MAIL STOP 7010
May 19, 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
Amended May 10, 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. 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. We note your supplemental response to comment 2 of our April
28,
2006 letter that you have submitted a marked PDF version of this
prospectus; however, it appears that you have not marked your
changes
on any version of this prospectus. Therefore, we again remind you
to
file a marked copy of each amendment that clearly shows the
changes
you have made to your registration statement. See Rule 472(a) of
Regulation C and Rule 310 of Regulation S-T.
2. We reissue comment 25, since you do not appear to have made the
requested change correctly. Please give retroactive effect to the
stock split that occurred on February 15, 2006 and any other stock
splits. This means changing your disclosures throughout the
filing,
such as the Dilution section and Recent Sales of Unregistered
Securities section, to consistently use post-split shares and
post-
split purchase price per share information for disclosing all of
your
share activity. The number of authorized, issued and outstanding
shares on your balance sheet and all amounts in your statements of
changes in stockholder`s equity also need to give retroactive
effect
to the stock split. This applies to both your 2005 and your 2004
financial statements. Refer to SAB Topic 4:C.
3. Please update the financial statements and corresponding
financial
information included to comply with Item 310(g) of Regulation S-B.
Cover Page of the Prospectus
4. We reissue comment 5 of our April 28, 2006 letter. Please
revise
to delete the statement that "all shares offered in the secondary
offering will terminate simultaneously with the primary offering
date
or until our shares become quoted on the OTCBB or securities
exchange
and thereafter at prevailing market prices or privately negotiated
prices" and instead state, if this is what you mean, that the
primary
and resale offerings will end on the same date.
The Offering
5. Please disclose in this, the Selling Security Holders, and Plan
of
Distribution sections that affiliated selling shareholders will
sell
at a fixed price of $1.00 for the duration of the offering, rather
than until listed on the OTCBB or securities exchange and
thereafter
at privately negotiated prices. Additionally, please disclose in
all
appropriate sections of the prospectus that these affiliated
security
holders are underwriters, not just that they may be deemed
underwriters.
Risk Factors
6. Because you do not appear to have made revisions in response to
comment 8 of our March 23, 2006 letter, we reissue the comment.
(9) Since We Are Selling up to 1,000,000 Shares of Our Common
Stock
on a Self-underwritten Basis, Purchasers, If Any, Will Not Have
the
Benefit of Independent Due Diligence, page 6
7. 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 statement in the subheading and
the text that you will not benefit from and there will be no
independent due diligence. The thrust of the remainder of the
risk
factor, that you are less likely to sell shares in a self-
underwritten offering, is appropriate.
Plan of Distribution, page 16
8. Please delete the statement that you will be selling to
individuals who have "had sufficient information and time to make
a
prudent investment decision..."
Management`s Discussion and Analysis of Financial Condition, page
25
Our Business, page 25
9. Please disclose how much money you anticipate it will require
to
get your web site fully operational within thirty days after you
have
secured the necessary funds.
(a) Marketing Plan, page 27
10. We note your response to comment 18 of our April 28, 2006
letter;
however, it does not appear that you have modified the first
sentence
of this section. Please revise.
Item 26. Recent Sales of Unregistered Securities
11. In the first sentence of the second paragraph in this section
you
state that the board authorized the sale of "up to sixty (60)
additional shares of stock" and then in the very next sentence you
state that you sold only thirty-five of the "authorized fifty
shares." Please revise to clarify this point.
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
12. Please make arrangements to have the auditor revise his
consent
to refer to the Form SB-2, as amended. Please also ensure that
the
auditor also refers to the Interest of Named Experts and Counsel
caption, along with the Experts caption already referenced.
Closing Comments
Please contact Nudrat Salik, Staff Accountant, at (202) 551-
3692 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Craig Slivka, Staff Attorney, at
(202) 551-3729 with any other questions.
Sincerely,
Pamela A. Long
Assistant Director
CC: Diane J. Harrison, Esq.
(941) 761-3104
John Maguire
Irish Mag, Inc.
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE