Room 4561
May 17, 2005
Mr. Alexander Vesak
American Media Systems Co.
3500 Cornett Road
Vancouver, British Columbia, V5M2H5
RE: American Media Systems Co.
Registration Statement on Form SB-2/A
Filed April 25, 2005
File No. 333-123169
Dear Mr. Vesak:
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.
Please note that references to prior comments correspond to our
letter dated April 7, 2005. After reviewing this information, we
may
or may not raise additional comments. Feel free to call us at the
telephone numbers listed at the end of this letter.
General
1. Update the financial statements pursuant to Item 310(g) of
Regulation S-B.
Prospectus Summary, page 3
2. Previous comments 6, 19 and 20. While your supplemental
response
to prior comment 20 indicates that there is no "material risk" of
investor funds not being returned, your disclosure on page 3
states
that there are no "material circumstances" under which funds will
not
be returned. Please revise your disclosure consistent with your
supplemental response to indicate that there is no material risk
of
funds not being returned or advise as to the meaning of the term
"material circumstances." Additionally, please advise as to the
risks associated with a trust which is governed not with a duly
executed contract but with trust instructions executed by Mr.
Vesak.
Please also advise if there are any additional arrangements,
agreements or understanding not disclosed in the prospectus
concerning the trust account.
Risk Factors, page 4
3. Previous comment 25. Please consider adding risk factor
disclosure to disclose the ramifications of Mr. Vesak allocating
only
75% of his time to AMS. Consider disclosing, if true, that Mr.
Vesak
may pursue other business opportunities that do not involve AMS
but
may be similar to those of AMS. Please also consider advising of
any
parameters established with regards to presentation of future
business opportunities.
Our President is our sole director and executive officer ..., page
4
4. This risk factor appears to cover two separate topics:
adequacy
of controls and the loss of Mr. Vesak`s services. As each risk
factor should relate to only one topic, please revise to separate
this risk factor into two separate risk factors.
Use of Proceeds, page 7
5. Please revise your disclosure to indicate in similar numbered
form, the use of proceeds if the maximum proceeds are received.
6. As a follow-up to the comment above, please enhance your
disclosure to explain why your travel costs are substantially
higher
if you do not raise the maximum. While we note your disclosure on
page 18 regarding your plan to reduce DVD production and enhance
your
marketing effort if you do not raise the maximum, please revise to
clarify such plan in this section and to explain the business
rationale behind the plan both here and in "Management Discussion
and
Analysis or Plan of Operation."
Plan of Distribution, page 8
7. We reissue previous comment 21. We note your revised
disclosure,
which indicates that your sole officer and director has no current
plans to buy securities in the offering and that, if he did so,
such
purchase would be with investment intent. However, you have not
specifically disclosed that any shares would be purchased for
investment purposes only and not with the intent to resell.
Please
revise accordingly or advise. Additionally, you have not
specifically disclosed whether your sole officer and director may
acquire some of the shares offered in order to achieve sales of
the
minimum and whether there is a limit on the number of shares he
might
acquire to achieve the minimum. Revise accordingly or advise.
Marketing Plan, page 15
8. Previous comment 35. Please advise of the costs or material
effects of hiring additional agents to distribute to multi-store
chains other than those covered by your contract with Brand
Specialists. Please also revise to define the term "B2B."
Industry, page 14
9. Previous comment 36. Please advise if there are more recent
sources for the information generated by the US F&W, ASA and HIA.
Please also revise your document to prominently indicate the year
of
each source cited and consider discussing any changes that may
have
occurred since the date of each citation. Additionally, as the
HIA
report is unavailable free to non-members please advise if you
have
received consent to incorporate portions of their report. In this
regard, we note that it is not adequate to rely on the HIA
information provided in the public filings of other companies, as
each Securities Act filing that includes non-public third-party
information must be accompanied by a consent from the source of
such
information. See Rule 436 of Securities Act Regulation C.
Managements Discussion and Analysis or Plan of Operations, page 18
10. Previous comment 40. While we note that you do not expect
ongoing filing fees associated with Exchange Act reporting, please
confirm that there are no costs associated with the preparation of
Exchange Act reports in addition to formatting and filing, or
advise.
Part II-Information Not Required in Prospectus
Signatures
11. Please revise to indicate if true that Mr. Vesak is also
signing
in his capacity as controller or principal accounting officer.
See
Instructions for signatures on Form SB-2.
* * * * *
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 Rule 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 Brian Bhandari, at (202) 551-3390 if you
have
questions regarding comments on the financial statements and
related
matters. If you have any other questions please call Adam Halper,
at
(202) 551-3482, Sara Kalin, at (202) 551-3454 or the undersigned,
at
(202) 551-3462. If you need further assistance, you may contact
Barbara Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief-Legal
cc: Via Facsimile
Conrad C. Lysiak, Esq.
601 West First Avenue, Suite 503
Spokane, Washington 99201
Telephone: (509) 624-1475
Facsimile: (509) 747-1770
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American Media Systems Co.
May 17, 2005
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