March 9, 2006
Mail Stop 4561
Christopher Olander
Executive Vice President and General Counsel
Avatech Solutions, Inc.
10715 Red Run Boulevard, Suite 101
Owings Mills, MD 21117
Re: Avatech Solutions, Inc.
Registration Statement on Form S-1
Filed February 10, 2006
File No. 333-131720
Dear Mr. Olander:
We have limited our review of your filing to that issues we
have addressed in our comments. We think you should revise your
document in response to those comments. If you disagree, we will
consider your explanation as to why our comments are 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.
Incorporation of Documents by Reference, page 1
1. You must specifically list each of the individual filings made
pursuant to Section 13(a) of the Securities Exchange Act of 1934
that
you are incorporating by reference into this registration
statement.
In that regard, you must include the Form 10-Q for the quarter
ended
December 31, 2005 and the two recent Forms 8-K. See Item 12(a)(2)
of
Form S-1.
Selling Stockholders, page 7
2. For any selling stockholder who has acquired the shares being
sold
or the securities giving rise to such shares within the past three
years, fully describe the terms of the transaction in which such
stockholder acquired (or will acquire) those securities. This
information should include a materially complete description of
the
terms of the securities and the agreements that entitle selling
security holders to acquire additional securities being registered
for resale.
3. Please disclose whether any of the selling stockholders are
registered broker-dealers or affiliates of registered broker-
dealers.
We note that there is at least one potential broker-dealer, Mr.
Robert Stafford. With respect to any registered broker-dealer,
disclose whether such shares were received as compensation for
investment banking services. If the securities were purchased for
investment, specifically identify the selling shareholder as an
underwriter in the Plan of Distribution. With respect to any
affiliates of registered broker-dealers, disclose whether the
securities to be resold were acquired in the ordinary course of
business and whether there were any agreements or understandings,
directly or indirectly, with any person to distribute the
securities
at the time of purchase.
4. Please disclose the identity of the persons holding the voting
and
dispositive power over the shares held by Menke Family LLLP and
the
Menke Family Trust. See Interpretation I.60 of the July 1997
manual
of publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the CF telephone interpretation manual.
Part II
Item 15. Recent Sales of Unregistered Securities, page II-2
5. Certain Forms 8-K filed during the fall of 2005 report the sale
of
unregistered securities that do not appear to be reflected in this
section. Please revise this discussion to include all sales of
unregistered securities within the past three years.
Undertakings, page II-5
6. Item 512(a) of Regulation S-K was recently amended in Release
No.
33-8591. Please revise your undertaking as appropriate.
Item 16. Exhibits required to be filed by Item 601 of Regulation
S-K
7. Please include the opinion regarding the legality of the shares
being offered as required by Item 601(b)(5) of Regulation S-K.
**********************************
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 Rule 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 Hugh Fuller at (202) 551-3853 or me at (202)
551-3730 with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
CC: Hillel Tendler
Neuberger, Quinn, Glenn, Rubin, & Gibber, P.A.
One South Street, 27th Floor
Baltimore, MD 21202
Facsimile no. (410) 951-6038