Mail Stop 6010
October 7, 2005
Tom Hatton
President
Firstline Environmental Solutions, Inc.
#203-20189 56th Avenue, Langley
British Columbia, Canada V3A 3Y6
Re: Firstline Environmental Solutions, Inc.
Registration Statement on Form 10-SB
Filed September 13, 2005
File No. 000-51523
Dear Mr. Hatton:
We have the following comments to your filing. Please file
an
amendment by November 3, 2005 to comply with our comments. If you
cannot amend the filing by that time, you should consider
withdrawing
the filing before it becomes effective by operation of law. You
could then refile when you are able to respond to the comments.
Please note that you should file the request for withdrawal by
November 10, 2005.
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 or may not 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.
General
1. You utilize technical terminology with which the average
investor
probably is not familiar. Revise your filing to define technical
words through the context of your discussion as much as possible.
Provide definitions in a glossary only those geologic or technical
terms not understood by the average investor that cannot be
adequately defined in the text.
2. Add a statement that addresses the fact that the property has
not
been examined in the field by a professional geologist or mining
engineer, and detail the risks to investors.
3. Add a statement that addresses that fact that the probability
of
an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability the properties do not contain any reserves, and any
funds
spent on exploration will probably be lost.
4. Disclose:
* The nature of the company`s ownership or interest in the
property.
* Any other underlying agreements or interests in the property.
* Disclose the conditions that must be met to keep these claims.
Revise to fully discuss the material terms of the land or mineral
rights securing agreements. Refer to paragraph (b) (2) of
Industry
Guide 7.
Item 1. Description of Business, page 2
b. Business of Issuer, page 2
Precious Metals - FEMS, page 3
5. We note your disclosure on page 3 that on May 15, 2005, all of
the
mineral rights were assigned from your operating subsidiary,
Firstline Recovery Systems, to the holding company, Firstline
Environmental Solutions. Please briefly explain the reason for
this
assignment and disclose any amounts paid in connection with the
assignment.
6. Your references on page 4 to the Bonanza Ledge may lead
investors
to infer that your property may have commercial mineralization
because of its proximity to these mines and properties. Please
revise to remove information about mines, prospects or companies
operating in or near your property. Focus your disclosure on your
property.
7. The last sentence in the last paragraph of this section, found
on
page 4, states that the company and its directors will disclose
information as required under the guidelines of National
Instrument
43-101. As a U.S. incorporated company (Florida), this filing is
required to comply with Industry Guide 7. The exception granted
under Instruction 3 to Paragraph (b) (5) specifically addresses
the
reporting requirements of companies incorporated in foreign
countries
as required by legislative edicts, not stock exchange rules or
guidelines. Canadian incorporated companies under this exception
are
still required to disclose reserve estimates according to Guide 7
definitions and as needed, provide a comparative table and
reconciliation narrative explaining any differences between the
estimates using the Commission definitions of Industry Guide 7 and
National Instrument 43-101.
Natural Mineral Products - FLRS, page 4
8. Please update us as to the status of your expansion into the
blast
abrasive industry, and clarify whether you plan to continue in
this
line of business. We note disclosure in the penultimate paragraph
on
page 5 of management`s plan to "focus all energies and resources"
towards mineral exploration. Also, file the agreement with Golden
Spike as an exhibit to the registration statement.
9. We note your statement that your "Eco-Blast" product meets
industry requirements for an environmentally friendly product.
Please revise to clarify the basis for this statement. Also
explain
the term "cutting rate."
Item 2. Managements Plan of Operation, page 5
10. Please disclose the fact that your auditors have raised
substantial doubt about your ability to continue as a going
concern.
Discuss the impact that this going concern opinion may have on
your
ability to raise additional capital.
11. Please disclose how long you can satisfy your cash
requirements
and whether you will have to raise additional funds in the next 12
months, as required by Item 303(a)(1)(i) of Regulation S-B.
12. The first sentence of this section refers to Firstline as an
exploration and development company. The words "development" and
"production" have very specific meanings under Industry Guide7 (a)
(4), (see www.sec.gov/divisions/corpfin
/forms/industry.htm#secguide7). The terms reference the
"development
stage" when companies are engaged in preparing reserves for
production, and "production stage" when companies are engaged in
commercial-scale, profit-oriented extraction of minerals. If the
company does not disclose any "reserves," as defined by Guide 7,
please remove the terms "develop," "development" or "production"
throughout the document, and replace this terminology, as needed,
with the terms "explore" or "exploration." This includes the
using
of the terms in the Financial Statement head notes and footnotes
see
Instruction 1 to paragraph (a), Industry Guide 7.
13. Expand the disclosure concerning the exploration plans for the
properties.
* Disclose a brief geological justification for each of the
exploration projects written in non-technical language.
* Give a breakdown the exploration timetable and budget, including
estimated amounts that will be required for each exploration
activity, such as geophysics, geochemistry, surface sampling,
drilling, etc. for each prospect.
* If there is a phased program planned, briefly outline all
phases.
* Alternatively, disclose there are no current detailed plans to
conduct exploration on the property.
* Disclose how the exploration program will be funded.
* Identify who will be conducting any proposed exploration work,
and
discuss what their qualifications are.
14. Include a brief description of the QA/QC protocols be provided
to
reassure the investors regarding sample preparation, controls,
custody, assay precision and accuracy. This would apply to
exploration and operational analytical procedures.
15. We refer you to your disclosure in the last sentence of the
penultimate paragraph on page 6. Please revise to clarify that
Georgia International Mining is providing funding for exploration
work only on the portion of the property it has the option to
acquire. Also clarify whether you will be responsible for funding
the exploration work on the optioned property beyond the first
phase
of the work program. We note your disclosure that Georgia is only
funding the "first phase."
Item 3. Description of Property, page 7
16. For the property, provide the disclosures required by Industry
Guide 7 (b). In particular, provide:
* The location, means of access to the property, and
transportation
from the property.
* Any conditions that must be met in order to obtain or retain
title
to the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property.
* A description of any work completed on the property and its`
present condition.
* The details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment.
* Provide a description of equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The total cost of the property has incurred to date and planned
future costs.
* The source of power and water that can be utilized at the
property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
17. Insert a small-scale map showing the location and access to
the
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these maps in any future amendments that are
uploaded
to EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if addition
assistance is required, please call Filer Support at 202-942-8900.
Otherwise, provide the map to the staff for review.
18. In the description of each exploration property, as required
by
Industry Guide 7, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Item 4. Security Ownership of Certain Beneficial Owners and
Management, page 8
19. Please identify all natural persons that beneficially own the
securities held by the entities named in the table.
Item 5. Director and Executive Officers, Promoters, and Control
Persons, page 9
20. Unless you can substantiate significant technical training
and/or
experience in minerals exploration or mining by members of your
management, you need to include a risk factor early in this risk
factor section that your management lacks technical training and
experience with exploring for, starting, and/or operating a mine.
With no direct training or experience in these areas, your
management
may not be fully aware of many of the specific requirements
related
to working within this industry. Their decisions and choices may
not
take into account standard engineering or managerial approaches
mineral exploration companies commonly use. Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry.
21. Disclose:
* Briefly, describe the person`s business experience during the
past
five years.
* The approximate percent of their time that the officers worked
on
affairs of your company this last year.
* Other significant responsibilities that they currently have with
other companies.
See Item 401 of Regulation S-B.
22. Please revise to indicate that Dorlyn Evancic serves as your
chief financial officer, and disclose that he serves in that role
by
virtue of the consulting agreement with Pro-Act Management.
23. Please expand your disclosure to describe the functions to be
performed by your "promoter." Disclose the percent of his time
Mr.
Akladios will devote to your company.
Item 6. Executive Compensation, page 10
24. Please provide the disclosure required by Item 402 of
Regulation
S-B.
25. Please disclose that the fees to be paid to Pro-Act Management
pursuant to the Consulting Agreement increase to $5,000 per month
upon your listing on the OTCBB. We refer you to your disclosure
in
Section 5 (b) of Exhibit 10.2.
26. Disclose that, pursuant to the Consulting Agreement, Pro-Act
is
to be paid 10% of any gross funds raised for Firstline. Also
state
whether Pro-Act will raise funds in connection with the proposed
offering described on page 5. If so, also clarify where you
account
for the 10% commission in your description of intended use of
proceeds on page 6.
Certain Relationships and Related Party Transactions, page 11
27. Reconcile the disclosure in this section with that in Note K
of
the financial statements. Revise your disclosure accordingly.
28. Please expand your description of the transactions to explain
in
greater detail the services provided.
Item 8. Description of Securities, page 11
29. Please disclose the exemption from registration upon which you
are relying in conducting the current private placement. We refer
you to your disclosure in the penultimate paragraph on page 12.
We
may have further comment upon reviewing your response.
Part F/S
Financial Statements, page 35
30. The financial statements should be updated prior to
effectiveness, as necessary, to comply with Item 310(g) of
Regulation
S-B.
Report of Independent Registered Public Accounting Firm, page F-2
31. We note that your auditors did not audit the cumulative
balance
from the period from August 21, 1997 (date of inception) to May
31,
2005. An auditor`s association with the cumulative data is
required
on an annual basis as long as you are in the development stage.
Please have your auditors revise their report to clearly identify
the
period as audited. In addition, the audit report and other
portions
of your filing reference "An Exploration Stage Corporation,"
however,
this phrase is not defined by SFAS 7. Accordingly, please revise
your
auditors` report and the other portions of your document to state
that you are in the development stage in accordance with paragraph
12
of SFAS 7.
32. We note that you are incorporated in the state of Florida and
all
of your operations, assets and auditor appear to be located in
British Columbia. In accordance with Article 2 of Regulation S-X,
we
believe that the audit report of a registrant (that is not a
foreign
private issuer) should ordinarily be rendered by an auditor
licensed
in the United States. Further guidance may be found in Section 5.K
of
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission`s website at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
..
Please tell us why you selected an auditor licensed outside of the
United States to audit your financial statements, in light of the
fact that you were incorporated in Florida. Please note that it is
your responsibility to provide financial statements audited by an
auditor who meets the requirements of Rule 2-01(a) of Regulation
S-X.
Please tell us how you determined that you meet the requirements
of
Rule 2-01(a) of Regulation S-X. Also, please tell us what
consideration you and your auditors gave to Florida state laws
governing audits of Florida companies performed by foreign
auditors.
We may have further comments after reviewing your response.
33. We see the opinion paragraph of your auditors` report
indicates
"In our opinion, except as stated above, these consolidated
financial
statements present fairly, in all material respects, the financial
position of the company as at May 31, 2005 and 2004 and the
results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles in the
United States." Please note that the "except as stated above"
language may be indicative of a scope limitation and at a minimum,
could confuse readers as to the conclusions reached by your
auditor
with respect to amounts presented in your financial statements.
Also, note any qualification with respect to the scope of an audit
results in a finding by the staff that the audit of the financial
statements required by Commission rules has not been performed.
Refer to the guidance at SAB Topic 1(E)(2). Accordingly, please
support the acceptability of the current wording in the auditors`
report via reference to authoritative auditing standards or revise
the opinion paragraph of the report to eliminate any possible
scope
limitations.
34. 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
* the need to revise their report to include an explanatory
paragraph
describing any restatements and
* the need to dual date their report.
Consolidated Balance Sheet, page F-3
35. We see that you have recorded a subscription receivable of
$100,000 as a current asset on your balance sheet. We also noted
on
page 18, that in November 2004, you issued Graydon Elliott Capital
Corporation 2,000,000 shares of common stock in consideration for
services valued at $100,000. It appears based on your
shareholders`
deficiency statement that this was the only common stock
transaction
during the year-ended May 31, 2005. In accordance with EITF 85-01
and
SAB Topic 4(E), subscription receivables should normally be
presented
as a deduction from stockholders` equity. Please tell us how you
accounted for the issuance of shares for services such that you
recorded the subscription receivable as an asset on the balance
sheet
and also as a cash inflow from financing activities on your
statement
of cash flows. Additionally, please tell us how these amounts are
reflected in your statement of operations. Please revise the
filing
as necessary based on our comment. We may have further comments
based on your response and revisions.
Consolidated Statement of Operations, page F-4
36. Please revise your footnotes to include the disclosures
required
by paragraph 26 of SFAS 144 for the loss on disposal of investment
of
$42,279 and the writedown of assets of $64,532. Please revise the
filing to include more detail about these transactions, including
where the assets were recorded on your balance sheets, how you
determined their fair value and the circumstances that lead to
their
impairment and disposal.
