July 28, 2005
By facsimile to (303) 295-1563 and U.S. Mail
Mr. Michael J. Gordon
Chief Financial Officer and Vice President, Corporate
Administration
BlastGard International, Inc.
12900 Automobile Boulevard, Suite D
Clearwater, FL 33762
Re: BlastGard International, Inc., formerly OPUS Resource Group,
Inc.
Pre-effective Amendment 5 to Registration Statement on Form
SB-2
Filed July 13, 2005
File No. 333-121455
Amendment 1 to Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2004 and
Amendment 1 to Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2005
Filed July 13, 2005
File No. 333-47924
Dear Mr. Gordon:
We reviewed the filings and have the comments below. Unless
indicated otherwise, our page references below are to the version
of
the document filed on the EDGAR system.
SB-2/A5
1. If applicable, comments on the SB-2 are comments on the 10-KSB
and
subsequent Exchange Act reports and vice versa.
Prospectus` Outside Front Cover Page
2. Highlight in the version of the document filed on the EDGAR
system
the cross reference to the risk factors section by prominent type
or
in some other manner as required by Item 501(a)(5) of Regulation
S-K.
Market for Common Stock and Related Shareholder Matters, page 23
3. Revise to give the range of high and low bid information for
each
quarter within the last two fiscal years and any subsequent
interim
period for which financial statements are required by Item 310(b)
of
Regulation S-B. See Item 201(a)(1)(ii) of Regulation S-B.
Executive Compensation, page 31
4. We note the response to prior comment 16. Indicate by footnote
to
the summary compensation table or in some other manner that
although
Mr. Kevin J. Sharpe`s employment agreement provides for an annual
salary of $125,000, Mr. Sharpe received only $100,000 in 2004
because
he was not employed for the full year.
Certain Relationships and Related Transactions, page 34
5. Refer to exhibit B(1) to exhibit 10.18 in the current report on
Form 8-K dated June 29, 2005 and filed July 6, 2005, and disclose
the
fees that BlastGard has agreed to pay to The November Group, Ltd.
under the agreement.
Note 5. Shareholders` Equity
Options granted to employees, accounted for under the fair value
method, page F-15
6. We note the response to prior comment 10. It remains unclear
to
us how your pro forma disclosure recognizes compensation expense
over
the vesting period in accordance with paragraph 30 of SFAS 123.
We
note that a significant number of options vested on January 1,
2005,
and a second group of options will vest on January 1, 2006.
However,
it does not appear that you have recorded any compensation expense
related to these options at December 31, 2004. Tell us how you
determined that you did not have to record compensation expense
related to these options on a straight line basis over the vesting
period, and tell us what accounting guidance you relied upon.
Alternatively, revise this pro forma disclosure in the SB-2 and in
future filings under the Exchange Act.
Recent Sales of Unregistered Securities, page II-1
7. We note the response to prior comment 2. Unlike the courtesy
copy
of the document, the disclosure on page II-4 in the version of the
document filed on the EDGAR system continues to state that you
issued
to Andrew Garrett, Inc., the placement agent, a warrant to
purchase
4,870 shares rather than 4,970 shares. Thus, we reissue the
comment.
8. We note the response to prior comment 12. Unlike the courtesy
copy of the document, the disclosure on page II-4 in the version
of
the document filed on the EDGAR system continues to omit the
exemption under the Securities Act that BlastGard relied upon to
issue to Basic Investors, Inc. a warrant to acquire 150,000 shares
of
common stock. Thus, we reissue the comment.
Closing
File an amendment to the SB-2 in response to the comments.
To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment. Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments. If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter. We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since BlastGard and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If BlastGard requests acceleration of the registration
statement`s effectiveness, BlastGard should furnish a letter at
the
time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve BlastGard from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.
* BlastGard may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Jennifer
K.
Thompson, Staff Accountant, at (202) 551-3737 or Anne M.
McConnell,
Senior Staff Accountant, at (202) 551-3709. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3760.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Troy A. Young, Esq.
Futro & Associates, P.C.
Alamo Plaza
1401 17th Street, Suite 1150
Denver, CO 80202
Mr. Michael J. Gordon
July 28, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE