Mail Stop 3561
September 8, 2005
Connie Linder, President
Panorama Investments Corp.
Suite 720 -999 West Broadway
Vancouver, British Columbia, Canada V5Z 1K5
RE: Panorama Investments Corp. ("the company")
Registration Statement on Form 10-SB
Filed July 6, 2005
File No. 0-51414
Dear Ms. Linder:
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 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. Please note that this is the initial filing for the company on
Form 10-SB under Section 12 (g) of the Exchange Act of 1934. The
next filing will be amendment #1.
2. For the amendment to be filed, please ensure that the
Commission
file number is included on the cover page of the registration
statement.
3. Please file a red-lined version of the amendment and any
correspondence on EDGAR as required by Regulation S-T.
Connie Linder
Panorama Investments Corp.
September 8, 2005
Page 2.
Available Information, page 3
4. Please revise to provide the new address of the SEC which is
100
F. Street, N. E. Washington, D. C. 20549.
Part I.
Item 1. Description of Business
Business Overview, page 4
5. In the initial paragraph, please expand to briefly explain
"...the
Company has secured the rights..."
6. Here or elsewhere under an appropriate heading, disclose
whether
or not the company has a contract with UPS to deliver its products
from the company`s warehouse. Briefly outline the terms and file
any
agreement as an exhibit to the registration statement as required
by
Item 601(b) of Regulation S-B.
Product Line, page 5
7. Identify the herein-referenced "major suppliers". Update the
status with respect to obtaining a contract with each. Any
written
contract should be filed as an exhibit.
8. We reference the second sentence regarding Ms. Serena Tan.
Please
provide the basis for the statement "has developed extensive
networks
around the globe" or delete it. Also, inasmuch as she has worked
for
an airline for eight (8) years, please delete the reference to
"lengthy career" and the promotional tone of that statement.
9. Further, please explain "[T]he company intends to leverage
these
relations..."
10. Clarify "luscious" fabrics and give examples of the "imported
home items" you refer to.
11. Also, please clarify the significance of the Vancouver Night
Market you refer to in the last paragraph of this section.
Sales & Marketing, page 5
12. Based upon the descriptions in the biographical information,
it
does not appear that any of the personnel has any prior direct
experience in the retailing industry.
Connie Linder
Panorama Investments Corp.
September 8, 2005
Page 3.
13. If true, here or elsewhere in an appropriate section, please
address the potential problems to be faced by this company by the
lack of experience and training.
14. Update the status of the company`s plans with respect to the
retail outlets it has identified. Outline any definitive
arrangements and file any contracts as an exhibit.
15. Here or elsewhere as appropriate, please briefly outline the
consignment terms referred to.
16. Disclose what percentage of business does the company plan to
derive from its retail operations and what portion from its
website
presence.
17. Please file the agreement with Colony One On-Line and briefly
outline the principal terms.
18. Please update the information to a more recent date pertaining
to
the orders taken for the company`s products.
Advertising, page 7
19. Explain "now that funds are available". Give the dollar
amount
that is available and the source from which the company is
obtaining
these funds.
20. Update the status of registering the company`s website with
Google, Yahoo, MSN and AOL as mentioned here.
Competitive Business Conditions..., page 8
21. Please identify some of the "larger giftware companies" as
well
as the "smaller niche-market" suppliers that would be competitive
to
the company.
Government Approval of Principal Products or Services, page 8
22. Clarify the reference to "our EIN" and "our extra provincial
registration papers".
23. Please clarify the significance of "the highest security
measures" in terms of cost to the company and security for buyers
using the website.
Employees, page 9
24. Update the status of employing a commission-based sales
person,
as mentioned. State whether this person will be full or part-
time.
Connie Linder
Panorama Investments Corp.
September 8, 2005
Page 4.
Reports to Security Holders, page 10
25. You state the quarterly financial reports will be "prepared by
the independent accountants according to U.S. GAAP standards."
Tell
us how you have met the standards of auditor independence in Rule
2-
01 of Regulation S-X, including specific guidance in paragraph 2-
01(c)(4).
Item 2. Management`s Plan of Operation...
Results of Operations, page 10
26. State the company`s cash balance as of the most recent date
practicable.
27. Update the disclosure with respect to the inventory ordered
which
was to be received by July 15, 2005 which time has since passed.
28. We note your reference to an "aggressive marketing campaign in
summer, 2005". Please revise to provide an update of the
company`s
plans and what has transpired to date.
