MAIL STOP 7010
March 23, 2006
John Maguire
President
Irish Mag, Inc.
646 First Avenue South
St. Petersburg, Florida 33701
RE: Irish Mag, Inc.
Registration Statement on Form SB-2
File No. 333-132119
Filed March 1, 2006
Dear Mr. Maguire:
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 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. Please number the pages of the prospectus.
2. Please disclose the information required by Item 102 of
Regulation
S-B.
3. Due to the large percentage of shares being resold by
affiliated
security holders, it appears they may be selling by or on your
behalf; however, we note that you are not eligible to conduct an
offering under Rule 415(a)(4) of the Securities Act of 1933. We
will
not object if affiliated security holders offer, in the aggregate,
no
more than 10% of the shares you have outstanding. Please revise
to
remove the excess shares from the offering.
Cover Page of the Prospectus
4. Please disclose here, in the Summary and Plan of Distribution
sections the price at which the selling security holders will sell
their shares. If it is possible that resales will occur via the
OTCBB or a securities exchange, as suggested in the Plan of
Distribution, then please state that selling security holders will
sell at a stated fixed price until your securities are quoted on
the
OTCBB or securities exchange and thereafter at prevailing market
prices or privately negotiated prices.
5. Please clarify the statement that "[a]ll shares offered in the
secondary offering will terminate simultaneously with the primary
offering date." We assume that you mean that the offer by selling
stockholders will terminate simultaneously with the offering by
the
company; however, this conflicts with statements in the Plan of
Distribution section that shares offered by management will not be
sold unless or until the primary offering is sold or has been
closed.
6. Revise the table at the bottom of the cover page to show the
price
to the public for the shares registered for resale, underwriting
discounts and commissions, if any, and proceeds to selling
security
holders, as required by Item 501(a)(9)(iv) of Regulation S-B.
Prospectus Summary
7. Please revise the disclosure opposite the subheading "Number of
Shares Outstanding After the Offering" to remove the phrase "if no
shares are sold in the secondary offering." The phrase makes the
disclosure unclear because the amount of shares sold in the
secondary
offering should have no impact on the number of shares outstanding
after the offering.
Risk Factors
8. Some of your risk factors use language like "there is no
assurance." Please delete this language; the real risk is not
your
inability to offer assurance, but the condition described. Refer
to
the risk factors entitled "We May Not Be Able to Fully Implement
Our
Business Plan Due to Our Lack of Operating Experience in
Subcontracting Our Work" and "We Have Generated Profits Since
Changing Our Method of Operations But We May Never Generate
Substantial Revenues or Be Profitable in the Future."
(3) We Have Generated Profits Since Changing Our Method of
Operations...
9. Please clarify what you mean by the statement here that you
have
changed your operations. Elsewhere in the prospectus such as in
the
Description of Business and Management`s Discussion and Analysis
of
Financial Condition sections you state that you have yet to begin
your new business plan.
10. Risk factors 4 and 7 appear to address a similar risk, that of
losing the services of your president. Consider consolidating
these
risk factors.
(9) Since We Are Selling up to 1,000,000 Shares of Our Common
Stock
on a Self-underwritten Basis . . .
11. The inaccuracy of statements in this prospectus, due to the
lack
of underwriter due diligence or otherwise, is not an appropriate
risk
factor. You are responsible for the accuracy of the disclosure in
the prospectus. Please delete the second sentence in this risk
factor.
12. Please refer to the second to last sentence in this risk
factor
regarding research and development. Revise to clarify your
research
and development plans in light of your statement in the section
entitled "(ii) Summary of product research and development," that
you
are not currently nor do you anticipate in the future to be
conducting any research and development activities.
(12) Our Lack of Business Diversification . . .
13. Please elaborate on the current materiality of this risk
factor.
For instance, has the lack of business diversification been a
problem
for you in the past?
(14) Our Revenues Will be Greatly Affected . . .
