Mail Stop 6010
August 30, 2005
David O`Neill
President
Global Electronic Recovery Corp.
6240 West 3rd Street, Suite 208
Los Angeles, CA 90036
Re: Global Electronic Recovery Corp.
Registration Statement on Form SB-2
Filed August 3, 2005
File No. 333-127143
Dear Mr. O`Neill:
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.
Registration Statement on Form SB-2
Registration Statement Cover Page
1. Please add and check the Rule 415 box to the cover page of the
registration statement. Refer to Item D.36 in the main volume of
our
Manual of Publicly Available Telephone Interpretations, which is
available on our website at
http://www.sec.gov/interps/telephone.shtml.
Fee Table
2. As the securities are to be offered at a fixed price, and are
not
based upon fluctuating market prices, it does not appear
appropriate
to calculate the registration fee based on Rule 457(c). Please
revise accordingly.
Prospectus Cover Page
3. Item 501(a)(9)(iii) of Regulation S-B requires the disclosure
of
the date the offering will end. Your statements here and
throughout
the prospectus that the offering will be for "a maximum period" of
90
days or for a period "not to exceed" 90 days suggest that the
offering may end on any day within the 90 day period. Please
revise
your disclosure as necessary throughout the prospectus to clearly
state the offering`s ending date.
4. Item 501 of Regulation S-B requires that the cross-reference to
the Risk Factors section should be highlighted by bold or other
prominent type. Please to make the cross-reference more
prominent.
5. We note that, although MD&A is listed in the table of contents,
the section appears to be missing in the filing. Please include
the
disclosure required by Item 303(a) of Regulation S-B.
Risk Factors, page 6
6. Please add a risk factor that addresses the risks associated
with
the fact that your target geographic area is limited to
California.
7. Please add a risk factor that addresses the risks associated
with
the fact that your officers and directors will own a significant
portion of your outstanding stock upon completion of the offering.
Also quantify the portion of the stock that they will hold
following
the offering.
8. We refer you to your disclosure at the bottom of page 13.
Please
add a risk factor that discusses the risks associated with the
fact
that the offering price was arbitrarily determined and bears no
relationship to any criteria of value.
9. Please add factor associated with the fact that your stock will
be
subject to the additional regulations, restrictions and
requirements
imposed on "penny stock."
We have no operating history and have maintained losses since
inception, page 6
10. Please revise the statement that "[t]here is no net loss since
inception" to state that you do have a net loss. Also, disclose
the
accumulated deficit as of the most recent practical date.
11. Additionally, please expand your disclosure under this risk
factor heading to include the fact that you have no assets,
experience in the proposed line of business, certifications,
current
customers, or negotiations or agreements with any processing
centers
or refurbishers.
We will need to establish, protect, and promote our trade name,
page
7
12. Please describe the "significant obstacles" mentioned in the
second paragraph of this risk factor.
Our officers and directors will be devoting only a fraction of
their
professional time to our activities, page 7
13. Please describe the "certain risks" to which you may be more
vulnerable than other companies due to your management`s lack of
devotion of time. Also, expand your disclosure to discuss the
risks
associated with the fact that during the offering, your management
may be devoting a substantial portion of their time to offering
and
selling the securities.
Use of Proceeds, page 9
14. Please disclose your plans to pay the offering expenses if
proceeds received from the offering are inadequate to pay such
expenses.
15. Please disclose the amount of proceeds that will be paid to
affiliates as accrued salaries, repayment of debt or otherwise.
16. Please expand your Use of Proceeds disclosure to discuss how
long
you can satisfy your cash requirements at each level of the range
of
proceeds listed.
17. If you only raise $50,000, please disclose how the $20,000
remaining after the payment of offering expenses will be used,
particularly in light of the fact that at this level of proceeds,
you
will be unable to secure a recycling facility.
18. We note your disclosure on page 11 that if you raise $100,000,
you will attempt to "secure management services" from director
David
O`Neill in exchange for stock compensation. Please clarify what
management services you will attempt to secure from Mr. O`Neill,
as
he is currently an officer of the registrant, and thus already
provides management services. Also, we note your statement that
you
will compensate Mr. O`Neill with common stock for these management
services. Please clarify how offering proceeds will be used in
this
regard.
19. We note your disclosure on page 14 that you will not install a
ventilation system in the recycling facility unless you raise at
least $150,000. Please tell us how you plan to operate the
facility
without a ventilation system, particularly in light of the fact
you
will be working with and disposing of materials components
containing
toxic materials and hazardous waste.
