MAIL STOP 3561
November 30, 20055
J. Patrick Michaels, Jr., Chairman
CEA Acquisition Corporation
101 East Kennedy Boulevard, Ste. 3300
Tampa, Florida 33602
Re: CEA Acquisition Corporation
Registration Statement on Form S-4
Filed October 28, 2005
File No. 333-129314
Dear Mr. Michaels,
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on 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 provide the disclosure required by Item 9, Item
17(b)(2),
and Item 18(a)(5)(ii) of Form S-4.
2. Please supplementally forward copies of the board books and any
other materials, written or orally provided by Capitalink in
accordance with its fairness opinion. Also, provide copies of any
materials, written or oral, provided by management. Lastly,
provide
each and every report, opinion, consultation, proposal, or
presentation, whether written or oral, received by the company or
any
affiliates from any third party.
3. We note that your financial advisor considered several
different
valuation methods in providing its fairness opinion. Please
substantially revise your disclosure to more completely explain
each
valuation method. You should expand the discussion of each method
to
include, for example, a complete discussion of the statistical
findings of each analysis, including how you determined the
multiples
in each analysis, the assumptions made under each method and the
basis for choosing the companies and transactions that are a part
of
the comparison, as applicable.
Prospectus Cover Page
4. We note your disclosure on the Cover page, the questions and
answers, and the merger agreement section that the stockholders of
etrials have already approved the merger. Supplementally explain
your reasons for filing this transaction on Form S-4. It appears
to
us that the investment decision by etrials` members was made on
August 22, 2005. Given that etrials` stockholders have made their
investment decision, we do not understand your basis for
registering
the issuance of 8,357,548 shares of CEA Acquisition common stock
to
all the etrials members. It appears that an offering commenced
privately to etrials` stockholders, with an apparent acceptance,
cannot subsequently be registered for sale to those members.
Advise
us of the legal and factual basis for registering the sale of CEA
Acquisition`s common stock to etrials` stockholders or revise your
Form S-4 as appropriate. Provide us with the number and nature of
the stockholders that have not consented to the merger. Disclose
the
extent to which these stockholders received communications with
respect to the offering. We note the reference on page 24 to
giving
them notice of the merger pursuant to Section 228 of DGCL.
5. We note the statement that certain of "our stockholders" have
similar escrow provisions. Please clarify whether you are
referring
to the stockholders of CEA Acquisition Corp. Clarify similar
disclosure throughout the registration statement. For instance,
we
note the statement that "we support the combination of CEA and
etrials."
6. We note the Form S-1 indicates that CEA Acquisition sought to
acquire a company in the media, entertainment or communications
industry. Please discuss in this section whether and how this
proposed target complies with the criteria set forth in the Form
S-1.
Inside Front and Outside Back Cover Page
7. Please provide the dealer prospectus delivery obligation on the
outside back cover of the prospectus. See Item 502(b) of
Regulation
S-K.
8. The information required by Item 2 of Form S-4 should be
included
on the inside front cover page. Also, this information should be
highlighted by print type or otherwise.
Questions and Answers about the Proposals, page 9
9. On page 10, we note the disclosure regarding etrials "rapid
growth" and "significant growth potential." Please provide the
basis
for management`s belief or remove. If you keep this disclosure in
the prospectus, clarify when you make these statements that the
company has had net losses to date and has an accumulated deficit.
10. We note on page 14 and 54 that you simply refer to Section 262
of
the Delaware General Corporation Law in discussing etrials`
shareholders appriasial rights and procedures. In the appropriate
section, please revise to outline the rights and procedures needed
to
be undertaken so that ordinary reasonable investors would be able
to
understand their course of action.
11. Reconcile the statement on page 15 that the merger must be
consummated by February 18, 2006 with Section 5.15 which indicates
the merger must occur by February 11, 2006, or the company is
obligated to return to its stockholders the amount being held in
trust.
12. Please revise the answer to the question "should I send in my
stock certificate now?" to address the question raised by those
who
vote against and desire to have their shares redeemed.
Summary of the Proxy Statement/Prospectus, page 18
13. On the bottom of page 20, we note that "certain" stockholders
of
etrials and CEA have entered into a voting agreement. Please
revise
to identify those individuals and disclose the amount and percent
of
shares controlled by the voting agreement.
14. We note the statement that if you are unable to complete a
business combination by February 18, 2006 you will dissolve and
liquidate CEA within 60 days. We note the Form S-1 indicates the
funds will be promptly distributed to shareholders if the business
combination is not completed within the 24 months. Please provide
the basis for this time frame when, for example, Rule 419 requires
that the funds be returned within five business days.
15. We note etrials will declare a "paid-in-kind" dividend to
holders
of preferred stock. Please revise to clarify if this will serve
as a
means of redeeming those shares. If not, please revise to briefly
discuss here the ratio of CEA shares to be exchanged for etrials`
preferred stock.
16. On page 22, we note that a portion of the 1,400,000 shares to
be
withheld and kept in escrow, will be held beyond the trigger price
because it is held for indemnification purposes. Please revise to
quantify the "portion" that represents the indemnification shares.
17. We note your use of the term "signing stockholders" throughout
this document. On page 20 you state they represent 45 percent of
the
post merger shares. On page 22, you state they represent 38
percent
of the post merger shares. Please reconcile your disclosure.
18. We note on page 22, that CEA`s insider shares placed in escrow
after its IPO may be released on "an accelerated basis." Please
either revise to briefly discuss how such acceleration would
materialize or provide a cross reference to the location that
elaborates on this issue.
19. On page 24 we note that "if the merger is not completed, then
these shares will not be converted into cash." The noted
statement
does not appear accurate in light of the fact that the
shareholders
would receive the same amount of money for their shares in a
redemption or liquidation. Please advise or revise to reflect the
economic outcome of a liquidation.
20. On page 25, we note that Messrs. Michaels and Moreyra will be
personally liable to pay debts and obligations that remain
outstanding in the event of a liquidation. If possible, please
revise to estimate the amount they would be liable for in such
event.
21. Disclose whether any compensation arrangements have been
entered
into with the officers and directors of CEA referred to on page
25.
22. Please revise to clarify if the finder`s fee to be paid to
EarlyBirdCapital and American Fund Advisors, is contingent on the
success of the merger. Also, clarify if the shares underlying the
warrants in this payment will be restricted upon issuance.
Comparative Per Share Data, page 33
23. Please revise to include per share data (historical and book
value) for etrials. In addition, please include per share data
for
the interim reporting periods.
Market Price and Dividend Data for CEA Securities, page 34
24. Please fill in the disclosure on page 34 regarding holders of
record on page 34.
Risk Factors, page 35
25. Please revise the subheading to risk factor 6 to discuss the
risk
to the company and/or investors. Currently it merely states a
fact.
26. The statement on page 37 that "our prospects must be
considered
in light of the risks, expenses and difficulties frequently
encountered by companies in their early stages of development" is
generic and should be removed.
27. Risk factor 13 appears to be a risk that affects companies in
and
outside of your industry. Please revise to discuss how the risk
associated with "factors outside your control" are specific to you
or
remove the risk factor.
28. Define "CRO" in risk factor 17.
29. To the extent possible, please avoid the generic conclusions
you
reach in several of your risk factors that the risk discussed
could
"negatively affect," "adversely affect" or harm your business,
revenues or other similar matters. Instead, replace this language
with more specific disclosure of how your financial condition
would
be affected and place the risk in context by making the magnitude
of
the risk clear.
30. Risk factors 20 and 6 both appear to discuss the risk
associated
with the infancy of your business or product. Please revise to
combine the two risk factors or advise how they address different
risks.
31. Please revise risk factor 22 to clarify why you expect your
service revenues will decline in the future. If it is because you
will shift your efforts from services to internet software
application hosting, please state so.
32. Risk factors 23 and 34 are too detailed for the risk factors
section. Generally each risk factor should be no more than two
concise paragraphs. Please revise accordingly.
33. The risk associated with the ability to manage one`s growth,
discussed in risk factor 26, is a risk that affects companies in
and
outside your industry. Please revise to discuss how the risk is
specific to your company or remove the risk factor.
Special Meeting of CEA Stockholders, page 50
34. On page 52, we note that broker non-votes will be treated as
"not
entitled to vote" and "will have no effect on the vote on the
proposal." Please revise to discuss the implication of this
treatment. Does this mean that such shares will not be eligible
for
redemption/conversion? Also, clarify if broker non-votes are
considered votes against the business transactions. Please revise
to
clarify if the broker non-votes will be included in the
calculation
used to determine if you have received a majority of the necessary
votes.
35. For holders of your shares in "street name" please revise to
discuss how they would exercise their conversion rights. If such
holders do not vote resulting in a "broker non-vote" will they be
entitled to conversion rights and if so, how will they exercise
their
conversion rights? Do they have to go through their brokers?
36. Clarify whether individuals who fail to vote or who abstain
from
voting may exercise conversion rights.
