February 14, 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
Pre-effective Amendment 1 to Registration Statement on Form
SB-2
Filed February 3, 2006
File No. 333-130492
Dear Mr. Chavez:
We reviewed the filing and have the comments below.
1. In connection with several of our earlier comments, your
prospectus does not present clearly the status of your current
operations versus the operations that you intend to conduct. It
appears that Allmarine has no operations currently and has only an
agreement with Philtex to market its products and services.
Please
revise your summary and other sections of your prospectus as
necessary to make this clear.
2. References in your document to "outsourcing" and "referring"
your
operations through Philtex are still confusing and do not seem
consistent with the nature of the agreement that you have filed as
an
exhibit. That agreement appears only to give you the right to
market
Philtex`s products and services. Please revise as necessary.
3. Please tell us with a view toward disclosure how you and
Philtex
interpret the contract that you have filed as an exhibit. Given
the
absence of the appendix to which the exhibit refers, the exhibit
does
not specify any products or services of Philtex for you to market.
Summary Financial Data, page 3
4. Please ensure that your presentation of the number of shares
issued and outstanding is equivalent to the number of shares
issued
and outstanding per your balance sheet. You disclose here that
you
have 9,000,000 shares issued and outstanding, while you disclose
on
the face of your balance sheet that you have 9,950,000 shares
issued
and outstanding. Please revise accordingly.
Risk Factors, page 4
5. Refer to prior comment 8. Disclosure in the first risk factor
that Allmarine can continue its business operations for the next
six
to eight months is inconsistent with disclosure in the third risk
factor that Allmarine can continue its business operations for the
next 12 months. Please revise.
Description of Business, page 15
6. Refer to prior comment 14. While revised disclosure indicates
that Allmarine has not performed any services under the marketing
agreement, the discussion in the description of business section
continues to contain statements that suggest that Allmarine has
active operations. For example, refer to the second and third
sentences under "Business History" and the fifth and seventh
paragraphs under "Business Operations." Please revise. This
comment
applies also to your summary and all other sections of your
document.
7. We note your responses to our earlier comments on this section.
However, the nature of your relationship with Philtex and the way
in
which the marketing agreement fits in to your operations remains
unclear. In the second to last paragraph of the subsection
"Marketing Agreement," you state that under the marketing
agreement
you will receive 90% of the gross revenue generated from it. You
then state that in approximately 12 months you "plan to offer
products and services without the help...of Philtex and as such
[you]
will retain 90% of the revenues pursuant to the Marketing
Agreement."
Please clarify whether you will receive 90% of the revenues at any
time that you market Philtex`s products and services to a customer
or
whether you will receive this amount only when you are able to
offer
the products and services yourself.
8. Your disclosure suggests that the marketing agreement
contemplates
a shift in the work to be performed from Philtex to you. However,
the contract that you filed as an exhibit does not appear to
provide
for this shift. Please clarify. Also, please discuss what steps
you
believe you must take before you can perform the work yourself and
the timeframe for doing so. Once you are able to perform the
work,
will you continue to use Philtex`s name and products and services
as
contemplated by the marketing agreement? Or is it your intention
to
separate entirely from Philtex at that point and carry on your own
operations?
Plan of Operation, page 20
9. Revise the third paragraph to clarify that Allmarine has not
performed any services under the marketing agreement and has no
clients.
10. Describe what your operations are that you believe you can
fund
for six to eight months. Explain in more detail what you mean
when
you say that you have been "promoting and marketing [y]our
services
since the effective date of the Marketing Agreement." Explain why
you have not yet generated any revenues from these efforts.
Discuss
what steps you will take to generate revenues under this agreement
and also "separate from Philtex" as disclosed in this section.
Liquidity and Capital Resources, page 21
11. You disclose that you had $23,350 of cash flows from financing
activities for the three months ended November 30, 2005. Please
revise your disclosure to indicate that you had $23,350 of cash
flows
from financing activities for the six months ended November 30,
2005.
Recent Sales of Unregistered Securities, page 35
12. Refer to prior comment 28. As requested previously, specify
the
services provided by the four persons to whom Allmarine issued the
securities. See Item 701(c) of Regulation S-B. We note the
disclosure in response to prior comment 22.
13. Refer to prior comment 29. As requested previously, state
specifically whether the purchasers were accredited or
sophisticated
investors. See Item 701(d) of Regulation S-B.
Exhibits
14. Refer to prior comment 32. As requested previously, include
an
exhibit index immediately before the exhibits filed with the
registration statement. See Rule 102(d) of Regulation S-T. The
exhibit index and "Item 27. Exhibits" are not synonymous. As
Rule
102(d) specifies, the exhibit index should appear immediately
before
the exhibits filed with the registration statement. Thus, the
exhibit index should follow the signatures` page. Please 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
February 14, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE