Mail Stop 3561 September 23, 2005
Matt Lettau, President
Internet Acquisition Group, Inc.
302 Creekside Ct. E.
Huntertown, Indiana 46748
Re: Internet Acquisition Group, Inc
Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-122563
Filed August 25, 2005
Dear Mr. Lettau:
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 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 Page
1. Please refer to comment 3 in our letter dated March 2, 2005.
It
does not appear that $.0034 to $0.01 represents a bona fide price
range. In addition, we remind you that if you choose to include a
bona fide price range, the final prospectus must comply with Rule
430A. Alternatively, please revise to provide a single fixed
price at
which the shares are offered.
2. Please eliminate the second sentence of the second paragraph as
it
is inconsistent with your new third paragraph.
Plan of Distribution, page 14
3. We note your revision on the prospectus cover page in response
to
comment 5 in our letter dated March 2, 2005. However, we reissue
the
comment here as it appears you have not made corresponding
revisions.
Please alert investors at the beginning of this section that there
is
currently no market for any of your shares, and that you cannot
give
any assurance that the shares offered will have a market value, or
that they can be resold at the offered price if and when an active
secondary market might develop, or that a public market for your
securities may be sustained even if developed.
4. In this regard, please provide comprehensive disclosure as to
how
and when you expect to have your shares listed or traded. For
example, if you anticipate being quoted on the OTC Bulletin Board,
then disclose that a market maker must file an application on your
behalf in order to make a market for your common stock. Clarify
how
long this takes and whether you have engaged a market maker to
apply
for quotation on the OTC Bulletin Board on your behalf. Explain
what
effect quotation on the OTC Bulletin Board will have on your
liquidity.
Determination of Offering Price, page 15
5. We note your response to comment 4 in our letter of March 2,
2005.
Please discuss the factors you considered in determining the
offering
price. See Item 505 of Regulation S-B.
Description of Business, page 20
General, page 20
6. We reissue comment 16 in our letter of March 2, 2005. It
appears
you have made few revisions in response to the comment. Please
revise
the Business section to clearly and concisely explain what it is
you
do and how you do it, including all key details relevant to
understanding your operations.
Plan of Operation, page 28
7. We also reissue comments 1 and 19 in our letter of March 2,
2005.
While we note your revisions, this plan of operations disclosure
still
does not appear to provide a specific business plan.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 34
8. Please revise to include all of the disclosures required by
Item
304(a) of Regulation S-B with regard to your change in
accountants.
State that Beckstead and Watts was dismissed, if true, and provide
the
date of that event. In addition, include a letter from Beckstead
stating whether or not they agree with the disclosures. The
letter
needs to be filed as Exhibit 16 to an amended Form SB-2. See Item
304(a)(3) with respect to the letter from Beckstead.
9. Please revise to include all of the information required by
Item
304 of Regulation S-B with respect to the engagement of new
accountants. For example, disclose when you engaged Jaspers +
Hall,
PC and clarify if the engagement date is different than the date
the
Board approved the engagement. Please see Item 304(a)(2) of
Regulation S-B and revise as appropriate.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
10. The fourth paragraph of the audit report appears to contain
conditional language with respect to expressing a conclusion
concerning the existence of substantial doubt about the Company`s
ability to continue as a going concern. Please revise to delete
the
word "unless" from the fourth paragraph, or otherwise revise the
wording as appropriate. A similar change should be made to the
review
report on page F-13. See footnote 5 of AU Section 341.
11. The first paragraph of your report refers to a statement of
changes in stockholders` equity; however, the statement itself
does
not contain the word "changes." Please revise to make the
reference
consistent with the statement
12. In your prior filing you included disclosure stating that
office
services provided by a related party were immaterial. Please be
aware
that you are required to accrue expenses for rent and donated
services
related to Mr. Lettau if material to an understanding of the
operating
results. See Staff Accounting Bulletin Topic 5 T. If the
expenses
that would be accrued are not material, then no change to the
financial statements would be required; however, please consider
how
you would reflect these items in the financial statements when
they do
become material. If you believe the expenses are immaterial
please
tell us what factors you considered in reaching this conclusion or
revise as necessary.
Note 2. Summary of Significant Accounting Policies, page F-6
Revenue-Recognition, page F-7
13. Please explain to us how you considered each of the factors in
EITF 99-19 in concluding revenue recognition on a gross basis is
appropriate. In your response, please address the disclosure that
you
do not own any of the products or inventory featured on the
websites.
Long-Lived Assets, page F-8
14. We note your reference to SFAS 121. Please refer to SFAS 144,
Accounting for the Impairment or Disposal of Long-Lived Assets,
and
revise as necessary.
Interim Financial Statements
15. The first paragraph of the report on page F-13 refers to an
accompanying Securities and Exchange Commission Form 10-QSB. This
does not appear to be a proper reference. Please revise or
advise.
Recent Sales of Unregistered Securities
16. We reissue comment 27 in our letter of March 2, 2005. Please
provide more detail with respect to the unregistered sales
described
under Issuance to Consultants and the second paragraph of Other
Issuances and Sales.
* * * * *
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.
You may contact Robert Burnett, Staff Accountant, at (202)
551-
3330, Donna
Di Silvio, Senior Staff Accountant , at (202) 551-3202, if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Anita Karu, Attorney-Advisor, at (202)
551-
3240, David Mittelman, Legal Branch Chief, at (202) 551-3214, or
me at
(202) 551-3725 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Donald Stoecklein, Esq.
Stoecklein Law Group
Fax: (619) 595-4883
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Matt Lettau, President
Internet Acquisition Group, Inc.
September 23, 2005
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