January 10, 2006
By facsimile to (713) 524-4122 and U.S. Mail
Mr. Michael Chavez
President and Chief Executive Officer
Allmarine Consultants Corporation
8601 RR 2222, Building 1, Suite 210
Austin, TX 78730
Re: Allmarine Consultants Corporation
Registration Statement on Form SB-2
Filed December 20, 2005
File No. 333-130492
Dear Mr. Chavez:
We reviewed the filing and have the comments below.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
1. Since there is no established public market for the common
equity
being registered, give the factors that were considered in
determining the offering price of $0.10 per share. See Item
505(a)
of Regulation S-B.
2. Please include interim financial statements for the period
ended
November 30, 2005. Please similarly update your financial
information throughout the filing. See Item 310(g) of Regulation
S-
B.
Registration Statement` Facing Page
3. Since the securities being registered are to be offered on a
delayed or continuous basis, check the box for Rule 415 under the
Securities Act.
Prospectus` Outside Front Cover Page
4. If the prospectus will be used before the registration
statement`s
effectiveness, include a prominent statement that the prospectus
is
not complete and registration is not effective. See Item (a)(10)
of
Regulation S-B.
Prospectus Summary, page 5
5. Ensure that the summary information about Allmarine and its
business is balanced by expanding the narrative presentation to
disclose that:
* Allmarine is a development stage company with limited experience
in
the marine consulting business.
* Allmarine has earned no revenues since its formation.
* Allmarine has an accumulated deficit of $27,355 as of August
31,
2005.
Risk Factors, page 8
6. Avoid generic conclusions in the risk factors` discussions such
as
Allmarine`s results of operations, business, or financial
condition
would or could be materially and adversely affected. For example,
refer to the fourth, ninth, and tenth risk factors. Rather,
explain
specifically what the risk`s consequences or effects are for
Allmarine and its securityholders.
7. Some risk factors include language like "there is no assurance"
and "there can be no assurance." For example, refer to third,
ninth,
and tenth risk factors. Since the risk is the situation described
and not Allmarine`s inability to assure, please revise.
8. Disclosure in the first risk factor that Allmarine can continue
its business operations for the next 12 months with financing
provided by its shareholders appears inconsistent with the notion
that Allmarine depends to a great degree on its ability to attract
external financing and the disclosure on page 24 that Allmarine
has
no commitment from its directors and officers or shareholders to
provide it with financing in the future. Please reconcile the
disclosures.
9. Disclosure in the sixth risk factor states that Allmarine
outsources all of its operations and services through Philtex
Corporation. Clarify that Allmarine has earned no revenues
through
its marketing agreement with Philtex Corporation as of the date of
the prospectus.
10. Based on disclosure elsewhere that Allmarine specializes in
the
administration of ship and corporate registries, the meaning of
the
phrase "or begun exploration on any properties" in the eighth risk
factor is unclear. Please revise.
Directors and Executive Officers, page 14
11. In each biographical sketch, state briefly the nature of the
business conducted by the companies other than Allmarine that have
employed Messrs. Michael Chavez and Arthur Stone during the past
five
years.
12. Describe briefly on page 15 the nature of the advisory
services
that Mr. Arthur Stone provides to Allmarine.
Special Note Regarding Forward-Looking Statements, page 19
13. Since Allmarine issues penny stock and this is an initial
public
offering of Allmarine`s common stock, Allmarine is ineligible to
rely
on the safe harbor provision. See section 27A(b)(1)(C) and
27A(b)(2)(D) of the Securities Act. Thus, delete the references
to
section 27A of the Securities Act and the Private Securities
Litigation Reform Act of 1934. Alternatively, disclose that
Allmarine is ineligible to rely on the safe harbor provision.
Business Operations, page 19; Marketing Agreement, page 20
14. Revise these sections to describe better the current state of
Allmarine`s operations. Clarify whether Allmarine has actually
performed any services contemplated by the marketing agreement or
otherwise. We note that Allmarine has not generated any revenue,
but
the discussion contains statements that suggest that Allmarine has
active operations. For example, you state on page 20 that you
"occasionally act as a broker...and we outsource marine insurance
services...through our Marketing Agreement with Philtex."
15. Throughout your discussion here, in the risk factors section,
and
elsewhere in the prospectus, clarify what you mean when you state
that you "outsource" your operations through Philtex.
16. Under "Marketing Agreement," clarify the principal terms and
nature of your relationship with Philtex. Specify what products
and
services of Philtex are the subject of the agreement. Clarify
whether you will perform the services or whether you are marketing
services that Philtex will perform. If you will perform the
services, clarify why the agreement is even necessary. If Philtex
will perform the services, explain why you will receive 90% of the
gross revenue from the sales of the "Products." Based on your
description of the company`s business so far, it is unclear what
types of `products` would be relevant to this business. Also
clarify
when you are to receive fees under the agreement.
Competition, page 21
17. Discuss briefly methods of competition in Allmarine`s
industry.
See Item 101(b)(4) of Regulation S-B.
18. Discuss the possibility that Philtex may compete directly with
you in the marketing and sale of its products and services under
the
terms of the marketing agreement.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 23
19. Elaborate on your specific plans and timetable to become
operational and generate revenue, both for services that you will
offer under the marketing agreement and independently of Philtex.
For the latter, discuss the "substantial amount" of capital that
you
would need to raise.
Liquidity and Capital Resources, page 24
20. You disclose that you had $3,125 of cash flows from financing
activities for the three months ended September 30, 2005. It
appears
that the three months actually ended August 31, 2005. Please
revise
accordingly.
Certain Relationships and Related Transactions, page 25
21. State the value of the shares of common stock that Allmarine
issued in consideration for services performed by Messrs. Michael
Chavez, Arthur Stone, David M. Loev, and Chris Warren.
22. Describe briefly the services performed by Messrs. Michael
Chavez, Arthur Stone, David M. Love, and Chris Warren.
Executive Compensation, page 26
23. Disclosure in footnote (2) that Allmarine issued 2,700,000
shares
of restricted common stock to Mr. Michael Chavez on May 24, 2004
is
inconsistent with disclosure elsewhere that Allmarine issued the
stock on May 24, 2005. Please reconcile the disclosures.
24. You disclose that you do not anticipate paying your chief
executive officer any salary for the fiscal year ended December
31,
2005. Your fiscal year ends May 31, 2006. Please revise.
Plan of Distribution and Selling Stockholders, page 29
25. For a beneficial owner such as Palisades Capital, LLC that is
not
a natural person, identify by footnote or otherwise the natural
person or persons having sole or shared voting and investment
control
over the securities held by the beneficial owner. Refer to
telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise appropriately.
26. Consider adding disclosure that the term "selling
stockholders"
includes the stockholders listed and their transferees, pledgees,
donees, or other successors.
27. Disclose that Allmarine will file a prospectus supplement to
name
successors to any named selling stockholders who are able to use
the
prospectus to sell the securities.
Recent Sales of Unregistered Securities, page 35
28. For the May 24, 2005 transactions where securities were sold
other than for cash, state the value of the securities issued by
Allmarine. Also specify the services provided by the four persons
to
whom Allmarine issued the securities. See Item 701(c) of
Regulation
S-B.
29. For the May 24, 2005 transactions where Allmarine relied upon
the
exemption under Securities Act`s section 4(2), state specifically
whether the purchasers were accredited or sophisticated investors.
If the latter, outline the access to information given to them.
See
Item 701(d) of Regulation S-B.
For the three months ended August 31, 2005
30. Please disclose in your footnotes that you have entered into a
marketing agreement with Philtex, including a brief summary of the
nature, terms and duration of the agreement.
Report of Independent Registered Public Accounting Firm, page F-5
31. The going concern paragraph in the audit report states that
you
had a working capital deficit of $300 at March 31, 2005. Please
make
arrangements with your auditors to have them revise the report to
state that you had a working capital deficit of $300 at May 31,
2005.
Exhibits
32. Include an exhibit index immediately before the exhibits filed
with the registration statement. See Rule 102(d) of Regulation S-
T.
Exhibit 10.1
33. Absent an order granting confidential treatment, Item
601(b)(10)
of Regulation S-B requires the filing of material contracts,
including attachments, in their entirety. Attachments include,
for
example, annexes, appendices, exhibits, and schedules. Since you
did
not file exhibit A to the exhibit, refile the exhibit in its
entirety.
Signatures, page 38
34. Allmarine`s controller or principal accounting officer also
must
sign the registration statement. Further, any person who occupies
more than one of the specified positions, for example principal
financial officer and controller or principal accounting officer,
must indicate each capacity in which he signs the registration
statements. See instructions 1 and 2 to signatures on Form SB-2,
and
revise.
Closing
File an amendment to the SB-2 in response to the comments.
To
expedite our review, Allmarine may wish to provide us three marked
courtesy copies of the amendment. Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If
Allmarine
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter. We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Allmarine and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Allmarine requests acceleration of the registration
statement`s effectiveness, Allmarine should furnish a letter at
the
time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Allmarine from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.
* Allmarine may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Allmarine provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Jeffrey R.
Gordon, Staff Accountant, at (202) 551-3866 or Rufus G. Decker
III,
Accounting Branch Chief, at (202) 551-3769. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or me at (202) 551-3760.
Very truly yours,
Pamela A. Long
Assistant Director
cc: David M. Loev, Esq.
John S. Gillies, Esq.
David M. Loev, Attorney at Law
2777 Allen Parkway, Suite 1000
Houston, TX 77019
Mr. Michael Chavez
January 10, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE