Mail Stop 3561
May 26, 2005
Irene Braham, President
Homassist Corporation
107-1520 McCallum Road, Suite #29
Abbotsford, British Columbia, Canada V2S 8B2
RE: Homassist Corporation ("the company")
File No. 333-124405
Registration Statement on Form SB-2
Filed April 28, 2005
Dear Ms. Braham:
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 on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Prospectus Cover Page
1. Please remove the paragraph stating your intent to apply for
quotation on the OTC Bulletin Board unless you plan to commence
quotation concurrent with the effectiveness of the registration
statement.
Prospectus Summary and Risk Factors
The Company
2. Referring to the third sentence, please provide the basis for
"[W]e do not expect to have revenues until at least three months
after this registration statement becomes effective." or delete
it.
Revise similar disclosure in the second risk factor on page 5.
3. We note that the basis for certain statements made in this
section
is limited research conducted via the Internet. Briefly summarize
the information found and state the source(s) and the date of the
information. Supplementally provide us with copies of this
information.
Risk Factors
4. We note the disclosure in risk factor five that two of your
officers/directors are employed full time "elsewhere". In another
appropriate section of the prospectus, please disclose where these
individuals work and clarify the type of work performed. Please
consider whether their employment may pose a potential conflict of
interest and if so, please add another risk factor addressing this
issue.
5. Please add a risk factor discussing the control by management
and
the resultant risk.
Use of Proceeds
6. Please revise the title to the table be to read "Proceeds from
Sale of Common Stock if All Shares Offered are Sold".
7. Please explain the disclosure that if less than 25% of the
total
offering is raised you will allocate proceeds to certain
expenditures, including website development, when no funds are
allocated to website development if you raise 25% of the total
offering.
Dilution
8. Please reconcile the increase in net book value to existing
shareholders assuming 100% of the offering is sold in the table
with
the disclosure in the paragraph immediately preceding the table.
9. Please revise the dilution table to add a column indicating the
dilution if 25% of the offering is raised.
Plan of Distribution
10. We note your reliance upon Rule 3a4-1 in offering these
securities through your officers and directors. Please disclose
whether each individual offering securities is not subject to a
statutory disqualification, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation. Also,
please
disclose whether each individual is not at the time of his
participation an associated person of a broker or dealer. See
Rule
3a4-1(a)(1) and (3) of the Exchange Act.
11. Please specify how the "interested individuals and
corporations"
will be identified or located by the company`s officers and
directors.
12. You refer to "subscription checks". Please clarify whether
potential investors must complete a subscription form and submit
it
along with their check. If there is a subscription form, please
file
a copy of this form as an exhibit to the registration statement
and
revise the exhibit index to reflect this addition.
Directors, Executive Officers, Promoters and Control Persons
13. Since the company has no operations at this time, please
specify
Ms. Legere`s activities "...devoting approximately thirty (30)
hours
a week to Homassist."
14. Further, please explain Ms. Legere "...is able to make
substantial contributions during her days off."
15. Please disclose each person`s term of office as a director.
16. As required by Item 401 of Regulation S-B, please name the
promoters.
Security Ownership of Certain Beneficial Owners and Management
17. Please update this information to the latest date practicable.
18. Please provide the disclosure required by Item 403(c) of
Regulation S-B.
Description of Securities
19. Please explain the reference to preferred stockholders in the
second paragraph of this section in light of the fact that
preferred
stock is not currently authorized.
Description of Business
Business Development
20. Please explain the statement that you do not have any present
plans, proposals arrangements or understandings regarding the
possibility of an acquisition or merger. Do you have future plans
to
conduct such activities? We may have further comment.
21. We note in the risk factor section, that the company plans to
offer a "how to" course for non-professional caregivers and that
this
will be the sole course offered. Please briefly address this and
its
limitations on the business for the future. If management has any
definitive plans to add services, this should be briefly discussed
as
well as the time-frame for adding these.
22. Please disclose where the classes will be held. Will they be
limited to "senior information seminars" and local malls in the
two
named cities?
23. Briefly describe the course outline or plan. Will the
instruction be given over a time period of weeks or be given in
just
one meeting?