14. This risk factor appears generic and applicable to any
business
and industry. In addition, since you state elsewhere that you
intend
to shift your business focus to consulting services, it is not
clear
how the price at which you sell printing products will affect
revenue. Also, it is unclear how "government support" is a factor
in
your business. Please revise or delete accordingly.
A Note Concerning Forward-Looking Statements
15. Delete the statement that investors "should not rely on
forward-
looking statements in this prospectus."
Use of Proceeds
16. You begin this section by discussing how may shares will be
available for resale upon the registration statement becoming
effective. Please revise to begin by discussing the proceeds the
company will receive in its offering and how it will use them.
Then
clarify that you will receive no proceeds from the sale of shares
by
selling security holders.
17. You state throughout this section that you intend to use
proceeds
for employee wages; however, your only employee at this time is
Mr.
Maguire. If he is to receive proceeds of this offering, please
disclose this, including the amount of the proceeds you will pay
him.
Please also clarify disclosure in footnote (2) to the table, which
states that you will use proceeds to pay a combination of salary,
draw and commissions. Wouldn`t draw and commissions be funded by
sales that generated them, as opposed to the proceeds of the
offering? Finally, we note disclosure in the Business - Employees
section that states that you will not hire any employees other
than
Mr. Maguire in the next six months unless you generate significant
revenues. Since you are planning to use proceeds of the offering
to
pay salaries and wages and other employee related costs, it is
unclear why you must generate significant revenues within the next
six months in order to hire any new employees. Please revise to
clarify.
Dilution
18. Please revise your table to show the amount of the increase in
net tangible book value per share attributable to the cash
payments
made by purchasers of the shares being offered, assuming each
amount
shown in the table is sold, as required by Item 506(b)(2) of
Regulation S-B.
Selling Security Holders
19. Please revise to clarify the price at which selling security
holders are selling their shares in the offering. This section
states that they will sell at $10 per share while the remainder of
the prospectus states that the offering price is $1 per share.
Plan of Distribution
20. Please provide an analysis of your basis for why Mr. Maguire
qualifies for the safe harbor from broker dealer registration set
out
in Rule 3a4-1 under the Securities Exchange Act of 1934. Please
also
disclose, if true, that Mr. Maguire does qualify for this
exemption.
21. Please disclose that the person offering the securities on
your
behalf may be deemed to be an underwriter of this offering within
the
meaning of that term as defined in Section 2(11) of the Securities
Act.
22. We note your statement that you plan to distribute your
prospectus to individuals who have inquired about you and the
availability of shares. Please disclose more detail regarding the
manner in which these securities will be offered and how investors
will learn about the offering. For instance, will the responsible
individuals solicit investors through direct mailings and/or
through
personal contact, how will they identify those who might have an
interest in purchasing shares? Provide us supplementally with
copies
of any materials that they intend to use in this regard.
23. Please remove the statement that you will sell to investors
"who
have fully read the prospectus." It is inappropriate to obtain a
representation to the effect by investors as it suggests that they
may be waiving rights under the federal securities laws.
24. Please clarify in this section that investor funds will be
immediately available to you and not returned under any
circumstances
during or after the offering.
Description of Business
25. Please explain the nature of your past, current, and planned
operations in greater detail. For instance, throughout the
prospectus you refer to your subcontractors; however, it does not
appear you have begun implementing this aspect of your business
plan.
Please clarify whether you are currently providing printing
services
through subcontractors, and if material, disclose the names of
these
contractors and file material agreements as exhibits. Do you plan
on
solely engaging in the marketing of printing services to be done
by
subcontractors or will you also provide printing services
yourself?
We may have additional comments upon review of your response.
(2) Distribution Methods of the Service
26. Please disclose that plans to hire five sales representatives
will not occur until January 2007.
(4) Our Competition
27. Please explain why you would not be competing with small
localized printers in the geographic areas in which you operate.
28. To the extent possible, describe the size and scope of the
competition in your industry and among those engaged in a similar
business model as you. We note the differentiation you are making
between your new business model and "brick and mortar" printers.
