November 17, 2006
By facsimile to (817) 795-0154 and U.S. Mail
Mr. Edward Stevens
President
Kingdom Koncrete, Inc.
4232 East Interstate 30
Rockwall, TX 75087
Re: Kingdom Koncrete, Inc.
Registration Statement on Form S-1
Filed October 25, 2006
File No. 333-138194
Dear Mr. Stevens:
We reviewed the filing and have the comments below.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
General
1. Please provide a comparative statement of operations and cash
flows for the eight months ended August 31, 2005 in accordance
with
Item 310(b) of Regulation S-B, and discuss the changes between the
periods in your Management`s Discussion and Plan of Operation.
2. If applicable, please provide updated financial statements and
related disclosures as required by Item 310(g) of Regulation S-B
and
an updated consent for each amendment.
3. We note on page 6 of your 2004 financial statements that
Kingdom
Texas is a wholly owned subsidiary of Kingdom Koncrete, Inc. If
true, please tell us why you have not presented consolidated
financial statements.
4. Apply the comments to each set of financial statements you
present
in your filing, as applicable. Alternatively, you may present the
two annual financial statements and the interim financial
statements
together.
Prospectus` Outside Front Cover Page
5. We assume the disclosure that the offering will end on April
15,
2006 is inadvertent. We note the disclosure on page 8 and
elsewhere
that the offering will end on April 15, 2007. Please revise.
6. We note the disclosure that Kingdom Koncrete intends to work
with
a market maker who would then apply to have its securities quoted
on
The OTC Bulletin Board or OTCBB or an exchange. Since disclosure
in
the sixth risk factor states that Kingdom Koncrete must be
sponsored
by a participating market maker who would make the application on
its
behalf to be quoted on the OTCBB and Kingdom Koncrete is unaware
of a
market maker who intends to sponsor its securities and make a
market
in its stock, revise to make clear that Kingdom Koncrete may not
be
quoted on the OTCBB. Further, since listing requirements on an
exchange are distinguishable from requirements for quotation on
the
OTCBB, revise to make clear that Kingdom Koncrete may not satisfy
the
requirements for listing on an exchange.
The Offering, page 2
7. Disclosure states that officers, directors, and their
affiliates
will be able to purchase 5,000 shares in this offering or up to
10%
of the aggregate offering sold. Revise to state, if true, that
officers, directors, and their affiliates may purchase shares in
this
offering but are limited to a maximum of 5,000 shares each or a
cumulative total of 10% of the aggregate offering sold and that
these
sales will not count toward meeting the minimum offering. We note
the disclosure on page 8.
Risk Factors, page 3
8. Provide a risk factor that discloses the risks of investing in
a
penny stock, including broker requirements for penny stocks.
9. In the second and third risk factors, identify Kingdom
Koncrete`s
sole officer.
Use of Proceeds, page 8
10. In the second table, explain by footnote or otherwise what the
line item "General corporate overhead" encompasses.
11. Cross reference the more detailed discussion of the use of
proceeds on page 15.
Industry Overview, page 10
12. We note the citation of third parties such as the National
Ready-
Mixed Concrete Association and F.W. Dodge. Provide us marked
copies
of any materials that support these and other third party
statements
in the prospectus, cross referencing clearly a statement with the
underlying support. Tell us whether you believe these materials
are
the most recent materials on the subject by the authors. Also
tell
us whether they have been made available to the public without
payment of subscription or similar fees. Have any of these
materials
been published in widely circulated media of general interest or
among industry participants? If so, tell us when and where.
Unless
these materials have been used in widely circulated media of
general
interest or among industry participants, you may adopt the
statements
that you attribute to them as your own or filed signed and dated
consents from each as exhibits to the registration statement.
13. Disclosure makes cross reference to a discussion of the
seasonality of the ready-mixed concrete industry generally in the
risk factors section. We are unable to locate the risk factor
disclosure. Please revise.
Cement and Other Raw Materials, page 13
14. Disclosure states that Kingdom Koncrete purchases each of the
materials necessary to manufacture ready-mixed concrete from
several
suppliers. Clarify whether Kingdom Koncrete is dependent on one
or
more suppliers for the materials. Clarify also whether Kingdom
Koncrete has entered into any agreements with suppliers. If so,
advise what consideration you have given to filing the agreements
as
exhibits to the registration statement. See Item 601(b)(10) of
Regulation S-B.
Customers, page 13
15. Disclosure states that Kingdom Koncrete relies heavily on
repeat
customers. Clarify whether Kingdom Koncrete is dependent on one
or
more customers. If Kingdom Koncrete is dependent on one or more
customers, disclose the amount of revenues attributable to each of
the one or more customers during the periods presented in the
financial statements.
Competition, page 13
16. Disclosure makes cross reference to a discussion of
competitors
having greater financial resources and to the highly competitive
industry generally in the risk factors section. We are unable to
locate the risk factor disclosure. Please revise.
Future Products and Services, page 14
17. Disclosure states that Kingdom Koncrete plans to increase the
size of its trailer fleet and build additional batch plants in
strategic locations. Expand the disclosure to discuss in
sufficient
detail Kingdom Koncrete`s plans. Alternatively, make cross
reference
to the disclosure elsewhere in the registration statement. We
note
the disclosure on page 15.
Management`s Discussion and Plan of Operations, page 15
18. We note that you have had revenues from operations in each of
the
last two years. Please provide a Management`s Discussion and
Analysis of your financial condition and results of operations for
each period presented in your financial statements. See Item
303(b)
of Regulation S-B.
Background of Directors and Executive Officers, page 16
19. Disclosure states that Mr. Edward Stevens became a design
engineer with Nova Magnetics, Inc. in 2003 where he is still
employed. Indicate the amount of time that Mr. Stevens devotes to
the business of Kingdom Koncrete and its subsidiary, Kingdom
Concrete. If appropriate, provide risk factor disclosure of Mr.
Stevens` employment with Nova Magnetics, Inc., and indicate the
amount of time that Mr. Stevens devotes to the business of Kingdom
Koncrete and its subsidiary, Kingdom Concrete.
Interest of Management and Others in Certain Transactions, page 17
20. Disclosure that there are no agreements or proposed
transactions
with a director or officer or any principal securityholder appears
inconsistent with disclosures in the financial statements` note 6
for
December 31, 2004, note 6 for December 31, 2005, and note 6 for
August 31, 2006 that Kingdom Koncrete is obligated to a
shareholder
for funds advanced for start up expenses and working capital.
Please
reconcile the disclosures.
Principal Shareholders, page 17
21. For a beneficial owner such as Ascot Investors, LLC that is
not a
natural person, identify by footnote or otherwise the natural
person
or persons having sole or shared voting and investment control
over
the securities held by the beneficial owner. Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise. We note the disclosure on page 18
that Mr. George Demars is the beneficial owner of Ascot Investors,
LLC.
Securities Being Offered, page 18
22. Disclosure that existing stockholders and all who subscribe to
common shares in this offering have a preemptive right to purchase
common stock offered for sale by Kingdom Koncrete is inconsistent
with disclosures on page 20 and in Article VI.6.B.2. of the bylaws
filed as exhibit 2.4 to the registration statement that there are
no
preemptive rights. Please reconcile the disclosures.
Financial Statements
Note 1. Nature of Activities and Significant Accounting Policies,
Revenue Recognition, page 7
23. Expand your revenue recognition policy footnote to explain
when
the Company determines there is a "completion of services" and
"point
of sale." Please address how and when you recognize revenues for
all
revenue types you discuss in the business section: rental and
product sale, late fees, cleaning fees, etc.
Note 3. Notes Payable, page 8
24. Revise your footnote to disclose the maturity date of the
notes
payable.
Note 5. Income Taxes, page 9
25. Revise your income tax footnote to reflect the cumulative net
operating loss carryover and total valuation allowance in
determining
the net refundable amount and net deferred tax asset in accordance
with paragraph 16 of SFAS 109.
Note 6. Due to Shareholder - Related Party Transaction, page 10
26. Revise your footnote to disclose the interest rate terms for
the
amount due to shareholder.
Note 7. Commitments and Contingencies, page 10
27. We note your facilities lease is on a month to month basis.
As
such, delete the lease commitment footnote which should disclose
your
long term lease commitments.
Undertakings
28. Since this is an offering being made in reliance on Rule
415(a)(1)(ix) of Regulation C under the Securities Act and not an
offering being made in reliance on subparagraphs (a)(1)(i),
(a)(1)(vii), or (a)(1)(x) of Rule 415 of Regulation C under the
Securities Act, the undertakings required by Rule 430B are
inapplicable to this offering. Please revise.
Exhibits
29. Include an exhibit index immediately before the exhibits filed
with the registration statement. See Rule 102(d) of Regulation S-
T.
Exhibit 11.1
30. Specify by file number or otherwise the registration statement
for which the opinion and consent are being filed as an exhibit.
31. Since disclosure in the registration statement states that
Kingdom Koncrete was formed as a corporation and incorporated
under
the laws of the state of Nevada on August 22, 2006, the phrase
"subsequent to the Corporation`s valid organization and formation"
is
inappropriate. Please delete.
Closing
File an amendment to the SB-1 in response to the comments.
To
expedite our review, Kingdom Koncrete may wish to provide us three
marked courtesy copies of the amendment. Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If
Kingdom
Koncrete thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Kingdom Koncrete and its management are
in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Kingdom Koncrete requests acceleration of the
registration
statement`s effectiveness, Kingdom Koncrete should furnish a
letter
at the time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Kingdom Koncrete from its full responsibility for the
adequacy and accuracy of the registration statement`s disclosures.
* Kingdom Koncrete may not assert our comments or the declaration
of
the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Kingdom Koncrete provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Bret A.
Johnson, Staff Accountant, at (202) 551-3753 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or me at (202) 551-3767.
Very truly yours,
Jennifer R. Hardy
Legal Branch Chief
cc: T. Alan Owen, Esq.
The Owen Law Firm, P.C.
1112 East Copeland Road, Suite 420
Arlington, TX 76011
Mr. Edward Stevens
November 17, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE