Mail Stop 3561
October 13, 2005
Lavi Krasney
Chief Executive Officer
Cdoor Corp.
20A Rehov Sharei Torah
Bayit Vegan, Jerusalem 96387
Re: Cdoor Corp.
Registration Statement on Form SB-2
Filed September 19, 2005
File No. 333-128399
Dear Mr. Krasney:
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.
General
1. Given the potentially extended period of the offering, we
remind
you that if you use the prospectus more than nine months after
effectiveness, then Section 10(a)(3) of the Securities Act
requires
you to update the information in your filing by means of post-
effective amendment.
Facing Page
2. Note one to the fee table indicates that selling stockholders
will
sell shares at $.10 per share. However, it does not appear that
selling stockholders will participate in this offering, and
instead,
it appears that this is a primary offering of shares by the
company.
We note further references to selling stockholders on the cover
page.
Please advise or revise.
Cover Page
3. Please provide the information required by Item 501(a)(9)(iv)
of
Regulation S-B.
4. Please clarify who UCS Financial Inc. is. Please revise.
Prospectus Summary, page 5
5. Clarify that this section is a summary of the "material"
information from the prospectus.
6. Please disclose that you have received no revenues to date, you
have no products available for sale and that you have not produced
a
prototype of your proposed product.
Selected Summary Financial Data, page 7
7. There are several inconsistencies between the amounts in your
summary financial data tables on page 7 and the amounts in your
financial statements. Please revise the information to be
consistent. Please also revise the columnar headings of the
statements of operations data to indicate the applicable periods
for
which the financial information has been presented.
Use of Proceeds, page 13
8. Your application of proceeds table should exclude offering
expenses and indicate how the net proceeds of the offering will be
utilized. Accordingly, please revise the use of proceeds table on
page 13 and your plan of operation discussion on page 18. See
Item
504 of Regulation S-B.
9. Please disclose that the four offering scenarios presented are
for
illustrative purposes only and the actual amount of proceeds, if
any,
may differ.
Dilution, page 13
10. Please present dilution tables for each of the four offering
scenarios presented in your Use of Proceeds table on page 13.
11. Please show us how you determined that your net tangible book
value upon completion of the offering was $6,400. In addition,
please tell us why you consider the "Pro forma net tangible book
value per share at June 30, 2005" line item to be a pro forma
figure.
It appears that this line item is the actual net tangible book
value
per share at June 30, 2005. Please revise or advise.
Our Business, page 14
12. You state on the bottom of page 17 that your only current
source
for cash is investments by third parties. This statement appears
to
contradict your disclosure in the preceding paragraph and
elsewhere
in the filing, which indicate that you will attempt to raise
additional capital through private sales of your equity
securities,
borrowings from third-party lenders, and/or loans from
shareholders
should you not raise sufficient funds in the offering. Please
address this apparent inconsistency and ensure you clearly
disclose
throughout your filing the priority of your financing sources
under
each offering scenario.
Forward Looking Statements, page 14
13. Please delete the references to Section 27A of the Securities
Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
You
are not able to rely on those sections because this is your
initial
public offering. Please revise.
14. You have referred to prior customer orders. It is unclear why
you reference customer orders since you have not received any
orders
to date. Please revise.
Transfer Agent, page 16
15. Please provide the address of your transfer agent.
Management`s Discussion and Analysis or Plan of Operation, page 16
16. Please state your anticipated time frame to develop a
prototype
and introduce it to the market.
17. You disclose on page 8 that you may have to suspend or cease
operations within twelve months or engage a manufacturing company
to
work with you to develop a prototype device if you do not raise at
least $50,000 from the offering. Your disclosure in the 25%
funding
level section on page 18, however, appears to indicate that the
funds
received will last for a twelve-month period along with funds
dedicated to engage a manufacturer to develop a prototype. Please
address this apparent inconsistency and ensure that you clearly
discuss in your plan of operations your need for and sources of
additional financing under each offering scenario.
18. You disclose at the bottom of page 17 that you do not
anticipate
revenues until you begin marketing your product. Since you have
only
budgeted for sales and marketing expenditures at the 75% and 100%
offering levels per the table on page 13, your combined page 13
and
17 disclosure suggests that you will not be able to generate
revenues
at the 50% and below offering levels. If that is the case, please
clearly indicate this and disclose the specific level(s) of
funding
at which you will need additional financing in order to sustain
your
operations.
19. We note that the continuation of your business is reliant on
developing a prototype of your patented product. Although you
have
allocated funds for prototype development costs in each of the
four
offering scenarios, you do not indicate the amount of funds that
will
be necessary to successfully produce a prototype. Please indicate
under each scenario whether or not you believe the funds allocated
to
prototype development costs are sufficient to successfully produce
the prototype. If funding is not sufficient, please indicate the
amount of additional funding you will need and the probable
source(s)
of that funding. Under each offering scenario, please also
disclose
in sufficient detail what the prototype development costs will
entail. Your current disclosure that the funds will be used to
"engage a manufacturer" to help you develop a prototype is of
limited
value to an investor especially since the same statement is made
under each offering scenario.
