Mail Stop 0308
June 2, 2005
Michael Eyre c/o
Val-U-Corp Services, Inc.
1802 North Carson Street, Suite 212
Carson City, Nevada 89701
Re: Shepard Inc.
Registration Statement on Form SB-2
Filed May 4, 2005
File No. 333-124632
Dear Mr. Eyre:
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 information so we may better understand your disclosure.
After reviewing this information, we may 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. Your disclosure indicates that you have not commenced
business
operations nor realized any revenues from your planned
operations.
It therefore appears that your proposed business may be
commensurate in scope with the uncertainty ordinarily associated
with a blank check company. Accordingly, please revise your
disclosure throughout your registration statement to comply with
Rule 419 of Regulation C or provide us with an explanation of
why
Rule 419 does not apply.
2. It appears your fiscal year end is December 31. Please
clearly
disclose your fiscal year end.
Prospectus Cover Page
3. We note that you intend for your common stock to be quoted on
the OTC Bulletin Board. Please clarify that, to be quoted on
the
OTC Bulletin Board, a market maker must file an application on
your
behalf in order to make a market for your common stock.
Summary, page 5
4. To provide balance to the summary, please state that you have
received no revenues from operations to date and, as a result,
you
have received a going concern opinion from your auditors. Also
disclose that management has no experience and that your
president
only spends 20% of his time on the business.
The Offering, page 5
5. Please add a separate paragraph that briefly explains how the
absence of a public market for the common shares impacts share
liquidity.
Plan of Distribution, page 11
6. Please alert investors at the beginning of this section that
there is currently no market for any of your shares, and that
you
cannot give any assurance that the shares offered will have a
market value, or that they can be resold at the offered price if
and when an active secondary market might develop, or that a
public
market for your securities may be sustained even if developed.
7. In this regard, please provide comprehensive disclosure as to
how and when you expect to have your shares listed or traded.
For
example, if you anticipate being quoted on the OTC Bulletin
Board,
then disclose that a market maker must file an application on
your
behalf in order to make a market for your common stock. Clarify
how long this takes and whether you have engaged a market maker
to
apply for quotation on the OTC Bulletin Board on your behalf.
Explain what effect quotation on the OTC Bulletin Board will
have
on your liquidity.
Interests of Named Experts and Counsel, page 15
8. In accordance with Item 509 of Regulation S-B, please include
a
reference to the geological consultant whose consent is filed as
an
exhibit to your filing.
Description of Business, page 16
9. Please revise throughout the Business section to more clearly
explain industry terms such as "turbidites" and "grab samples"
on
page 17.
10. Please refer to Biographical Information on page 13. You
state
that Mr. Eyre does not have any professional training or
technical
credentials in the exploration, development and operations of
mines. Please indicate here in the Business section whether he
has
undertaken any measures to familiarize himself with your
business,
albeit non-professional.
11. We also note that Mr. MacDonald is on the boards of eight
other
mining companies. Please discuss here in the Business section
potential conflicts of interest in this regard.
Exploration History, page 17
12. In the second paragraph, please identify the owner of the
CB-1
claim. It is not clear if you are referring to yourself or
another
party. Also, state the date the owner retained Mr. Timmins.
Plan of Operations, page 19
13. You indicate that your plan for the next twelve months is to
complete the recommended phase one and two exploration programs
on
the CB-1 claim. Please enhance your disclosure to provide a
more
in-depth discussion of these programs including the details of
your
expected spending of $5,000 on Phase 1 and $20,000 on Phase 2.
Also, please provide more detail on the types of general and
administrative costs included in the additional $15,000 you
expect
to spend.
14. We note you do not have any verbal or written agreement
regarding the retention of any qualified engineer or geologist
for
this exploration program. Please describe your plans in this
regard. Explain what is required and how difficult it might be
to
find those persons.
Stockholders of our Common Shares, page 20
15. It appears that the number of shareholders shown here should
be
32, rather than 31, since the selling shareholder table lists 32
individuals and the recent sales of unregistered securities
shows
32 shareholders. Please advise or revise.
Financial Statements, page 22
16. Please ensure you update your financial statements to
include
the quarter ended March 31, 2005. Refer to Item 310(g) of
Regulation S-B.
Statement of Operations
17. Earnings per share should be rounded to the nearest cent, in
order not to imply a greater degree of precision than exists.
Please revise your filing accordingly.
2. Summary of Significant Accounting Policies, page 24
d) Foreign Currency Translation, page 25
18. You disclose that your functional currency is the U.S.
dollar.
Please tell us where the impact of translating foreign currency
transactions during the period and period end account balances
into
U.S. dollars is reflected in your financial statements. If you
had
no transactions in a currency other than the U.S. dollar, please
confirm our understanding. Otherwise, please advise us of your
accounting.
Outside Back Cover Page
19. Please refer to the second full paragraph on page 34.
Please
confirm that the dealer prospectus delivery obligation will
appear
on the outside back cover page. This is unclear based upon the
present formatting of your preliminary prospectus. In addition,
please be aware that only information permitted by Item 502 of
Regulation S-B should appear on the outside back cover page.
Accordingly, please also confirm that the Item 304 information
will
not appear on the outside back cover page.
Exhibit 5, Legality Opinion
20. We note your disclaimer in the last sentence of the first
paragraph of your opinion. Please tell us how counsel is able
to
give the opinion without reviewing the registration statement.
* * * * *
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 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 filing to be certain that the
filing includes all information required under the Securities
Act
of 1933 and that they have provided all information investors
require for an informed investment 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 staff comments and the
declaration
of effectiveness 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 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 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 David Digiacomo, Staff Accountant, at
(202)
551-3319 or George Ohsiek, Senior Staff Accountant, at (202)
551-
3843, if you have questions regarding comments on the financial
statements and related matters. Please contact Anita Karu,
Attorney-Advisor, at (202) 551-3240, David Mittelman, Legal
Branch
Chief at (202) 551-3214, or me at (202) 551-3725 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Michael Eyre
Shepard Inc.
Fax: (604) 688-8872
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Michael Eyre
Shepard Inc.
June 2, 2005
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