Mail Stop 3561
July 8, 2005
Ted Burylo, President
Azzoro, Inc.
C/o Empire Stock Transfer Inc.
7251 West Lake Mead Boulevard, Suite 300
Las Vegas, FL 89128
Re: Azzoro, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed May 13, 2005
File No. 333-118262
Dear Mr. Burylo:
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Table of Contents, page 4
1. It appears that the page numbers listed here do not correspond
to
the actual page numbers in the prospectus. For example, you list
section "Description of Business" as beginning on page 20;
however,
this section begins on page 18. Please reconcile accordingly.
Summary, page 5
2. Please add a separate paragraph which indicates the absence of
a
public market for the common shares and briefly explains how the
absence of a public market impacts liquidity.
Risk Factors, page 6
If we do not obtain additional financing..., page 6
3. We note your disclosure that your business plan calls for
"significant expenses" in connection with the exploration of the
Surprise Lake property. We also note your estimate that the
initial
exploration is estimated to cost $15,000. Please, however, expand
your disclosure, here and in your plan of operations, to quantify
the
additional amount of financing needed to determine whether the
property contains economic mineralization and to cover the
anticipated administrative cost.
4. We note your disclosure in the last sentence of the second
paragraph of this risk factor that even after completing all
proposed
exploration, you will not know if you have a commercially viable
mineral deposit. It is unclear why you would not know whether you
have a commercially viable mineral deposit after completing all
proposed exploration. What more do you need to do to make this
determination? Please expand your disclosure, here and in your
plan
of operations, to clarify accordingly.
Because of the speculative nature..., page 7
5. Given your disclosure that "in all probability," the Surprise
Lake
property does not contain any reserves, it appears highly likely
that
you will be unable to complete your business plan, as you state in
the last sentence. Please expand your disclosure to specifically
disclose what you will do if the Surprise Lake property does not
contain any reserves and you are unable to complete your business
plan.
Organization Within Last Five Years, page 18
6. We note your disclosure under "Certain Relationships And
Related
Transactions" on page 23 that Ted Burylo is your sole promoter.
Please provide the disclosure required by Item 404(d) of
Regulation
S-B, as applicable.
Description of Business, page 18
Geological Assessment Report: Surprise Lake Property, page 19
7. Please provide us with a copy of the geological assessment
report
prepared by Erik A. Ostensoe.
Compliance with Government Regulation, page 20
8. Please name the governmental authorities and agencies
applicable
to the exploration of minerals in Canada generally, and in British
Columbia, specifically.
9. We note your disclosure that you have "[b]udgeted for
regulatory
compliance costs in the proposed work program...." Please
quantify
the amount budgeted for the compliance costs. We also note your
disclosure that you will sustain costs of reclamation and
environmental remediation, but that these costs are not known at
this
time. Please disclose estimates of these costs to the extent
possible.
Plan of Operations, page 22
10. Please revise your disclosure to define all technical or
industry-specific terms, the first time they appear, so that they
are
easily understood by one not familiar with your business or
industry.
For example, we note your use of "seismic refraction survey" and
"electromagnetic, magnetic, resistivity and induced polarization
survey."
11. Given that you are currently in the development stage, please
disclose the events or milestones that you will need to
accomplish,
in order to implement your business plan and achieve revenues in
the
next twelve months. In this regard, your disclosure should fully
describe each event or milestone, discuss how you will perform or
achieve each event or milestone, quantify the estimated cost(s) to
achieve each event or milestone and delineate the timeframe for
achieving each event or milestone.
12. Please disclose the information required by Item 303(c) of
Regulation S-B, as applicable.
No Public Market for Common Stock, page 23
13. Please indicate if you have taken any steps to engage a
market-
maker to apply for quotation on the OTC Bulletin Board on your
behalf. Assuming you have engaged a market-maker, clarify how
long
it takes to make an application and have your securities quoted on
the OTC Bulletin Board. Explain what effect quotation on the OTC
Bulletin Board will have on your liquidity.
14. You indicate there can be no assurance that a public market
for
your common stock will ever materialize. Please also indicate
that
there can be no assurance 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.
Financial Statements
General
15. Please revise the document to include audited financial
statements as of March 31, 2005. Further updating of interim
financial statements may be required to comply with Rule 310(g) of
Regulation S-B. We would expect the cumulative data required by
SFAS
7 to be covered by the audit report in the updated audited
financial
statements.
Exhibits, page 50
Legality Opinion
16. We note that the legality opinion refers to AAA Minerals Inc,
as
opposed to the registrant. We further note that the legality
opinion
references the registration of 2,512,000 shares; however, the
registration statement appears to be registering 2,710,000 shares.
Please revise the legality opinion accordingly.
17. We note that you have filed a legality opinion prepared by
Warren
J. Soloski, Esq. It appears, however, that Mr. Soloski is unable
to
provide a valid legality opinion as he is suspended from appearing
or
practicing before us as an attorney. Please see Release No. 51830
at
www.sec.gov/litigation/admin/34-51930.pdf. Accordingly, please
file
a valid legality opinion with your amended filing.
Signatures
18. Please have your chief financial officer sign is this
capacity.
See "Instructions for signatures" to Form SB-2.
* * * *
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 Robert Burnett, Staff Accountant, at (202)
551-
3330, or Jim Allegretto, Senior Assistant Chief Accountant, at
(202)
551-3849, if you have questions regarding comments on the
financial
statements and related matters. Please contact Kurt Murao,
Attorney
Advisor, at (202) 551-3338, or David Mittelman, Legal Branch
Chief,
at (202) 551-3214 with any other questions you may have.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Ted Burylo
Fax: (604) 681-7622
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Ted Burylo
Azzoro, Inc.
July 8, 2005
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