Plan of Operations/Milestones, page 11
29. For each of your milestones, please expand the item to provide
more detail to the extent possible. Also, disclose the cost to
accomplish each milestone and the intended source of funds to be
used.
Risk Factors, page 12
30. It is suggested that for each of your risks that you revise
each
factor to provide a definitive statement characterizing the risk
or
harm to the company as a result of that factor.
31. Please revise the first risk factor to eliminate the statement
that the Company has had only minimal earnings, since you have
incurred losses in all periods to date.
Item 4. Security Ownership of Certain Beneficial Owners..., page
15
32. Please state the number of officers and directors as a group,
in
parentheses.
Connie Linder
Panorama Investments Corp.
September 8, 2005
Page 5.
Item 5. Directors and Executive Officers..., page 16
33. In the biographical description for Mr. Bekropoulos, please
disclose how many hours per week he has been devoting to the
business
matters of the company.
34. Likewise, please disclose the number of hours per week spent
by
Ms.Linder and Ms. Tan on the business of the company.
35. Name the promoters of the company.
Item 6. Executive Compensation, page 17
36. We note that remuneration or salaries will not be paid until
"operations are successful". Please clarify what that means in
terms
of dollars.
Item 7. Certain Relationships and Related Transactions, page 17
37. We note under Item 4. "Recent Sale of Unregistered Securities"
that Nick Bekropoulos was issued stock as founder`s shares on
January
21, 2004. It would appear that this transaction should be
reported
under this heading as well as disclosing the relationship if any,
between Nick and Steven Bekropoulos.
38. Please briefly clarify Nick Bekropoulos` role in the company.
We
note that Mr. Bekropoulos` founder`s shares, which were issued on
January 21, 2004 were then sold to Connie Linder on March 8, 2004.
39. We further note in the May 31, 2005 financial statements, Note
4
thereof, "Due to Shareholder" reference to a balance due to a
director and principal shareholder. This transaction should be
reported under this section together with identifying the
individual
and disclosing the amount involved and stating the present balance
outstanding.
Item 8. Description of Securities, page 17
40. Revise to expand this section to briefly describe the
company`s
preferred shares. We note in the balance sheet that there are
10,000,000 shares of preferred stock authorized.
Part III.
Exhibits
41. Please file the company`s articles of incorporation and bylaws
in
the amendment to be filed. We note the reference that these had
been
"previously" filed.
Connie Linder
Panorama Investments Corp.
September 8, 2005
Page 6.
Signatures
42. The individual operating in the capacity of principal
accounting
officer or controller should be so designated in accordance with
the
Form requirements.
Financial Statements
Statement of Operations, pages F-4 and F-12
43. We note your disclosure on page 17 which states that your
officers do not intend to receive cash remuneration or salaries
until
your business operations are successful. Please tell us
approximately how much time was incurred by your officers on
Company
business during the year ended November 30, 2004, and the six
months
ended May 31, 2005. Note that all costs of doing business should
be
included in the registrant`s financial statements, including
expenses
incurred on its behalf by its major shareholders. Where services
are
performed for the Company by its major shareholders at no charge,
we
believe that the substance of such transactions is the payment of
the
Company`s expenses through a capital contribution by the
shareholder.
See Staff Accounting Bulletin Topics 1.B.1 and 5.T. Please revise
the financial statements to include such costs, or tell us why you
believe that no revisions are required.
Interim Statement of Operations, page F-12
44. We note that the weighted average number of shares outstanding
for the three and six months ended May 31, 2004 are inconsistent
with
the amounts reported in the audited financial statements for the
year
ended November 30, 2004. In addition, it appears that the loss
per
share for each period should be $(0.00) rather than $(0.01).
Finally, the net loss for each period should be shown in brackets.
Please revise your disclosures accordingly.
Interim Statement of Cash Flows, page F-13
45. We note that the amounts reported for cash at the end of the
period for the three and six months ended May 31, 2004 are
different.
As both periods end on the same date, these amounts should be the
same. Please revise your disclosure accordingly.
Closing 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. Since
the
company and its management are in possession of all facts
Connie Linder
Panorama Investments Corp.
September 8, 2005
Page 7.
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in response to
our comments on your filing.
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.
You may contact Carlton Tartar at (202) 551-3387 if you have any
questions regarding the financial statements and related matters.
Please contact Janice McGuirk at (202) 551-3395 with any other
questions.
Sincerely,
John Reynolds
Assistant Director