Also, discuss the extent you will be competing with subcontractor
printers and the effect this could have on your business. For
instance, will you cease providing printing services for your
largest
customer and instead refer it to a subcontracting printer? If so,
do
you foresee a risk that this client will work directly with
another
printer and bypass your services? Additionally, please revise
risk
factor 6 as it is not clear whether you serve your current
customer
by subcontracting its work.
(9) Government Regulation
29. We note your statement that as a printer, you are subject to a
limited variety of local, state, and federal regulations. Please
disclose which laws specifically apply to you as a printing
business
as well as how you have been affected by these laws.
Reports to Security Holders
30. Please update for our new address here and in the section
entitled Where You Can Find More Information.
Management`s Discussion and Analysis of Financial Condition
Our Business
31. You estimate that each of the new five sales forces will
generate
revenues from $150,000 to $200,000 in the twelve months following
their establishment in their respective cities. Please disclose
how
you are arriving at this estimate given your revenues for the year
ended December 31, 2004 were approximately $94,000. Note the
requirements of Item 10 of Regulation S-B that projections
presented
in a Commission filing must have a reasonable basis.
32. In light of your statement that you cannot guaranty that other
websites or functionally similar services have not been developed
or
are not in development, please provide a basis for your statement
that "many of these Internet-based competitors have greater
financial
and other resources, and more experience in research and
development,
than we have." If you are unaware or unsure of the extent of
competing businesses, please refrain from commenting upon these
possible competitors. Please revise risk factor 5 accordingly as
well.
33. Please explain how the potential referral network will differ
from your proposed business plan of marketing services that will
be
completed by third parties.
34. We note your statement that assuming you sell all the offered
shares, you will have sufficient capital for the next twelve
months.
Please reconcile this with your statement under the section
entitled
"How long can we satisfy our cash requirements and will we need to
raise additional funds in the next 12 months" and the first risk
factor, which state that you have the necessary cash and revenue
to
satisfy your cash requirements for the next twelve months. Please
clarify whether you must raise the maximum amount or any amount in
this offering in order to satisfy your capital requirements for
the
next twelve months. If you need the maximum amount, then disclose
how long you anticipate being able to satisfy your capital
requirements should you raise 25%, 50% and 75% of the total
offering
amount.
35. Please substantially revise this section to discuss your plan
of
operations for the next twelve months with more specificity.
Include
more detailed milestones to your business plan and the costs
associated with each milestone. Please address:
* Web site design;
* Equipment purchases; and
* Sales, marketing and public relations activities
36. Please revise the Management`s Discussion and Analysis section
to
provide discussion and analysis of known trends, demands,
commitments, events and uncertainties that management views as
most
critical to the company`s revenues, financial position, liquidity,
plan of operations and results of operations. Also, do not
provide a
mere narrative recitation of the financial statements. Rather,
discuss the reasons for the changes in the results of operations
from
period to period. Discuss items such as cost of sales, price
increases and decreases, asset acquisitions, and changes in the
amount of sales. Elaborate on your statement that in the past
twelve
months you have increased revenue, decreased expenses on a
percentage
of revenue basis, and increased net income and available cash. In
an
effort to assist you in this regard, please refer to the
Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations, Release Nos. 33-8350
(December
19, 2003) at http://www.sec.gov/rules/interp/33-8350.htm..
(c) Other Markets
37. We note your statement that during your twenty eight years of
operations, you have fully developed you target markets. Please
elaborate on this by disclosing what those target markets were and
how you developed them.
Results of Operations
38. Please expand your discussion to address each line item on
your
financial statements in which there has been a material change
from
period to period as well as to state the causes for material
changes
in any financial statement line item from period to period.
