Mail Stop 7010
November 9, 2005
via U.S. mail and Facsimile
Gordon Davies
President
Reclamation Consulting and Applications, Inc.
23832 Rockfield Boulevard, Suite 275
Lake Forest, California 92630
Re: Reclamation Consulting and Applications, Inc.
Form SB-2/A filed November 1, 2005
File No. 333-126916
Dear Mr. Davies:
We have limited our review of your filing to those issues we
have addressed in our 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 supplemental 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.
Form SB-2/A filed November 1, 2005
General
1. We note that the selling stockholder table states the number of
shares included in the prospectus for the four investors involved
in
the PIPE transaction is 45,000,000 which appears to exceed the
40,000,000 common shares (32,000,000 underlying the convertible
notes
and 8,000,000 underlying the warrants) the fee table states are
being
registered. Please advise. We may have further comments after
review of your response.
June 2005 Securities Purchase Agreement, page 5
2. We note your response to prior comment one. Please revise
here,
and throughout the document as necessary, to state the amount of
convertible notes purchased by each investor and the warrants
allocated to each investor. In this regard, we note the amounts
disclosed in the Securities Purchase Agreement filed as exhibit
4.1
and the separate notes and warrants entered into by each investor
and
filed as exhibits 4.14 - 4.21.
3. Upon review of section 4.l. "Subsequent Investment" of the
securities purchase agreement, it appears the investors must
purchase
the convertible notes worth $700,000 within two days from the time
the registration statement is declared effective rather than the
five
days currently disclosed. Please revise accordingly throughout
the
prospectus.
4. The securities purchase agreement refers to the registration
rights agreement attached as exhibit C. It appears that exhibit C
is
not attached to the securities purchase agreement filed as exhibit
4.1. Please confirm that the referenced registration rights
agreement is the same agreement filed as exhibit 4.10 to this
registration statement.
5. The registration rights agreement provides for penalties to be
assessed if the registration statement is not declared effective
by
120 days after the closing date, which was June 23, 2005. See
section 2.c. of the registration rights agreement. It appears
that
this time period has expired. Please update the prospectus to
disclose any penalty payments made by RCIA to the investors thus
far
and disclose the terms under which future penalty payments will be
required.
Risk Factors, page 6
There Are a Large Number of Shares Underlying our Secured
Convertible
Notes..., page 7
6. We note the statement that secured convertible notes
outstanding
may be converted into an estimated 37,142,858 shares of common
stock
and that you have an obligation to sell secured convertible notes
that may be converted into an estimated 20,000,000 shares of
common
stock. Please clarify whether the 37,142,858 shares underlying
secured convertible notes include the shares underlying the notes
issued pursuant to the securities purchase agreement. Clarify
whether the estimated 20,000,000 additional shares to be issued
underlie the secured convertible notes to be sold after the
registration statement is declared effective.
Certain Relationships and Related Transactions, page 29
7. Revise this section to include the name of each related party
who
engaged in the disclosed transactions.
Options, page 31
8. Revise to state whether the options outstanding are all
currently
exercisable. If all the options are not currently exercisable,
please disclose the date upon which they become exercisable. We
note
you are registering the resale of common shares underlying certain
options. Please clarify which options relate to the common shares
being registered for resale.
Description of Securities, page 31
Warrants, page 31
9. We note your response to prior comment six; however, we also
note
the final sentence in the first paragraph of this section. You
should revise this sentence to state that the investors can use
the
cashless exercise option if the common shares underlying the
warrants
are not registered for resale pursuant to an effective
registration
statement.
Plan of Distribution, page 33
10. We note your response to prior comment 11. Revise this
section
to disclose that upon the conversion of the notes or exercise of
the
warrants and subsequent resale of the underlying shares by the
selling shareholders, you will file a prospectus supplement as
necessary to update the disclosure of the number of shares that
each
selling shareholder intends to sell and reflecting prior resales.
See interpretation 3S of the March 1999 supplement to our publicly
available manual of telephone interpretations, available on our
website at www.sec.gov.
Selling Stockholders, page 36
11. We note your response to prior comment seven. Please revise
to
state the exemption relied upon and the facts to support each
exemption for each private placement made to the selling
stockholders.
Exhibit 4.1
12. It appears that you have not provided the staff with the
information in Exhibit D as represented in your response to prior
comment 12. Please provide the information as requested. We may
have further comments.
Exhibit 4.20
13. It appears that you have not filed the complete exhibit.
Please
re-file.
Closing Comments
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 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 a 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.
Please direct questions on disclosure issues to Tamara
Brightwell, Staff Attorney, at (202) 551-3751 or, in her absence,
to
me at (202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
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Gordon Davies
Reclamation Consulting and Applications, Inc.
November 9, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE