stock issuances in 2005 and how you will account for
those issuances. Supplementally explain your accounting and cite
the
accounting literature upon which you relied. See paragraph 41 of
SFAS
128.
Statements of Cash Flows - Page F-6
48. Please reconcile the ending cash balance for the year ended
December 31, 2004 with the ending cash balance for the period from
October 14, 1999 to December 31, 2004.
Note B. Summary of Significant Accounting Policies - Page F-8
49. We note from page 9 that you have (a) an option issued to Mr.
Miles for the purchase of 4,000,000 shares of your common stock at
an
exercise price of $0.50 per share and (b) an option to repurchase
up
to 8,000,000 shares from Mr. Miles at $0.025 per share. Please
revise
the notes to your financial statements to discuss the significant
terms of these agreements and how you are accounting for them.
Supplementally explain the basis for your accounting and cite the
accounting literature upon which you relied. Provide all of the
disclosures required by SFAS 123.
Part II - Item 25 Other Expenses of Issuance - Page II-1
50. Please reconcile the estimated expenses of $25,000 of this
registration statement on Page 8 with the $37,500 described in
Part
II of the registration statement.
Closing Comments
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.
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
for
an informed decision. 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Eric Atallah at (202) 824-5266 or in his
absence, Kaitlan Tillan at (202) 942-2861, if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 824-5348 or me at (202) 824-
5697
with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
cc: Greg E. Jaclin, Esq.
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Christopher Miles
Wimax EU, LTD
April 6, 2005
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