September 27,
2005
Mail Stop 3561
Via US Mail and Facsimile
Mr. Brad Brimhall
Chief Executive Officer
Nevada Classic Thoroughbreds, Inc.
705 North 110th Place
Mesa, AZ 85207
Re: Nevada Classic Thoroughbreds, Inc.
Form 10-KSB for the year ended June 30, 2005
Commission file #: 000-31154
Dear Mr. Brimhall:
We have reviewed your September 6, 2005 response letter and have
the
following comments. Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary. We also
ask
you to provide us with supplemental information so we may better
understand your disclosure. Please be as detailed as necessary in
your explanation. We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.
* * * * * * * * * * * * * * * * * * * * * * *
Form 10-KSB for the year ended June 30, 2005
Financial Statements
Balance Sheet
1. We note from your response to prior comment 7 that you have
removed the shareholder receivable as an asset on the balance
sheet.
Please revise your balance sheet and statement of stockholders`
equity to present the shareholder receivable as a separate line
item
under the "Stockholders` Equity" caption on the face of the
balance
sheet, rather than incorporating it into the paid in capital
balance.
2. We note that your common stock outstanding as reflected on the
balance sheet is $89 as of both June 30, 2004 and 2005. Please
revise the columns to make them consistent with the statement of
stockholders` equity which shows 1,900,000 shares issued and
outstanding as of both June 30, 2004 and 2005 which at a $.001 par
value would be $1,900. Please revise your disclosures to
retroactively reflect all shares of common stock to include stock
splits that have occurred during the periods presented. See
paragraph
48 of APB No. 15.
Statement of Stockholders` Equity
3. We note from your response to prior comment 3 that you have
revised your statement of stockholders` equity in your amended
Form
10-KSB, however we continue to believe your disclosure should be
revised to present the changes in equity clearly and
chronologically
from the enterprise`s inception. For example, each line of the
statement of stockholders` equity should present a unique
transaction
that has occurred in chronological order (no repetition of same
transactions) and balances should roll forward from each preceding
year. If there is no activity during a year, the previous year
end
balance will just be repeated as the next year end balance.
Additionally, for ease of understanding the transactions, common
stock, preferred stock, and other transactions should all be
included
within the same table in chronological order. We reissue our
previous comment to revise your statement of stockholders` equity
to
present clearly and chronologically from the enterprise`s
inception:
1) Changes in each account of stockholders equity
2) For each issuance, the date and number of shares of stock,
warrants, rights, or other equity securities issued for cash and
for
other consideration.
3) For each issuance, the dollar amounts (per share or other
equity
unit and in total) assigned to the consideration received for
shares
of stock, warrants, rights, or other equity securities. Dollar
amounts shall be assigned to any noncash consideration received.
4) For each issuance involving noncash consideration, the nature
of
the noncash consideration and the basis for assigning amounts.
5) The total amounts of common stock, preferred stock, paid in
capital and accumulated deficit at the end of each year.
Notes to the Financial Statements
Note 9. Fair Market Value of Services Donated by Stockholder,
page
15
4. We note from your response to prior comment 6 that your
estimate
for services performed is based on an hourly rate multiplied by
the
time spent performing services. Please tell us and disclose in
your
filing how you have determined that the hourly rate used is a
reasonable estimate of the value of the services. For example,
tell
us if you have determined that the rate used is the going market
rate
for the services performed based on either quotes, third party
estimates or other sources.
Item 8A. Controls and Procedures, page 17
5. We note from your response to prior comment 8 that you have
included disclosure of the company`s controls and procedures in
the
amended 10-KSB. However, we do not believe that the revised
disclosure is consistent with the requirements in Items 307 and
308
of Regulation S-B. Please revise your disclosure to state
whether
management has determined that the disclosure controls and
procedures
in place are effective in ensuring that information required to be
disclosed by the company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission`s
rules
and forms. If you have concluded that the disclosure controls are
not effective, then you should clearly state that conclusion along
with the reasons supporting that conclusion and management`s plans
to
remedy the deficiency. Your disclosure should also address
whether
there have been any significant changes to internal controls
during
the reporting period. Please remove any information that does
not
directly address the requirements of this section. See SEC
Release
NO. 33-8238, dated August 14, 2003.
* * * * * * * * * * * * * * * * * * * * * * *
As appropriate, please file your response to these comments via
EDGAR
within 10 business days or tell us when you will provide us with a
response. Please furnish a cover letter that keys your responses
to
our comments and provides any requested supplemental information.
You may contact Claire Erlanger at 202-551-3301 or Joe Foti at
202-
551-3816 if you have questions.
Sincerely,
Linda Cvrkel
Branch Chief
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Mr. Brad Brimhall
Nevada Classic Thoroughbreds, Inc.
September 27, 2005
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