20. We note your disclosure on page 13 that if you raise the
maximum
offering amount of $300,000, you will still conduct a "partially
scaled version" of your marketing program and "commence"
development
of the recycling center. If the maximum amount sought to be
raised
is insufficient to meet your projected operations, please add
appropriate risk factor disclosure.
21. We note that your disclosure on page 13 that, if you raise
$300,000, the amounts you anticipate allocating to your marketing
program and to working capital do not match the amounts listed in
the
table on page 9. Either correct the table or disclose how the
remaining $50,000 will be used.
Plan of Distribution; Terms of the Offering, page 16
22. Please describe the circumstances under which the offering
will
be extended.
23. We note your disclosure that upon raising at least $100,000 in
this offering, you will attempt to secure management services from
Mr. O`Neill. Please provide an analysis as to whether entering
into
such an arrangement constitutes compensation in connection with
Mr.
O`Neill`s participation in this offering, such that the Rule 3a4-1
safe harbor would not be available. In your analysis, please
address:
* When the offering will commence and conclude,
* When it will be determined that you will enter into an
arrangement,
and when Mr. O`Neill will be informed of your intention to enter
into
an arrangement,
* When any payments or issuances of shares under the arrangement
will
be made, and
* Whether the amounts to be paid or shares to be issued pursuant
to
the arrangement will vary with Mr. O`Neill`s success in selling
your
securities.
24. We refer you to your disclosure in the last paragraph of this
section on page 17. Please tell us the states in which you plan
to
register this offering and how you intend to comply with
applicable
Blue Sky laws.
25. Please tell us whether you will be printing all of the
exhibits
and circulating them with the prospectus. Also, please provide us
with copies of any sales literature that you may distribute at the
meetings with potential investors.
Business, page 18
26. Please expand include subsections to describe the effect to
your
business and operation of complying with applicable government
regulations and environmental laws, as required by Items 101(a)(9)
and (11) of Regulation S-B.
27. Please provide us with copies of the cited articles and
industry
reports, clearly marking the relevant sections. Also tell us
whether
the sources of the industry data have consented to the use of
their
statistics in your registration statement.
Services and Products Offering, page 19
e-Waste Pick Up, page 19
28. We note that your Use of Proceeds disclosure makes no mention
of
a vehicle purchase or lease. Please tell us how you plan to
provide
pick up service.
Management of e-Waste from Manufacturers, page 19
29. Please explain in greater detail how e-Waste tracking services
will assure vital data protection. We refer you to the last
sentence
on page 19.
Electronic Waste Sorting and Dismantling, page 20
30. Please explain the term "IC." Also, tell us how you plan to
discard non-reusable components.
Shipping, page 21
31. We refer you to your disclosure in the second paragraph of
this
subsection. Please include a brief description of the
"controversy"
surrounding the shipping of e-Waste to foreign countries. Please
also discuss U.S. restrictions on technology exporting and how
this
may impact your planned operations.
Revenue Generation, page 22
32. We refer you to the disclosure in the first sentence of this
subsection. It is unclear why you believe your intent to provide
services that result in revenues makes your business model
"distinctive," as all for-profit companies intend to provide
services
that result in revenue. Please explain.
33. Please tell us whether the processing and pick up services
fees
listed are consistent with those charged by your competitors in
your
target market.
Identification of Market Opportunity, page 23
34. Please expand your disclosure in this subsection to include a
discussion of the competitive business conditions and your
competitive position and the methods of competition within the
industries in which you plan to compete. Please refer to Item
101(b)(4) of Regulation S-B. Also, tell us how you plan to
compete
with competitors in your target market who do not charge for pick
up
and disposal services.
Possible Solutions, page 25
35. We refer you to your disclosure in the last sentence of the
first
paragraph of this subsection. Please revise to provide support
for
your belief that e-Waste management "will become vital to the
electronic industry`s economics."
36. Please provide the source of the Hewlett Packard statistics
mentioned in the penultimate bullet on page 25.
37. We refer you to the lat bullet on page 25. Please explain why
the recent FCC ruling will require 500 million CRT devices to be
recycled. It would seem that obsolete devices could also be
disposed.
Regulatory Changes, page 26
38. As you intend to operate one facility in California for the
foreseeable future, a discussion of regulatory changes in Europe
seems inappropriate. Please revise.
California, page 26
39. From your description, the Electronic Waste Recycling Act of
2003
does not appear to require the collection and recycling of e-
Waste;
but rather, to fund recycling programs by charging manufacturers a
recycling fee. Please explain the basis for your belief that this
Act will generate revenues for you.
40. We note the third bullet point regarding the Act`s provision
of
payments to qualified entities. Please include a brief
description
of how recovery and recycling payments are distributed to
qualified
entities, the measures needed to become a qualified entity and
whether you are so qualified.
Marketing Plan, page 27
Creating and Maintaining Customers, page 27
41. Your disclosure in the first paragraph of this subsection
explains the potential economic benefit to electronics
manufacturers
of e-Waste recycling programs. However, the economic benefit to
your
potential immediate customers is unclear. Please explain in
greater
detail why you believe customers would be willing to pay
potentially
more to have their e-Waste collected and recycled as opposed to
discarding the items by some lower cost, but legal, means.
Management, page 29
Officers and Directors, page 30
42. We note that Brian Martel is listed in the table as your
Treasurer. However, the signature pages state that David O`Neill
is
the Treasurer. Please reconcile.
Conflicts of Interest, page 30
43. Please describe the activities that may subject your directors
and officers to conflicts of interest. You should specify the
conflicts of each officer and director and tell us how any
conflicting fiduciary duties will be resolved. Additionally,
please
provide appropriate disclosure in the Risk Factors section of the
prospectus.
Executive Compensation, page 30
Summary Compensation, page 30
44. Please reconcile your statement that that you have no plans to
compensate officers and directors in the near future, unless and
until you receive revenues, with your statement on page 11 that,
if
you raise $100,000 in this offering, you will attempt to secure
the
management services of Mr. O`Neill in exchange for stock
compensation.
Principal Stockholders, page 32
45. If all 3,000,000 of the shares offered are sold, please
explain
how you calculated that Mr. O`Neill will own 51% of your
outstanding
shares.
Description of Securities, page 33
Common Stock, page 33
46. The statements that all shares of your common stock now
outstanding are fully paid for and non-assessable and that all
shares
of common stock being offered, when issued, will be fully paid for
and non-assessable are legal conclusions that you are not
independently qualified to make. Either delete the statements or
identify the counsel that has made the conclusions and file
counsel`s
consent to be named in this section as an exhibit to the
registration
statement.
47. Your disclosure may not be qualified by reference to laws.
Please revise the second paragraph accordingly.
Financial Statements, page 35
48. The financial statements should be updated prior to
effectiveness, as necessary, to comply with Item 310(g) of
Regulation
S-B.
49. Please note if you restate the financial statements in
responding
to our comments, the restated financial statements must be labeled
"restated." Also, please be sure the financial statements include
any disclosures required by APB 20. Finally, make sure your
auditor`s consider
a) the need to revise their report to include an explanatory
paragraph describing any restatements and
b) the need to dual date their report.
Balance Sheet, page F-2
50. We see that you issued common stock with a par value of $.001
to
your president in consideration for $3,000 and have recorded the
entire amount as common stock. We would expect to see the
proceeds
equal to the par value amount of the stock to be allocated to the
common stock account and the remainder to be allocated to an
additional paid-in-capital account. Please revise the filing as
necessary based on our comment or tell us why your current
presentation is appropriate.
Statements of Operations, page F-3
51. We note disclosure on page 30 that your officers and director
"have received no compensation to date and there are no plans to
compensate them in the near future." Clarify that fact in the
footnotes, including whether unpaid executive salaries have been
expensed as earned in the financial statements. The financial
statements should reflect all costs of doing business; therefore,
if
an officer or executive is contributing time, contributed services
should be valued and recorded in your financial statements. Refer
to
SAB Topic 1 (B)(1) and revise the filing as necessary based on our
comment.
Exhibit 5.1
52. We note your statement in the penultimate paragraph that the
opinion speaks as of the date of the opinion and that you have no
obligation to update the opinion. Please either file a revised
opinion that omits that statement or file a revised opinion dated
as
of the anticipated effective date of the registration statement as
an
exhibit to a final pre-effective amendment to your registration
statement.
53. Please revise to eliminate the statement that counsel is
admitted
to practice law in California, Florida, New York, Washington,
Virginia and the District of Columbia, and that you are "familiar
with" the law of the state of incorporation. Although we may not
object if counsel elects to opine on laws of states other than the
jurisdictions in which counsel is admitted to practice, the
opinion
may not state or imply that counsel is not admitted to practice in
those other states or otherwise indicate that counsel is not
qualified to opine on the law of the state of incorporation.
* * *
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 Kevin Kuhar at (202) 551-3662 or Jay Webb at
(202) 551-3603 if you have questions regarding comments on the
financial statements and related matters. Please contact Adelaja
Heyliger at (202) 551-3636 or me at (202) 551-3625 with any other
questions.
Sincerely,
Mary Beth Breslin
Attorney-Advisor
cc: Empire Stock Transfer
7251 West Lake Mead Blvd.
Suite 300
Las Vegas, NV 89128
David O'Neill
Global Electronic Recovery Corp.
August 30, 2005
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