August 5, 2005
Mail Stop 0306
Christopher Miles
Wimax EU, Ltd.
356 Pine Avenue, Apt. 1
Pacific Grove, California 93950
Re: Wimax EU, Ltd.
Amendment No. 1 to Registration Statement on Form SB-2
Filed July 6, 2005
File No. 333-123351
Dear Mr. Miles:
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.
Prospectus cover
1. Please disclose Mr. Miles` relationship to your company.
2. Please clarify that any sales of Mr. Miles` shares also will be
at
the fixed price until your shares are quoted on the OTC Bulletin
Board.
About Our Company, page 1
3. Please provide support for your statement that the WiMAX
technology is able to provide wireless service over an area as
great
as 3,000 square miles per antenna.
4. Provide us independent, objective support that the market you
intend to serve is "far more fertile" than that of the U.S.
5. Provide us independent, objective support for your statement
that
the European phone system was not built out on an analog system
and
that European conversion to digital under GSM was more rapid than
the
U.S. conversion.
6. We reissue comment 3 in part. Please briefly highlight the
status
of your developments to date.
7. We note your response to our prior comments 26, 27 and 28 from
our
letter dated April 6, 2005. We note that the fourth paragraph in
this section is one you stated you deleted in response to our
comment. Please respond to our comments 26, 27 and 28 here.
8. Please clarify what you plan to offer your customers. Will you
operate the broadcast antenna? If you will contract with the
operator, what additional value do you intend to add? Will you
operate the line-of-sight antennae? Will you sell user antennae?
Will you offer an internet connection subscription service?
9. Clarify when the Intel technology was introduced.
Terms of the Offering, page 1
10. Clarify why this offering will further your goal of having
your
shares listed on the OTC Bulletin Board. Also explain why this is
your goal.
11. We note you have 50 shareholders and the list of selling
shareholders includes 50 individuals and entities. Please
disclose,
if true, that all your current shareholders are listed as selling
shareholders in this prospectus.
Risk Factors, page 2
12. We note your new risk factor on page 3 regarding technological
advancement. Please add a separate risk factor to discuss your
company`s and your executives` experience, or lack thereof, with
regards to the Wimax technology you seek to market.
Selling Shareholders, page 7
13. Reconcile the 9,715,000 shares mentioned in this section with
the
9,700,000 shares mentioned on the prospectus cover. Also
reconcile
the total number of shares mentioned in the text preceding the
table
with 13,700,000 shares mentioned in the fee table.
Directors, page 10
14. Please explain the nature of Dorado`s business before the
merger.
Security ownership, page 10
15. Provide the address for each identified shareholder.
Description of Securities, page 11
16. Please reconcile the number of outstanding securities shown
here
with the number in your latest balance sheet.
Description of Business, page 13
17. Please clarify when you developed the objectives described in
this section. It is unclear whether the disclosure reflects your
plan since your incorporation and what your activities have been
during that time. Why has it taken this amount of time to develop
to
this stage? If you have been involved in other activities, to
what
extent did those activities progress, and when and why were they
abandoned?
18. We note your response to our prior comment 18. Please provide
us
with copies of the reports marked to identify the statistics you
cite
in paragraphs 5-6 on page 13 and paragraphs 3-7 on page 15. Also
provide us with a copy of the information you describe from Wimax
Forum on page 17.
19. Please describe what it means when you say you have acquired
40
URL addresses. Also describe how you intend to make this the
basis
of your network providers.
Wimax Wireless Broadband Internet, page 14
20. We note your new disclosure regarding the WiMAX technology on
page 14. Please balance the positive attributes of such
technology
with a description of potential shortcomings of the technology.
Describe how "robust" the receiving antenna must be to receive a
signal.
21. Disclose how you have rights to the intellectual property
underlying the products you intend to offer. For example, how
have
you acquired the Intel technology?
Market Comparison, page 14
22. Pease revise your disclosure "Among the companies we have
chosen
to create alliances with are Aperto Networks and NetNext Wireless"
to
clarify that you are seeking to create relationships with such
companies, if true.
The Interactive Website, page 16
23. Please clarify how you are "working with" the web site
developer.
Clarify how the web site will operate with your product or
service.
Also, file any agreements with the developer.
Management Discussion and Analysis, page 18
24. Please complete the disclosure in paragraph 7.
25. Please refer to comment 33 in our letter dated April 6, 2005.
Revise your disclosure to quantify the total funds that you will
need
to raise to meet your stated objectives.
Market for Common Equity, page 19
26. Please reconcile the issuances described in this section with
the
information in your most recent Consolidated Statement of Changes
in
Stockholders` Equity.
27. With a view toward disclosure, please tell us why your audited
balance sheet as of December 31, 2004 indicates that you have
issued
more shares than authorized. If your most recent stock split
required modification because it resulted in more shares than you
were authorized to issue, please expand your disclosure where you
mention the "retirement" of shares (like on page 7) to explain
these
developments. Also tell us how "retirement" of shares you were
not
authorized to issue could result in paid-in capital.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 22
28. Please refer to the changes made in response to comment 40
from
our April 6, 2005 letter. The current disclosure refers to the
two
most recent fiscal years subsequent to December 31, 2004. Under
Item
304 of Regulation S-B, you would address the period during your
two
most recent fiscal years and any subsequent interim period. In
any
case, please note that this disclosure refers to changes in
accountants and not your current auditors if there has been no
change. If there were no changes in your accountants you may so
state
in the disclosure.
March 31, 2005 Condensed Financial Statements
Condensed Statements of Operations, page 2
29. Please note that while this statement may be presented in a
condensed format, we would expect that the expense categories and
amounts would reconcile to your audited financial statements for
fiscal 2004 and 2003 and the period from inception through
December
31, 2004. Please revise or advise.
30. Please refer to comment 42 in our letter dated April 6, 2005.
Please tell us and revise your disclosures to quantify the amount
of
contributed services you recorded in the first quarter of 2005.
If
you believe these amounts are not material to your operations
please
provide us with your materiality analysis.
31. Please revise to only round your net loss per share
calculation
to the nearest cent.
Condensed Statements of Changes in Shareholders` Equity
(Deficiency),
page 3
32. Please tell us why you reflect the issuance of common shares
in
1999 and 2000 at a value that is less than the par value of your
common stock. Please explain whether or not these issuances met
the
requirements of law and your articles of incorporation. Tell us
why
you believe the current presentation showing negative additional
paid-in capital is appropriate under U.S. GAAP.
Note A. Description of Organization, page 6
Basis of Presentation and Going Concern, page 6
33. Since you do not include a review report from your auditors
for
the interim period, it is not appropriate to refer to that report
in
this section. Please revise to exclude these references, or
include
the referenced review report.
Note D - Shareholders` Equity, page 10
34. We note that you did not assign a volatility factor to your
valuation of the stock options issued in 2005. It appears that
you
may be using the minimum value method under paragraph 20 of SFAS
123.
Please note that you should not continue to use that method once
you
have filed a registration statement for your common stock. That
is,
if the option was issued after the date you first filed your Form
SB-
2 you should not use that method. Please revise or advise.
Please
also disclose to whom you issued the options and the nature of the
services provided.
35. Please refer to prior comment 49 from our letter dated April
6,
2005. Please revise to disclose all of the significant terms of
the
put option. The disclosure should state, similar to your
response,
that the option gives the company the right, but not the
obligation,
to repurchase the shares of common stock. The disclosure should
also
clarify whether or not the option must be exercised in full, or
may
be exercised in part. Please tell us in more detail how you
evaluated the accounting for this arrangement and disclose how you
are accounting for and valuing the put option. Cite the
accounting
literature upon which you relied. Also, please reconcile with
your
disclosure on page 58 reflecting that you issued the stock options
in
exchange for a call option, not a put option. Explain why Mr.
Miles
agreed to enter into the put option. That is, discuss what
consideration he received in exchange.
December 31, 2004 Financial Statements, page F-1
Note E - Commitments and Contingencies, page F-12
36. Please refer to prior comment 43 from our April 6, 2005
letter.
Please disclose all of the significant terms of your royalty
agreement and addendum to royalty agreement. Please reconcile the
disclosures with the terms of the agreements included in exhibits
10.2 and 10.6, including the 30-year term of the agreement under
section 1(d) of the royalty agreement with your disclosure of a
ten
year term and the requirement for an underwritten registration
under
section 5. Tell us where the agreement discusses the issuance of
1,000,000 shares of stock. Tell us why you are valuing the shares
at
$0.01 per share. Please revise your interim financial statements
to
discuss the significant terms and accounting for this agreement
and
the addendum signed on January 3, 2005. Please also tell us and
disclose how you are accounting for the share consideration and
tell
us why. Cite the accounting literature upon which you relied.
Exhibits
37. Please file the lock-up agreements mentioned on pages 19 and
20
and in your response to comment 46.
38. Please tell us which exhibit reflects the waiver mentioned in
your response to comment 37.
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 Eric Atallah at (202) 551-3663 or in his
absence, Kaitlan Tillan at (202) 551-3604, if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 551-3637 or me at (202) 551-
3617
with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
cc: Gregg E. Jaclin, Esq.
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Christopher Miles
Wimax EU, Ltd.
August 5, 2005
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