Room 4561
June 10, 2005
Mr. Gordon C. McDougall
President
Revelstoke Industries, Inc.
c/o Dieterich & Associates
11300 West Olympic Boulevard, Suite 800
Los Angeles, California 90064
Re: Revelstoke Industries, Inc.
Registration Statement on Form SB-2 filed February 17, 2005
Amendment No. 1 to Registration Statement on Form SB-2 filed
May
13, 2005
File No. 333-122862
Dear Mr. McDougall:
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement Facing Page
1. We note that you filed a delaying amendment on May 31, 2005.
Please note that when including a delaying amendment in your
filing
such legend must meet the requirements of Rule 473(a) under the
Securities Act.
Prospectus Cover Page
2. Please revise your prospectus cover page to include all
information required under Item 501 of Regulation S-B. We note,
for
example, that the legends required pursuant to Items 501(a)(7) or
(10) and that pricing and other information pursuant to Item
501(a)(9) are not included.
3. You disclose that you cannot state how many, if any, shares
will
be sold since there is no firm commitment with respect to the sale
of
the shares. Similar to your discussion found in your risk factor
entitled "`Best Efforts`/No Firm Commitment" supplement the
disclosure in this paragraph to further make clear that there is
no
minimum number of shares that must be sold in order to complete
the
offering.
4. Further, you disclose that the expenses associated with this
offering have been pre-paid by you and are therefore not deducted
from net proceeds. Confirm that the expenses of the offering,
disclosed in Part II of your registration statement to be
$10,033.26
are reflected in your financial statements. We note the "Prepaid
Expenses" line item on your balance sheet totaling $11,000.
5. We note your definition of terms for Revelstoke Industries,
Inc.
here and in your prospectus summary. Please refrain from using
defined terms in your disclosure as it inhibits the readability of
the document. It appears that the context of your discussion
makes
the defining of terms as reference to yourself unnecessary.
Please
see Items 501 and 503 of Regulation S-B, Rule 421(d) under the
Securities Act and Release No. 33-7497 for additional guidance.
Prospectus Summary, page 3
6. Please include the telephone number of your principal executive
offices as required pursuant to Item 503(b) of Regulation S-B.
7. Please disclose your Internet address. Please see Item
101(c)(3)
of Regulation S-B.
The Offering, page 3
8. In your discussion under "Shares Offered," please clarify your
disclosure to specify that the 162,500 shares to be sold after
your
sale of 100,000 shares will be sold by selling stockholders.
9. In your discussion under "Use of Proceeds," please briefly
discuss
the consequences to your use of proceeds if you do not completely
sell all the shares you are offering in this best efforts
offering.
Risk Factors, page 5
10. Please revise the headings for your risk factors so that each
such heading specifically identifies the risks to you posed by the
risk factors that you discuss. For example, the "Lack of
Profitability/Limited Operating History" heading states briefly a
risk factor but does not concisely state the risk posed by your
lack
of profitability or limited operating history.
11. We note that certain risk factors such as that discussed under
"Economic Conditions" and "Liquidity" relate to general conditions
that affect all businesses and that your discussion does not
specifically address how such a risk would affect your business.
Please refrain from discussing risk factors that apply to any
issuer
or any offering and instead provide a specific discussion as to
how
such a risk would affect you or the offering. Please review your
risk factors in light of this comment.
Competition, page 7
12. We note your discussion of other reclamation and excavation
companies, some of which operate globally, have established
networks
and have significant goodwill. Please reconcile this disclosure
with
the risk you set forth under "Uncertain Market Acceptance." It
appears that with such established competitors, your reclamation
and
preparation services do have an established market.
Industry Uncertainty, page 7
13. It appears that you have set forth in this risk factor
discussion
a number of risk factors that would benefit from separate
discussions
as to their impact on your business. Please revise your
disclosure
accordingly and note our comment 11 above.
Facilities, page 8
14. Please elaborate on the specific risk you face by the fact
that
your current offices are inadequate for your needs.
Dilution, page 9
15. We note your reference to a dilution section, but are unable
to
locate any additional dilution discussion in your disclosure.
Please
provide the disclosure required by Item 506 of Regulation S-B here
or
elsewhere in your prospectus.
Use of Proceeds, page 11
16. We note that you have identified marketing, operations and
working capital as uses for the proceeds from this offering.
Please
provide additional concise disclosure on what each itemized use
entails and whether any specific purpose is contemplated. In
addition, please elaborate on how proceeds will be allocated if
you
do not sell all the shares you are offering and whether any
additional funds will be necessary to accomplish any of purposes
you
have for the proceeds. We note your statement on page 22 that
additional financing will be required to fund the commencement of
operations. Please see Item 504 of Regulation S-B and the
instructions thereto for additional guidance.
Selling Stockholders, page 11
17. It appears that you have provided certain disclosure which
would
more appropriately address the disclosure requirements you sought
to
address under your security ownership of certain beneficial owners
and management section. Please revise your disclosure in this
section accordingly so as to only provide the disclosure required
under Item 507 of Regulation S-B. Please also provide information
related to any material relationship with a selling stockholder.
We
note that Russell J. and Janet Shiels are stockholders and
pursuant
to your later disclosure appear to have a material relationship
with
you. Further, please provide a brief discussion of the
transaction(s) in which the selling stockholders obtained their
shares.
Plan of Distribution, page 14
18. We note your statement that "If all the shares are not sold at
this maximum offering price, we may change the offering price or
any
other selling term." Please elaborate on what the term "all"
refers
to, e.g., your offering plus the shares offered by selling
stockholders, and what you mean by the term "maximum offering
price."
In addition, please address when the offering will end and what
changes you contemplate making to the selling terms if "all" the
shares are not sold. Please also provide us with your analysis as
to
how and when such changes in terms will be communicated to
investors,
whether such investors may retroactively be affected by such
changes
in terms and how such changes conform to the requirement that your
offering materials contain full and fair disclosure of the
offering.
Please note that any change to your offering price or other
material
selling term would likely constitute a fundamental change in the
information in the registration statement as well as a material
change to the plan of distribution, in each case, requiring you to
file a post-effective amendment to this registration statement
rather
than using the existing registration statement to conduct the
modified offering. Revise your disclosure accordingly to reflect
that you may not change the offering price or any other material
"selling term" and still conduct the offering using this
registration
statement. In addition, since you do not meet the requirements of
Rule 415(a)(4), we assume that you are not intending to conduct an
at
the market offering on a continuous or delayed basis. Please
confirm.
19. Please provide us with your detailed analysis as to why your
officers and directors conducting the sales of your shares of
common
stock should not be construed as brokers for which registration is
required under the Exchange Act. Please see Rule 3a4-1 under the
Exchange Act for additional guidance.
20. Please disclose how you will inform investors of whether you
have
sold all 100,000 shares that you are offering. Please also file
the
agreement upon which the selling stockholders have agreed not to
sell
their shares until such time as you have completed the sale of all
your shares. Please see Item 601(b)(10) of Regulation S-B.
21. Please file the indemnification agreements that you have
entered
into with your selling stockholders. Please see Item 601(b)(10)
of
Regulation S-B.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 17
22. Please revise your discussion to provide the information
required
pursuant to Item 303(a) of Regulation S-B. In addition, please
elaborate on your liquidity discussion to discuss in greater
detail
the source of your funds to date.
Description of Business, page 19
23. Please elaborate on your statement that "[you] will utilize
Atlantic`s experience and expertise on a cost-recovery basis."
24. We note your list of services on page 20 to be provided to you
by
Atlantic on a costs plus 15% basis. Your subsequent statement
notes
the payment of $2,500 plus travel expenses for Atlantic`s review
of
the viability of prospective projects. It appears, however, that
the
review of the viability of projects is also listed as a service in
which Atlantic will be paid costs plus 15%. Please reconcile.
25. Please provide us the basis for the statements you make in the
first paragraph under your market and industry analysis section.
26. We note your statement under development opportunities on page
22
that you intend to acquire, reclaim and develop commercial sites.
Your disclosure elsewhere, however, suggests that your business
will
consist of marketing and contracting land reclamation contracts
using
the services of Atlantic as a subcontractor. Please reconcile.
27. With respect to your regulation discussion, please elaborate
on
the specific regulations, e.g., zoning or environmental
regulations,
that impact your business and how they impact your business.
28. With respect to your facilities discussion, please elaborate
on
any current plans you have to meet your office requirements. We
note, for example, that you may obtain a location in the United
States or Canada. Please elaborate on whether specific locations
have been determined and whether there is a particular preference
for
a location. Further, please elaborate on your necessary
considerations when determining where to locate your additional
office facilities and whether you expect your current office
facilities to remain your principal executive offices.
Management, page 22
29. Please clarify whether your two executive officers have been
with
you since your inception.
30. We note your statement on page 24 that Mr. Sedgwick owned one
of
the "largest and most successful independent establishments the
interior of British Columbia had enjoyed." Please provide us with
support for your statement.
Executive Compensation, page 24
31. Item 402(a)(2)(i) of Regulation S-B requires disclosure of
compensation information with respect to your chief executive
officer
or the person acting in a similar capacity during your last fiscal
year. See Instruction 1 to Item 402(a)(2). It appears that Mr.
McDougall served in such a role. Please provide the disclosure
required by Item 402 for Mr. McDougall.
Certain Relationships and Related Transactions, page 24
32. Please provide the disclosure required pursuant to Item 404(a)
of
Regulation S-B with respect to your relationship with Atlantic,
Mr.
Shiels and Ms. Shiels. Please confirm that other than the
foregoing
relationships, you do not have any other relationships or
transactions required to be disclosed pursuant to Item 404(a).
33. Please provide disclosure pursuant to Item 404(d) of
Regulation
S-B.
Legal Matters, page 28
34. Your current disclosure appears responsive to Items 103 and
401(f) of Regulation S-K. Please consider placing such disclosure
in
your business discussion in a section titled legal proceedings.
35. Please consider referring to your counsel`s opinion with
respect
to the validity of the shares being offering in your registration
statement.
Experts, page 28
36. We note that your auditors have consented to their reference
in
this section. It, however, does not appear that they have been
mentioned in this section. Please revise your disclosure to refer
to
your accountants.
Prospectus Back Cover Page
37. Please include the necessary legend pursuant to Item 502(b) of
Regulation S-B.
Auditors` Report, page 30
38. The auditors` report should be appropriately titled "report of
registered public accounting firm." The report also should
indicate
that the audit was conducted in accordance with the standards of
the
Public Company Accounting Oversight Board. Please refer to PCAOB
Auditing Standard No. 1. In addition, the report should clearly
indicate each period audited including the cumulative period. The
inception date should be indicated when referencing to that
periods
that include that date (e.g., date of inception (April 5, 2004) to
February 28, 2005 and date of inception (April 5, 2004) to May 31,
2005). The report should indicate that you also audited the three
month ended February 28, 2005, if true.
Statements of Operations, page 31
39. Tell us why you include nine months of information when you
formed the company on April 5, 2004. It appears that the nine
months
begins on June 1 through February 28, 2005. Explain why June 1st
is
the inception date when you were incorporated on April 5, 2004 and
sold shares of common stock on that date. Tell us and disclose
your
fiscal year end (i.e., May 31). The financial statements included
in
this registration statement should include the period from
inception
to the last day of the reporting period. See paragraph 11 of SFAS
7.
That is, if May 31 is the end of the year, the financial
statements
should include a separate column for the period from inception to
May
31.
40. The cumulative column should include the totals for each
expense
caption presented in the statements of operations. Similar
information is missing from the statements of cash flows. Ensure
that all financials statements include complete information.
Statements of Cash Flows, page 34
41. We note that on April 5, 2004 you issued shares of common
stock
for cash in the amount of $9,167 (your page 33). Tell us why this
amount does not appear on the statements of cash flow. See
paragraph
19(a) of SFAS 95. In addition, tell us why the changes in
"accounts
payable and accrued expenses" do not agree to the changes as
indicated on the balance sheets.
Signatures
42. Please ensure that each of (1) you (the company), (2) your
principal executive officer or officers, (3) your principal
financial
officer, your controller or principal accounting officer and (4)
at
least a majority of your board of directors execute the
registration
statement. Please also specify the capacities in which each
signatory is executing 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 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 related to your 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 the 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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 Steven Williams at (202) 551-3478, or
Stephen
Krikorian, Branch Chief - Accounting, at (202) 551-3488, if you
have
questions or comments on the financial statements and related
matters. Please contact Daniel Lee at (202) 551-3477, or Perry
Hindin at (202) 551-3444, with any other questions. If you need
further assistance, you may contact me at (202) 551-3462.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Christopher H. Dieterich, Esq.
Dieterich & Associates
11300 West Olympic Boulevard, Suite 800
Los Angeles, California 90064
Telephone: (310) 312-6888
Facsimile: (310) 312-6680