Please
also discuss any known trends, events, or uncertainties that are
reasonably expected to have a material impact on your revenues or
net
income. For example, revenues increased from approximately
$30,000
for the year ended December 31, 2004 to $94,000 for the year ended
December 31, 2005; you state that the increase was due to changes
in
operations. Please discuss the specific changes in operations as
well as whether you expect revenues to remain at this level or
increase in a similar manner in the future. Refer to Item 303(b)
of
Regulation S-B.
Liquidity & Capital Resources
39. We note your reference to external banking liquidity
resources.
Please clarify what sorts of bank financing you have. Do you have
a
bank credit facility other than the AmSouth note? If so, please
disclose the principal terms of your credit facility as well as
the
terms of the AmSouth bank note.
40. Please describe the ancillary printing services you provide.
Directors, Executive Officers, Promoters and Control Persons
41. If John Maguire and Petie Parnell Maguire are family members,
please disclose this and the nature of their relationship as
required
by Item 401(c) of Regulation S-B.
42. Please disclose the time period Ms. Thomas worked at Digital
Lightwave Corporation as well as the nature of its business.
Description of Securities
43. Please remove the statement that the discussion in the
prospectus
is subject to and qualified by your Articles of Incorporation,
Bylaws
and Florida law. You may qualify information in your prospectus
by
reference to information outside the prospectus only to the extent
permitted by Rule 411(a) of Regulation C.
Experts
44. Please state the periods for which financial statements have
been
included in the registration statement and have been audited by
Randall N. Drake, C.P.A. Please also state the corresponding
report
dates.
Financial Statements for the year ended December 31, 2005
45. Please provide us an analysis of all equity issuances since
July
1, 2005. For each transaction,
? identify the parties, including any related parties;
? the nature of the consideration; and
? the fair value and your basis for determining the fair value.
* Indicate whether the fair value was contemporaneous or
retrospective.
* To the extent applicable, reconcile the fair values you used for
equity transactions to the fair value indicated by the anticipated
selling price of $1.
* For equity transactions in which your Board of Directors
estimated
the fair value, please provide us with a detailed explanation of
the
significant factors, assumptions, and methodologies used in
determining fair value.
46. Please provide more detailed disclosures regarding each equity
transaction during each period presented including, but not
limited
to, the following:
* The reason for the issuance;
* The consideration received by you, if any;
* The fair value of the securities issued;
* Number of shares granted;
* Fair value of common stock;
* The existence of any conversion or redemption features;
* Whether the valuation used to determine the fair value of the
equity instruments was contemporaneous or retrospective; and
* If the valuation specialist was a related party, indicate as
such.
Note B - Significant Accounting Policies
Fixed Assets
47. Please disclose the range of estimated useful lives for your
vehicles.
Income Taxes
48. Please provide the disclosures required by paragraphs 43
through
48 of SFAS 109, which include disclosures related to your deferred
tax assets and liabilities as well as your loss carryforwards.
Note E - Earnings Per Common Share
49. The earnings per common share amount disclosed in Note E is
not
the same as the amount on the statement of income. Please revise
as
appropriate.
Note G - Subsequent Event
50. Please give retroactive effect to the stock split that
occurred
on February 15, 2006 in your financial statements. Refer to SAB
Topic 4:C.
Item 26. Recent Sales of Unregistered Securities
51. Paragraph (a) suggests that you sold 50 shares of stock in
unregistered sales between January 29 and February 15, 2006;
however,
the table you provide only reflects the sale of 35 shares. Please
reconcile and identify any other stockholders who purchased shares
from you in these transactions.
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 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 Act
of
1933 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.
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 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 contact Nudrat Salik, Staff Accountant, at (202) 551-
3692 or Rufus Decker, Accounting Branch Chief, at (202) 3769 if
you
have questions regarding comments on the financial statements and
related matters. Please contact Craig Slivka, Staff Attorney, at
(202) 555-3729 with any other questions.
Sincerely,
Pamela A. Long
Assistant Director
CC: Diane J. Harrison, Esq.
(727) 368-4448
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John Maguire
Irish Mag, Inc.
Page 1 of 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE