Mail Stop 4561
May 18, 2006
Javed Mawji
Chief Executive Officer
First Source Data, Inc.
155 Dalhousie St., Suite 1111
Toronto, Ontario
CANADA M5B 2P7
Re: First Source Data, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed on April 20, 2006
File No. 333-131621
Dear Mr. Mawji:
We have reviewed your amended filing and have the following
comments. Please note that all of the references to prior
comments
relate to our comment letter dated March 2, 2006.
General
1. Please note that pursuant to Rule 310 of Regulation S-T, your
next
amendment and any other amended filings must be marked to identify
paragraphs where changes were made.
Cover Page
2. Please relocate the second paragraph that begins "We do not
intend
to engage in private placement transactions..." so that it does
not
appear on the cover page.
Risk Factors, page 5
We have limited cash and if we are unable to raise additional
capital
.. . . page 6
3. Please refer to prior comment 12. Please revise the subheading
to
state the number of months your limited cash will fund your plan
of
operations. In addition, in the risk factor discussion, disclose
how
much money you will need to raise to fully fund 12 months of
operations.
If we cannot obtain additional financing, we may have to . . .
page 6
4. Please refer to prior comment 13. We note your revisions to
the
first risk factor relating to the going concern opinion and that
you
removed from the subheading the reference to the auditors` going
concern opinion. Revise the subheading to refer specifically to
the
auditors` going concern opinion and expand the discussion to state
specifically the risk (i.e., that although the financial
statements
raise substantial doubt about your ability to continue as a going
concern, they do not reflect any adjustments that might result if
you
are unable to continue your business).
Determination of Offering Price, page 11
5. Please refer to prior comment 21. Please revise this section
so
that it begins by addressing how you determined the price range
indicated on the cover page of between $0.10 and $0.40 per share.
Remove the reference to the price used for calculating the
registration fee since you have set an offering price range.
6. Further, your statement that it is not currently possible to
determine the price at which the shares covered by the
registration
statement may be sold is inconsistent with your cover page
disclosure
indicating that shares will be sold initially within the price
range
set by you and at prevailing market prices once the shares are
quoted
on the OTC Bulletin Board.
Business, page 19
7. Please revise the disclosure so that it is clear from the
initial
reference to the AdMeUp Network that this component of the self-
service online marketing suite is in the development stage and is
not
yet available to customers. As currently drafted, it is not clear
that this multi-tiered system is a work in progress until the end
of
the discussion.
Competition, page 22
8. In the first paragraph on page 22, you state that the industry
in
which you compete is the "online marketing and advertising
industry"
and that you can be differentiated from your competitors by your
focus on "the online segment of the industry." To the extent that
the industry is limited to "online" marketing and advertising, it
is
unclear how this could be a distinguishing feature. Please advise
or
revise.
9. You have identified as your competitors such companies as
Accenture, PricewaterhouseCoopers, MSN and Google, whose product
and
service offerings and revenues far exceed your own. You further
state that you have "hundreds or thousands of competitors."
Please
expand the disclosure to clarify on what basis you believe you
compete with such companies for market share and your competitive
position vis-a-vis the companies you have identified.
Alternatively,
revise the disclosure to describe more precisely the narrow market
niche in which you operate and the subset of companies with which
you
compete, or expect to compete, on a direct basis.
10. Please disclose the source(s) of the statistics you cite
regarding the growth and spending in the online advertising
industry.
In addition, provide us with a marked copy of the reports and tell
us
whether the information is publicly available at nominal or no
cost.
Plan of Operation, page 25
11. Please refer to prior comment no. 35. It appears from the
revised disclosure that both the "proprietary marketing model" and
"proprietary online affiliate system" refer to the AddMeUp
Network.
Employing three different terms, whose meaning is not evident from
the references, may be confusing to the reader. Please revise to
select one of these terms to facilitate investor understanding.
Summary Compensation Table, page 29
12. Please refer to prior comment no. 43. Please clarify what you
mean by your statement that you issued 120,000 shares of common
stock
to Mr. Mawji, "partly in return for his services and partly for
cash." Was Mr. Mawji paid 120,000 shares in addition to the
$9,770
cash payment?
13. We note that the information in the summary compensation table
is
as of April 30, 2005. Please update the table to include
information
as of April 30, 2006, your most recent year end. Please see
Corporation Finance Telephone Interpretation J.8B.
Exhibits
14. Please file the share subscription agreements entered into
with
the selling shareholders as exhibits to the registration
statement.
See Item 601(b)(10)(i)(A) of Regulation S-B.
15. Also file as exhibits to the registration statement the
consulting agreements between Messrs. Lavallee, Diatchine and
Gazova.
Financial Statements
General
16. Revise to include updated financial statements. See Item
310(g)
of Regulation S-B.
Interim Financial Statements
Notes to Financial Statements
Note 14. Other Receivables, page F-34
17. Based on the descriptions provided in your footnote, it
appears
that certain of the items reported under this balance sheet
caption
appear to be more in the nature of prepayments or deposits than
receivables. In view of this, describe for us the specific nature
of
each item reported under this caption. Explain your basis for
characterizing each item as a receivable.
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. We may have
additional comments based on 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.
You may contact Brad Skinner, Accounting Branch Chief, at
202-
551-3489 if you have questions regarding comments on the financial
statements and related matters. Please address all other comments
to
Maryse Mills-Apenteng at 202-551-3457 or, in her absence, to the
undersigned at 202-551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 604-687-6314
Amy M. Trombly, Esq.
Trombly Business Law
Javed Mawji
First Source Data, Inc.
May 18, 2006
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