37. On page 54, we note that you have not but may hire a firm to
assist in the proxy solicitation process. Please revise to
clarify
if such firm would be paid by proceeds outside of the trust
account.
If not, please revise to clarify how such firm would be paid.
The Merger Proposal, page 56
38. On page 57, we note that you were introduced to etrials by
EarlyBirdCapital, Inc. (EarlyBird) in June of 2005. Please revise
to
clarify how this came about. Did you seek out EarlyBird`s
assistance? Discuss the circumstance by which EarlyBird was aware
that etrials was seeking to be acquired.
39. On page 59, we note that Capitalink advised you that the
revised
financial information of etrials would not have impacted their
opinion. Please revise to clarify if you have this statement in
writing.
40. Compare the interim period for 2005 with 2004 and discuss the
increase or decrease in revenues in the interim.
41. On page 60, we note that you believe etrials will still be
able
to implement its business plan "even if the full amount of funds
deposited" are not available at the closing. Please revise to
clarify if this includes the circumstance where you will have
approximately 80 percent of the funds available.
42. Please revise to quantify the amount of warrants purchased and
the total consideration paid for such warrants by your management.
43. We note that several members of management have decided to
remain
with the company as directors and that such persons "may receive
certain cash fees and stock awards" that CEA determines to pay.
We
do not understand the use of the term "may" in the noted
disclosure.
If CEA determines to pay non-executive directors, it would appear
that such directors "will" receive such compensation. Please
revise
accordingly. Also, if any compensation arrangements are in place,
please revise to quantify such compensation here.
44. Briefly describe the qualifications of Capitalink and discuss
the
method of selection of Capitalink. Describe any material
relationship that existed during the past two years or is mutually
understood to be contemplated and any compensation received or to
be
received as a result of the relationship between Capitalink and
CEA
Acquisition, or their affiliates. See Item 1015 of Regulation M-
A,
as referenced in Item 9 to Schedule 13E-3, and Item 4(b) of Form
S-4.
45. Explain the reference to "CAGR."
46. We note the projections relied upon in the fairness opinion.
Clarify that these projections were used solely in rendering the
fairness opinion and that investors should not place undue
reliance
upon projections.
47. Disclose that Capitalink has consented to use of the opinion
in
the document and provide Capitalink`s consent as an exhibit.
48. On page 68, we note that you have paid Capitalink a fee and
will
reimburse them for reasonable out of pocket expenses. As
Capitalink
has already rendered its opinion, please revise to quantify the
total
consideration to Capitalink and the amount still owed.
49. In the appropriate section, please revise to provide more
detail
regarding your plans, as a combined entity, for the use of the
funds
currently held in trust.
etrials Discounted Cash Flow Analysis, page 65
50. We noted in the third paragraph under this section that
management projected strong growth in revenues from FY2004 to
FY2009.
To assist an investor in understanding your disclosure, please
provide a table indicating the projected growth (in $ and %) and
provide a narrative discussion supporting how your projections are
supportable.
51. We noted in the final paragraph of this page you utilized
long-
term perpetual growth rates between 21% and 21.5%. Please tell us
how you determined this range and provide a narrative discussion
to
justify how your range is supportable.
Material Federal Income Tax Consequences of the Merger, page 68
52. Please file an opinion of counsel as to this and all other
material tax aspects of the offering. See Item 601(b)(8) of
Regulation S-K.
The Merger Agreement, page 70
53. We note the Signing Stockholders hold sufficient securities to
approve the merger. Please revise to quantify the "sufficient"
amount of securities owned.
54. Clarify how the common stock and warrants of CEA will be
allocated among the etrials stockholders. Currently you simply
state
the securities will be allocated in the manner set forth in the
merger agreement. Briefly describe the allocation. For example,
explain how the preferred shares receive their allocation of CEA
shares.
55. Please revise to clarify if the 1,400,000 shares to be
escrowed
will be pro rata of the shares owned by the Signing Stockholders
or
all of etrials stockholders.
Other Information Related to CEA, page 102
56. Discuss the actual use of proceeds not held in trust and
compare
with the use of proceeds as described in the Form S-1. If there
are
material differences, explain the reasons for the differences.
The etrials Business, page 107
57. We note that etrials is a "leading" provider of recently
developed technologies. Please revise to substantiate the
statement
that etrials is a "leading" provider. Explain the aspects of
their
current operations that cause them to be a leader in their
industry.
58. On page 107, we note that the acquisition of Araccel provided
the
eClinical solutions. It would appear that these solutions are the
primary products etrials currently sells. Please revise to
discuss
etrials business activities before its acquisitions of Araccel.