24. We note the projection from the January 2003 report regarding
projections for the following two years. Since this time period
is
past, please provide the actual statistics or explain the
relevance
of these projections now.
Competition and Competitive Strategy
25. Please disclose whether there are any services comparable to
your
services being offered by hospitals, hospices or not-for-profit
agencies.
Distribution
26. Please revise the first paragraph to clarify whether the
company
will advertise its course on community television programs or
plans
to televise the course itself.
27. In the penultimate paragraph, you refer to creating and
registering a website for the company. Please clarify whether you
plan to advertise your course or whether the website will contain
all
of the educational material, and if so, whether the company plans
to
charge a fee for this service.
28. Clarify the meaning of "[S]o that our domain name is
prominently
listed Homassist will use titles to achieve this."
Patent, Trademark, License & Franchise Restrictions and
Contractual
Obligations & Concessions
29. Please disclose whether you have any patents, trademarks, or
licenses. See Item 101(b)(7) of Regulation S-B.
Governmental Controls and Approvals
30. With regards to the last paragraph, please briefly address the
potential future requirements and costs of Labor Standards and
Occupational Health and Safety Standards. Also, please explain
why
you will not have any employees during the next year.
31. Please disclose the need for any governmental regulations of
your
business, including any licensing or certification requirements
for
the individuals providing training.
Research and Development Activities and Costs
32. Briefly outline the "limited research and investigation"
undertaken by the company`s officers and directors.
33. Please estimate the amount spent during each of the last two
fiscal years on research and development activities. See Item
101(b)(10) of Regulation S-B.
Employees
34. We note the statement that you have no employees. Please
explain
why the officers of the company are not considered employees.
Plan of Operations
35. Please provide the basis for the statement that you believe
you
can raise the necessary capital to complete development of your
business within 2 to 3 months after effectiveness of the
registration
statement.
36. We note that this offering has no minimum. Please disclose
your
plan of operations if you are only able to raise nominal funding.
Disclose how you plan to develop your business if you are unable
to
raise sufficient capital through this offering. We may have
further
comments.
37. Please provide the basis for your belief that if you raise
funds
from this offering or begin collecting revenues from operations
within the next six months, you can fulfill your plan of
operations.
There is no minimum to this offering and the company could earn
minimal revenues and still not be able to fully implement the
business plan.
38. Further, please provide the basis for your belief that you
will
"begin collecting revenue from operations within the first year of
this prospectus becoming effective" or remove.
39. Please provide greater discussion of your plan of operations,
including detailed discussion of the various milestones in
developing
your business. For each milestone in your plan of operations,
please
disclose the anticipated time frame for commencing each phase and
completing each phase and the estimated expenses associated with
each. For example, provide the time frame for developing your
brochure and discuss the estimated expense.
40. The information on page 19 simply repeats information from the
use of proceeds and does not enhance the disclosure. Please
revise.
41. Please disclose how long you can satisfy your cash
requirements,
as required by Item 303(a)(1)(i) of Regulation S-B.
Market for Common Equity and Related Stockholder Matters
42. Please explain the statement that there are no promoters being
used in relation to this offering. We direct your attention to
Item
405 of Regulation C for the definition of "promoter."
Financial Statements
Report of Independent Registered Public Accounting Firm, Page F-2
43. Revise the last paragraph to reference management`s plans to
resolve the doubtful status of the company as a going concern. In
this regard, Note 3 should be revised to provide greater
specificity
regarding management`s plans, including the proposed offering.
Statement of Stockholders` Equity
44. Revise to provide dates and relevant details for each issuance
of
common stock as prescribed by paragraph 11(d) of FASB Statement
No.
7.
General
45. Provide a current consent in any amendment and ensure that the
financial statements are updated as required by Item 310(g) of
Regulation S-B.
Recent Sales of Unregistered Securities
46. Please disclose the sophistication of the investors.
Exhibits
47. Please file the legality opinion with the next amendment.
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
provide 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.
Please contact Donald Wiland at (202) 551- 3392 with any
questions
regarding accounting issues and you may contact Janice McGuirk at
(202) 551-3395 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
CC: W. Scott Lawler, Esq.
(403) 272-3620 via fax
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