37. Please round your loss per share amounts to the nearest cent.
Consolidated Statement of Cash Flows, page F-5
38. We see that there appears to be numerous clerical errors in
this
statement. For example, the title caption of the period covered is
incorrect, various mathematical errors appear in the statement,
the
May 31, 2004 ending cash balance does not agree to your balance
sheet
and the blank in the cumulative data columns for investing
activities
does not make sense. Please revise this statement as necessary to
include the proper amounts and disclosures.
Consolidated Statement of Changes in Shareholders` Deficiency,
page
F-6
39. Please revise your filing to include all of the financial
statements and detail as required by paragraph 11 (d) of SFAS 7.
Specifically, please include the following:
* Statements of shareholders` equity for each year from the
enterprise`s inception, August 21, 1997.
* For each individual issuance of shares of stock, warrants,
rights,
or other equity securities; the date of the issuance, the number
of
shares issues, and the dollar amounts per share assigned.
* For any issuances for services or other noncash consideration,
the
nature of the noncash consideration and the basis for assigning
amounts.
In addition, the footnotes should clearly disclose the basis for
assigning amounts for each issuance of non-cash consideration.
Note D - Investments, page F-11
40. We note that you purchased an option to acquire 70,000 Class D
Preferred shares of Fu Kwai Enterprises for $51,150. You
subsequently
applied this subscription against a balance due to Fu Kwai. Please
tell us how you accounted for the exchange of nonmonetary assets,
including how you determined their fair value. Refer to APB 29.
Please also revise to provide the disclosures as required by
paragraph 28 of APB 29 and to disclose the item as a supplemental
non-cash activity on the statement of cash flows.
Note E - Mineral Claims, page F-11
41. Please revise this note to properly state the amount exchanged
for the claims purchased from your subsidiary as $81,242.
42. In this regard, we note it appears you recorded a $81,242
payment
to your subsidiary as an asset on your consolidated balance sheet.
Please tell us the accounting basis for recognizing an asset from
the
intercompany payment to your subsidiary and clearly disclose in
the
filing who you initially purchased the referenced mineral claim
from
and when it was purchased. Also, tell us and revise the filing
to
disclose how your accounting policy for mineral claims complies
with
U.S. generally accepted accounting principles. We may have
further
comments based on your response and revisions.
Note I - Common Share Transactions, page F-12
43. We reference issuances of stock and warrants for services,
financing arrangements, and "merger and debt settlement
agreements."
Please revise the filing to disclose how you valued and accounted
for
each of these transactions. For example, disclose that
transactions
were based on the fair value of your stock as quoted on the OTC
Pink
Sheets.
Note J - Warrants, page F-12
44. We note that you have various outstanding warrants which will
expire at dates between October 2005 and April 2006. Please revise
the filing to disclose how you accounted for their issuances,
including the valuation technique utilized, the fair value of the
stock at the date of issuance, how this was determined, and the
amount of compensation expense recorded for each of the issuances.
Note L - Income Taxes, page F-13
45. We see on page 12 that as part of this offering, you are
selling
7,000 "flow-through shares." Please tell us how you intend to
account for the sale of the flow-through shares and the related
sale
of the income tax benefits under SFAS 109. Further guidance may be
found in Appendix A.I. of "International Reporting and Disclosure
Issues in the Division of Corporation Finance" on the Commission`s
website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
..
Note M - Subsequent Event, page F-13
46. We see that you granted Georgia International Mining Company
an
option to purchase three mineral claims. We also noted on page 10
that your designated promoter, Mr. Reda Akladios, is an officer
and
director of Georgia International. Please tell us how you intend
to
account for the sale of the mineral claim options to Georgia
International and how you determined the fair value of the
transaction. Please tell us the U.S. generally accepted accounting
principles that support your proposed accounting and disclosures.
We
may have further comments based on your response.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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
Exchange Act of 1934 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
You may contact Kevin Kuhar at (202) 551- 3662 or Jay Webb,
Reviewing Accountant, 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 (via fax): Dennis Brovarone, 303.466.4826
Tom Hatton
Firstline Environmental Solutions, Inc.
October 7, 2005
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