59. We note your reference to a third party industry analysts in
discussing the EDC Software. Please identify the analysts.
60. We note that you intend to seek additional companies. Please
clarify the types of companies that you intend to target.
61. Explain how your technology allows unprecedented insight into
every aspect of a clinical trial. Compare to traditional paper
case
reports. Are paper reports also typically entered into a database
that would be used to spot trends?
62. Explain how you reuse database elements to reduce trial costs.
63. Clarify how your technology collects and transmits data. For
instance, do these devices automatically transmit data or are
certain
steps required to transmit the date, such as connecting to the
Internet through an Internet service provider?
64. We note the discussion of the etrials` five primary products.
If
possible, please revise to discuss the revenue percentage for each
product.
65. Discuss the material terms of the agreement with SAS Institute
Inc. and file the agreement as an exhibit.
66. Discuss your transition to a subscription and software
application-hosting business model. How will this impact your
business and operations?
67. On page 109, we note that etrials has also "partnered with
other
companies to broaden its product offerings." Please revise to
discuss how etrials has partnered with other companies and discuss
any arrangements currently in place.
68. On page 110, we note that etrials has targeted and entered
into
agreements with "two of the largest CROs in the world." First,
please name them and provide the basis for the claim that these
two
CROs are two of the largest in the world. Second, revise to
disclose
the duration of these agreements.
69. We note your discussion regarding etrials` significant
customers.
Please identify each significant customer and disclose the percent
of
revenues attributable to each individually. Disclose whether you
have entered into agreements with these customers. If so, discuss
the material terms and file as exhibits.
70. In discussing competition, estimate the number of competitors
and
the registrant`s competitive position.
71. On page 111, we note the reference to etrials "experience with
IVRS and CTMS acquisitions it completed in 2004 and 2005." Please
revise to elaborate on these acquisitions.
72. On page 112, we note that etrials has filed a patent
application.
Please revise to disclose the patent application number, the date
filed, the current status of the application and the scope of the
patent.
73. We note that etrials has licensed technology from MiniDoc AB.
Please revise to elaborate on this arrangement. Discuss the
principal terms of the license and how the license technology is
integrated into etrials` products. Also, clarify if MiniDoc
exclusively licenses it technology to etrials or are competitors
able
to utilize the licensed technology as well. Disclose the material
terms of the licensing agreement and file as an exhibit.
74. Disclose the terms of settlement of the patent infringement
claim.
etrials` Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 115
75. In the overview discuss the known trends, events and
uncertainties associated with your operations.
76. Discuss the reason for the increase in contracts that resulted
in
increased revenues.
77. In your "results of operations" disclosure, please revise to
quantify the change in net income and discuss the known reasons
behind such change.
78. On page 129, we note the discussion regarding your two lines
of
credit. Name the bank providing the lines of credit. Please
revise
to discuss the repayment terms under the capital equipment credit
line. Are you required to make interest payments during the 36
month
repayment period? Also, discuss your intentions to renew your
revolving accounts receivable credit line. File the lines of
credit
as exhibits.
Critical Accounting Policies and Estimates
Goodwill, page 123
79. It appears that the disclosure presented in the second
paragraph
is a duplicate disclosure of that provided under "Accounting for
Income Taxes". Please remove.
Directors and Executive Officers of CEA Following the Merger, page
132
80. We note that John Cline has been with etrials since January
1999
when he founded etrials. Please revise to reconcile the noted
disclosure with your disclosure on page 107.
81. We note the various companies listed in several individuals
biographical disclosure. For instance, you disclose that Mr.
Cline
was associated with NeuraMed, Inc., Biomedical Homecare, Inc.,
Caremark International, Inc., Hoffman Surgical Equipment Co. and
Organon Pharmaceuticals USA, Inc. If you elect to list
associations
outside the five year period required by Item 401 of Regulation S-
K,
please provide the full discussion of the business experience,
including the time period involved and the position held with each
entity.
82. We note Ms. King and Messrs. Sammis and Harte are not included
in
this section, yet they appear to be management and disclosure is
provided in the executive compensation section. Please revise
this
section accordingly or advise.
Beneficial Ownership of Securities, page 143
83. We note that you have not included the warrants owned by
several
persons listed in this section in disclosing their beneficial
ownerships. Please advise how such warrants are not exercisable
with
60 days of this document once it goes effective.
84. Please revise to disclose the natural persons that are the
beneficial owners of the shares listed for the entities disclose
in
this section.
