Room 4561
October 26, 2005
Jason Wadzinski
Chief Executive Officer
Advant-e Corporation
2680 Indian Ripple Road
Dayton Ohio 45440
Re: Advant-e Corporation
Post-effective Amendment No. 1 to Registration Statement on
Form
SB-2
Filed October 7, 2005
File No. 333-110851
Form 10-KSB for the fiscal year ended December 31, 2004
File No. 0-30983
Forms 10-QSB for the quarters ended June 30, 2005 and March
31,
2005
File No. 0-30983
Dear Mr. Wadzinski:
We have limited our review of your filings to signature page
of
your Form SB-2 and the disclosure responsive to Items 307 and 308
of
Regulation S-B. Where indicated, we think you should revise your
documents 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.
Form SB-2
1. While we note that your Chief Executive Officer and Chief
Financial Officer have signed the registration statement, please
note
that Form SB-2 requires your principal accounting officer or
controller to sign as well. Please revise accordingly. See
Instruction 1 to the Signatures portion of Form SB-2.
Form 10-K for the fiscal year ending December 31, 2004
Controls and Procedures, page 28
2. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer, concluded that the Company`s disclosure
controls and procedures are designed so that "information relating
to
Advant-e required to be disclosed by Advant-e in reports that it
files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
rules and forms of the SEC." Please advise, if true that your
officers concluded that your disclosure controls and procedures
are
also effective to ensure that information required to be disclosed
in
reports that you filed or submit under the Exchange Act is
accumulated and communicated to your management including you
chief
executive and chief financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
Please provide the same analysis for the period covered by the
above-
referenced Forms 10-QSB.
3. We note that it appears you have determined your disclosure
controls and procedures were "adequate." Please advise, similar
to
your disclosure in your Form 10-QSB, that your disclosure controls
and procedures were effective for the period covered by this
report
and for the Form 10-QSB for quarter ended March 31, 2005.
* * * *
As appropriate, please amend your filings 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 to be certain that the
filings includes all information required under the Securities Act
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.
Prior to our declaration of the effective date of the
pending
post-effective amendment pursuant to Section 8(c) of the
Securities
Act, the company should furnish a letter 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 the 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.
You may contact Adam Halper at (202) 551-3477 with any
questions. If you need further assistance, you may contact Anne
Nguyen, Special Counsel at (202) 551-3611 or me at (202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Barbara L. Sager
120 W. Second St. Suite 1111
Dayton, OH
Facsimile: (937) 443-0457
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Jason Wadzinski
Chief Executive Officer
Advant-e Corporation
October 26, 2005
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