September 13, 2005
Mail Stop 6010
Christopher Miles
Wimax EU, LTD
356 Pine Avenue, Apt. 1
Pacific Grove, California 93950
Re: Wimax EU, LTD
Amendment No. 2 to Registration Statement on Form SB-2
Filed August 26, 2005
File No. 333-123351
Dear Mr. Miles:
We have the following comments to your filing. 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.
Prospectus Cover
1. We note your response to our prior comment 1 from our letter
dated
August 5, 2005. It appears you have added the disclosure regarding
Mr. Miles relationship to your company on the footnotes to the
cover
of the registration statement, rather than the first page of the
prospectus. Please move such disclosure to the cover page of the
prospectus.
Summary, page 1
2. Please provide a copy of the Intel Technology Journal marked to
show the statistics you cite.
3. Please balance your disclosure regarding the benefits of Wimax
technology with shortcomings and challenges the technology faces.
For example, if true, explain that there are roadblocks regarding
international agreements on what part of the wireless spectrum to
use, and that by using unlicensed frequencies, you could have
interference on the lines among other drawbacks.
4. Please explain the status of the technology`s current
development,
as it appears the Wimax technology has not gone past the trials
phase
of development. Please revise your statement on the top of page 2
"the technology we will utilize in serving it are well developed."
5. As described in our prior comment 8, if you contract with the
operators of existing broadcast antennas please explain what
additional or different services you will provide to customers as
compared to those that may be provided by existing broadcast
antenna.
6. Where you cite sources, ensure that you clarify the age of the
sources` statistics. Also, tell us:
* whether the sources you cite have consented to your use of their
name and data in the prospectus,
* whether the sources are publicly available, and
* whether any of the data was commissioned by you or prepared for
your use in this registration statement.
7. Tell us the basis for your disclosure that the former "Eastern-
bloc countries" have "largely non-existent telecoms infrastructure
outside of the major cities."
8. Please provide us a copy of the Analysys Research report
regarding
mobile phone penetration cited by the ZDNet Research blog you
provided. Also, provide us with copies of the other data you cite
in
this paragraph from Eurostat and PC Magazine.
Terms of the offering, page 2
9. Regarding your response to comment 10:
* Please note that neither the Commission nor the staff approves
registration statements. See Regulation S-B Item 501(a)(7).
* Revise your disclosure to inform investors of the potential of
an
automatic suspension of your filing obligations under section
15(d)
of the Exchange Act. Also include appropriate risk factors.
Selling Stockholders, page 9
10. Please clarify whether the shares underlying Mr. Miles options
are included in the column showing his aggregate beneficial
ownership. If the shares are not included, please tell us the
legal
authority on which you rely to exclude them. Also, include all
shares that Mr. Miles can sell under the registration statement in
the "Shares of common stock to be sold" column.
Directors, page 10
11. We note your response to our prior comment 14. Please
disclose
the date of the merger, so that it is clear how long the business
was
dormant.
Description of Business, page 13
12. We note your response to our prior comment 18 regarding the
statistics you cite in paragraphs 5-6 on page 13 and paragraphs 3-
7
on page 15. Please resend us the information to clearly mark the
studies to show the data you have cited in your prospectus. Also,
it
appears that the printed version of what you have sent us has cut
off
large portions of the data. Also, provide us with a copy of the
information you describe from the Wimax forum on page 17.
WiMax Wireless Broadband Internet, page 15
13. Please expand your disclosure in response to comment 21 to
clarify the extent of the intellectual property that you would
have
to acquire to operate the business you describe in the prospectus.
Also, please reconcile the fact that you do not have rights to the
technology and your disclosure on page 15 that you do not intend
to
depend on proprietary technology with your claim on page 1 that
you
will offer the technology.
Market Comparison, page 15
14. We note your responses to comments 22 and 23. With a view
toward
providing balanced disclosure regarding the development of your
business, please tell us the circumstances surrounding the
termination of negotiations with NetNext Wireless and the web site
developer.
Market for Common Equity, page 19
15. Please clarify your response to comment 27. It is unclear how
your balance sheet would show more shares outstanding than
authorized
based on the reasons you cite.
Outside back cover of prospectus, page 23
16. Please reconcile the number of shares mentioned here with the
number of shares in the fee table of your registration statement.
Exhibits
17. We note your response to our prior comment 37. On page 20 you
describe lock up agreements with multiple parties, yet you have
only
filed an agreement with one of them. Please file the other lock
up
agreements.
18. We note your response to our prior comment 38. The waiver you
have filed as an exhibit appears to cover only one shareholder.
Please file the other waivers. Also, please explain why you
deleted
the disclosure discussing this waiver.
June 30, 2005 Condensed Financial Statements
Condensed Statements of Operations, page 2
19. Please tell us why you believe the "Professional fees" per
this
statement are correct. It does not seem logical to us that the
amount in the six-month period would exceed that in the inception
to
date period.
20. Please provide us with your weighted average number of shares
outstanding calculation for all periods presented.
Condensed Statements of Changes in Stockholders` Equity
(Deficiency),
page 3
21. Please refer to our prior comment 32. Please tell us why your
par value per share and number of authorized shares were not
adjusted
for your stock split. Also tell us about the "legal issue"
mentioned
in the last sentence of your response.
Note D - Shareholders` Equity, page 10
22. Please refer to our prior comment 34. Provide us your
computation, including any significant assumptions, of your
expected
market volatility of .0001% used in determining the amount of
stock
compensation related to option grants in 2005.
23. Please refer to our prior comment 35. We note from your
response
that "the Company accounts for the fair value of the of the call
option in accordance with SFAS 150, which requires the Company to
adjust the call option to fair value." To help us better
understand
your accounting for this transaction, please provide us with
sample
journal entries showing how you accounted for the put option and
related stock option agreement. Additionally tell us how you
considered the guidance set for in SFAS 133 and EITF 00-19.
December 31, 2004 Financial Statement, page F-1
24. Please refer to our prior comment 36. It is unclear to us how
you revised this footnote or addressed the issues raised in our
prior
comment. Please advise.
Closing Comments
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 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 a 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: Greg E. Jaclin, Esq.
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Christopher Miles
Wimax EU, LTD
September 13, 2005
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