20. You state on page 19 that you will rely on current incoming
revenue and/or loans from shareholders if you do not raise any
funds
in the offering. Since you have not realized any revenues since
inception and it is probable that you will not generate any
revenues
prior to raising funds in this offering, we are unclear on how
incoming revenues would occur under the "no funds" offering
scenario.
Please revise your disclosures accordingly or explain to us in
detail
how you expect to achieve your stated objective.
Management, page 20
Directors and Executive Officers, page 20
21. Please include five full years of business experience for Mr.
Zwebner. See Item 401 of Regulation S-B.
Certain Relationships and Related Transactions, page 21
22. We note your statement that there are no related transactions
concerning your directors. However, we also note the disclosure
on
page 15 regarding the acquisition of patent rights from Asher
Zwebner, an officer and director of your company. Please revise
the
disclosure in this section to provide the information required by
Item 404 of Regulation S-B.
Plan of Distribution, page 24
23. 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.
24. Please disclose how you determined the offering price. We
note
that you have included risk factors regarding the determination of
the offering price. Please identify the factors you considered in
setting your offering price. For example, disclose whether your
recent private placements contributed to your offering price
determination, the amount of funds you will need to properly
capitalize your business efforts or any other factors that were
considered. See Item 505 of Regulation S-B.
25. 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,
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.
Available Information, page 27
26. We note that you reference the old address of the Securities
and
Exchange Commission. Please revise to include our new address at
100
F Street, NE (Washington, D.C. 20549).
Financial Statements for the Period From November 18, 2004 (Date
of
Inception) Through December 31, 2004
Report of Independent Registered Public Accounting Firm, page 1
27. Please obtain and file a revised audit report and consent that
identifies CDoor Corp. as "a development stage company." This
may
be done in the addressee heading.
Statement of Cash Flows, page 5
28. We note that you classify deferred offering costs in investing
activities on your statements of cash flows. Citing relevant
accounting guidance or predominant practice, please tell us why
these
amounts should be classified in investing activities as opposed to
financing activities.
1. Development Stage Activities and Going Concern, page 6
29. Please disclose your fiscal year end.
2. Summary of Significant Accounting Policies, page 7
30. We note that your operations are based in Israel. Please tell
us
whether you use the U.S. Dollar, Israeli shekel, or some other
currency as your functional currency and the reasons for your
determination. In this regard, you should provide us a
description
of your primary economic environment as that term is used in
paragraph 39 of SFAS 52. If your functional currency is not the
U.S.
Dollar, please disclose comprehensive income and its components,
including foreign currency translation adjustments, or tell us why
that disclosure is not necessary. See paragraphs 14 and 22-25 of
SFAS 130.
4. Patent Properties, page 6
31. We note that the cost of the patent was recorded on your books
at
its historical cost of $10,000. Please tell us whether $10,000
was
the amount originally paid by your officer at December 24, 1991,
the
date the patent was originally granted to your officer.
Financial Statements for the Three Months Ended March 31, 2005 and
Cumulative from Inception (November 18, 2004) through March 31,
2005
General
32. While you are not prohibited from including the three months
ended March 31, 2005, please note there is no requirement to
include
interim financial statements other than those required by 310(b)
of
Regulation S-B.
Balance Sheet, page 1
33. The accumulated deficit line item has been inappropriately
excluded from your March 31, 2005 balance sheet. Please revise.
Statement of Operations, page 2
34. Your inception through March 31, 2005 column excludes
amortization of $735 and professional fees of $500. Please
revise.
Financial Statements for the Six Months Ended June 30, 2005 and
Cumulative from Inception (November 18, 2004) through June 30,
2005
Statement of Operations, page 2
35. The sum of the three months ended March 31, 2005 column and
the
three months ended June 30, 2005 column does not agree to the
amounts
presented in the six months ended June 30, 2005 column. Please
revise.
Statements of Cash Flows, page 3
36. The ending cash balance in the six months ended June 30, 2005
column is $1,000 and does not agree with the $2,000 cash balance
on
your June 30, 2005 balance sheet. In order to correct this error,
it
appears the "Advances from stockholders" line item should be
$1,000
instead of $0. Please revise or advise.
Exhibits, page II-3
37. Please file the loan agreements that you have entered into
with
your officers and directors as material exhibits to the
registration
statement. See Item 601(b)(10) of Regulation S-B.
Exhibit 23 - Consent of Independent Auditors
38. An updated signed consent should be filed as an exhibit with
each
amendment to your Form SB-2. Please have your auditors revise
their
consent in Exhibit 23 to read "Consent of Independent Registered
Public Accounting Firm" and to consent to the use of their name as
an
expert in accounting and auditing.
*****
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
letter with your amendment that keys your responses to our
comments
and provides any requested information. Detailed 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 Andrew Blume at (202) 551-3254, or James
Allegretto, Accounting Branch Chief, at (202) 551-3849 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Howard Baik, Attorney-Advisor, at (202)
551-
3317, Ellie Quarles, Special Counsel at (202) 551-3238, or me at
(202) 551-3725 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Michael S. Krome, Esq.
Fax: (631) 737-8382
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Lavi Krasney
Cdoor Corp.
October 13, 2005
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