January 20, 2006
Mail Stop 0408
By U.S. Mail and Facsimile (443) 263-7553
Mark H. Anders
President and Chief Executive Officer
AmericasBank Corp.
500 York Road
Towson, Maryland 21204
Re: AmericasBank Corp.
Form SB-2 filed December 21, 2005
File No. 333-130542
Dear Mr. Anders:
We have reviewed your filing and have the following
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
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
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.
Cover Page
1. Please clarify when the offering will be over.
Risk Factors, page 8
2. We note in your introductory paragraph the statement that there
may be other risks to investing the company apart from those
discussed in this section. Please revise to delete this language.
You must disclose all risks that you believe are material at this
time. Discussing the possibility of risks that are currently
unknown
or appear immaterial is unnecessarily confusing.
3. Several of your risk factors use language stating that "there
can
be no assurance that..." or similar language. However, the risk
is
not your ability to give assurance, but the underlying situation.
Please revise to eliminate this and similar language.
There is a limited trading market for our common stock..., page 13
4. Please revise to clarify the nature and extent of the risk that
your common shares may not be listed on Nasdaq immediately after
the
closing of the offering. Are there specific reasons to believe
that
your application for listing on Nasdaq may be denied?
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Noninterest Expenses, page 37
5. Please tell us in detail the type and amounts of the fixed
costs
included in the $830,599 of deferred loan origination costs as of
September 30, 2005. Discuss how you considered the guidance
provided
in SFAS No. 91 paragraphs 5 - 7 and why you believe you have fully
complied with the guidance and continue to believe your
presentation
is appropriate.
Investment Securities, page 39
6. Please revise the narrative preceding the table showing
amortized
costs, fair value and weighted average yield of your portfolio to
include the nature of your relationship with Atlantic Central
Bankers
Bank, the marketability and trading environment for their stock
and
your methodology for determining fair value. Please review the
guidance provided under ARB 43, Chapter 3 paragraph 6 and discuss
why
you feel your classification is appropriate.
Recent Accounting Pronouncements, pages 50 - 51
7. Please revise here and in your notes to the financial
statements
your discussion of SFAS 123R to include your plan for adoption and
the anticipated impact it will have on your financial statements.
Management, page 62
8. Please disclose how long Mr. Warner has served as Chairman of
the
company.
Security Ownership of Certain Beneficial Owners, page 77
9. Please identify the natural person who controls Acadia Master
Fund
I, Ltd.
Warrants, page 90
10. Please tell us how you accounted for the issuance of your
warrants at their inception and how you determined whether they
qualified for liability and/or equity classification. We note that
the fractional interest in the warrants can be settled in cash.
Please tell us how you considered this with respect to the
guidance
provided under SFAS No. 133, SFAS 150 and EITF 00-19.
Consolidated Financial Statements
Consolidated Statements of Change in Stockholders` Equity, page F-
5
11. Please revise the heading for the unrealized gain on
investment
securities available for sale for the September 30, 2005
reconciliation to reflect the $17,760 in losses.
12. Please tell us how you account for the unrealized gains and
losses on investment securities available for sale when the
associated securities are sold and how you determined your
accumulated other comprehensive income at September 30, 2005 was
zero. We note that the unrealized loss on investment securities
available for sale of $17,760 exactly off-set the beginning
accumulated balance. Please review the guidance under SFAS 115
paragraph 21 and tell us why you feel your presentation is
appropriate.
Notes to the Consolidated Financial Statements
Note 5. Investment Securities (Continued), page F-14
13. Please revise your discussion to include your methodology for
determining the fair value of your investment securities
portfolio.
14. Please review the guidance provided under EITF 03-1 paragraph
21
and tell us how and why you believe you have fully complied with
the
guidance and continue to believe your presentation is appropriate.
We note you do not provide detailed schedules providing the age of
your unrealized gains and losses for the provided periods. If
necessary, please revise your filing disclosures.
Note 6. Loans (Continued), page F-16
15. Please review the guidance provided under SFAS No. 114
paragraph
20 and tell us how and why you believe you have fully complied
with
the guidance and continue to believe your presentation is
appropriate. We note you have not provided the amount of related
allowance associated with your impaired and non-accrual loans. If
necessary, please revise your filing disclosures.
Undertakings, page II-7
16. Please include the undertaking found in Item 512(a) of
Regulation
S-B.
Signature Page
17. Note that the registration statement must be signed by the
controller or chief accounting officer. Please revise
accordingly.
General
18. Please note the updating requirements of Rule 310(g) of
Regulation S-B.
19. Please file updated consents for all audited financial
statements
included in your next filing.
* * *
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 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.
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 this action as 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.
You may contact Paula Smith, Staff Accountant, at (202) 551-
3696 or Don Walker, Senior Assistant Chief Accountant at (202)
551-
3490 if you have questions regarding comments on the financial
statements and related matters. Please contact Gregory Dundas at
(202) 551-3436 or me at (202) 551-3698 with any other questions.
Sincerely,
Mark Webb
Legal Branch Chief
cc: Frank C. Bonaventure, Esq.
Kenneth B. Abel, Esq.
Ober, Kaler, Grimes & Shriver
A Professional Corporation
120 E. Baltimore Street
Baltimore, Maryland 21202
Wayne A. Whitham, Esq.
John M. Oakey, III, Esq.
Williams, Mullen, Clark & Dobbins
Two James Center
1021 East Cary Street, 17th Floor
Richmond, Virginia 23219
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Mark H. Anders
AmericasBank Corp.
January 20, 2006
Page 6