85. Please include the beneficial ownership percent after the
offering. Consider providing varying percentages based upon the
amount of CEA shareholders that exercise their conversion rights
and
etrials shareholders that exercise their appraisal rights.
etrials Financial Statements
Report of Independent Registered Public Accounting Firm, F-2
86. We noted the December 31, 2003 financial statements of etrials
Worldwide Limited, a wholly owned subsidiary were audited by other
auditors. Please include the audit report issued by the other
auditor covering this period, and file a copy of the auditor`s
consent to the use of its report. Please refer to the guidance is
Article 2-05 of Regulation S-X.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, F-8
87. We noted from your disclosure that etrials generates revenue
from
hosting fees and professional service fees related to the
eClinical
software solutions. It appears from your disclosure that you are
recognizing the multiple deliverables of the arrangement
separately,
(i.e., hosting fees ratably over the hosting period and the
services
under the proportional performance method). Please explain how
you
analyzed the consensus in concluding that the revenue from your
hosting fees and services should be recognized separately. Please
refer to the guidance in EITF 00-21.
88. We noted from your disclosure that contracts can be terminated
upon 30 days notice. Please provide a detailed discussion
surrounding the terms of the cancellation provisions of the
contract.
It addition, provide a discussion addressing SAB 104, specifically
how you determined a fixed and determinable fee is reasonably
assured, and that collection is probable, as it relates to
cancellation rights.
Goodwill, F-12
89. Please provide us with your goodwill impairment testing
analysis
and provide a detailed narrative discussion demonstrating your
impairment testing is consistent with the guidance of SFAS 142 and
EITF Topic D-101. In this regard justify your accounting
treatment
to allocate goodwill to your reporting units in proportion to the
carrying values of the segment`s assets as of the date of
acquisition. Please advise.
Segment Reporting, F-15
90. We noted that you view your operations and manage your
business
as two operating segments, which have been aggregated for
financial
reporting purposes. Please provide us with a detailed analysis
supporting your conclusion that you meet the aggregation criteria
of
SFAS No. 131. Tell us who is your chief operating decision maker
(CODM) and provide us with a copy of the monthly reporting package
that the CODM utilizes in making decisions on how to allocate
resources and assess performance.
Note 3. Acquisition of Araccel Corporation, F-17
91. Please provide us a discussion of how you determined the
allocation of the purchase price in the acquisition of Araccel
Corporation. Explain why no customer-related or contract-based
intangible assets were required to be recognized and why such a
large
portion of the purchase price was recorded as goodwill. Refer to
paragraph 39 of SFAS 141 and the related implementation guidance
in
Appendix A thereto.
Note 4. Accounts Receivable, F-18
92. Please provide a description of the nature and status of the
unbilled accounts receivable amounts. Refer to the guidance in
Rule
5-02(3)(c)(3).
Note 11. Stockholders` Deficit, F-28
93. Please provide a description of the method and assumptions
used
in determining the fair value of all warrants issued. Please
refer
to the guidance in paragraph (47)(d) of SFAS No. 123.
Note 13. Geographic Information
94. Please provide the information required in paragraph 45 (c) of
SFAS 142 in total and for each reportable segment.
CEA Acquisition Corporation Financial Statements
Balance Sheets, F-35
95. We noted from your disclosure that the shares subject to
conversion have been valued and recorded in the mezzanine section
of
the balance sheet. It also appears that the value of these shares
is
included in common stock and additional paid in capital within the
equity section. Please clarify why the value of these shares have
been recorded twice within the balance sheet. Please revise as
necessary.
Notes to Financial Statements
General
96. We noted your notes to financial statements are labeled as
unaudited. Although condensed notes to financial statements may
be
provided for interim reporting periods, your annual financial
statements should include complete audited notes. Please revise
accordingly.
Note 2. Organization and Business Operations, F-43
97. We noted from your disclosure and on the statement of
operations
on F-36 that you are recording accretion related to the common
stock
subject to possible conversion. Please provide a detailed
analysis
of your accounting treatment including the specific authoritative
literature utilized to support your conclusions reached.
Note 3. Offering, F-44
98. Please disclose the estimated fair value and the significant
assumptions used to value the underwriters` purchase option.
Other Regulatory
99. Please note the updating requirements for the financial
statements as set forth in Rule 3-12(g) of Regulation S-X, and
provide a current consent of the independent accountants in any
amendments.
Exhibits
100. Please file an executed exhibit 10.31.
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 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 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 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.
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.
You may contact Angela Halac (202) 551-3398 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.
Sincerely,
John Reynolds
Assistant Director
Cc: David Miller
Fax # 212-818-8881
J. Patrick Michaels, Jr., Chairman
CEA Acquisition Corporation
November 30, 2005
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