Mail Stop 4561
February 8, 2006
Li Te Xiao
President
Artcraft V, Inc.
Baimang Checking Station 1st Building South
Mountain Xili Town, Shenzhen, China
Re: Artcraft V, Inc.
Registration Statement on Form SB-2
Filed January 13, 2006
File No. 333-131019
Dear Mr. Xiao:
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 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 that the registration relates, in part, to the resale
of
shares issued in the acquisition of Top Interest. However, based
on
the disclosure in the prospectus and the stock purchase and
exchange
agreement executed in connection with the transaction, it is not
clear how the acquisition was consummated. For example, although
the
acquisition required the shareholders of Top Interest to transfer
their shares to Artcraft, these shareholders were not a party to
the
agreement. Furthermore, these shareholders appear to have
received
nothing for the transfer of Top Interest shares to Artcraft, since
the stock consideration Artcraft provided was issued to Top
Interest
which became a wholly-owned subsidiary of Artcraft. In sum, it
appears that in the transaction Artcraft issued shares to itself
rather than to the Top Interest shareholders. Please advise.
2. Refer to comment above. Since Top Interest, the largest
selling
shareholder, is a wholly-owned subsidiary of Artcraft, this
offering
appears to be a primary offering of your shares. Consequently,
please revise the registration statement to reflect that this is a
primary offering. Please note that you may not use Form SB-2 for
an
"at the market" primary offering.
3. Currently, you use all capital letters to emphasize information
in
your prospectus. For example, you use all capital letters in the
front cover of the prospectus. Using all capital letters impedes
the
readability of text. Rather than use all capital letters, consider
selectively using boldface type or italics instead.
4. Please revise to paginate your document.
5. The basis for comparative factual assertions and for your or
management`s belief in qualitative statements must be clear from
the
text of the prospectus or provided supplementally to us. Revise
the
disclosure throughout the document to address our concerns, or
advise
us supplementally as necessary. In providing supplemental
support,
clearly mark the location of the information you believe is
supportive of the statement referenced. We note, for example, and
without limitation, you indicate in the MD&A that you are becoming
one of the "major information websites for Chinese."
6. Please provide for our review copies of all third party
supporting
materials referenced in your prospectus. Please highlight the
relevant portions of these materials that support your disclosure.
If such data has been widely disseminated in non-subscription
publications or publications of general circulation like
newspapers
and magazine, provide us with copies of the publications that
include
the information consistent with the statements in the prospectus.
For example, but not limited to, we note your reference to CNNIC
and
iResearch in your Business section.
7. We note your use throughout the prospectus of acronyms to
identify
various entities and agreements. Rather than use acronyms,
please
revise to use the actual entity name or a shortened version of it.
For example, but not limited to, we note your use of ROIs and SME.
8. Please consider disclosing the addresses of your websites in
your
document. In this regard, we note your reference to
www.188info.com
throughout your prospectus; however, your risk factor headings
indicate that you have multiple websites.
9. We note your use throughout the prospectus of the term
"Company"
to refer to Artcraft V, Inc. The term "Company" is a vague,
abstract
term. Please revise to use your actual company name or a
shortened
version of it.
10. We note that Li Te Xiao is the sole officer, director and
member
of management. We also note that you use the terms "management"
and
"we" to refer to Mr. Xiao. Please revise your prospectus to
clarify
throughout your disclosure that Artcraft has only one officer,
director and member of management.
11. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus. Such graphics and pictorial
representations should not be included in any preliminary
prospectus
distributed to prospective investors prior to our review.
Front of Registration Statement
12. Please move the penultimate paragraph on you facing cover page
beginning with "THE INFORMATION IN THIS PROSPECTUS......" to the
front cover page of your prospectus as required by Form SB-2.
Front Cover of Prospectus
13. Please provide a reference to the applicability of the penny
stock rules to transactions in Artcraft`s securities.
14. Please revise your cover page to include on only the
information
required by Item 501(a) of Regulation S-B. Specifically, we refer
you to the penultimate paragraph.
Prospectus Summary
15. Please revise to clearly state, if accurate, that your
operations
are limited to the operations conducted by Shenzhen. In addition,
please disclose whether you had any business operations prior to
acquiring Top Interest.
16. Please include the following in your summary:
* your auditors have raised substantial doubt about your ability
to
continue as a going concern; and
* your securities are penny stock.
Risk Factors
17. Some of your risk factors fail to specifically state the risk
that may flow from the facts and circumstances you describe.
Please
review and revise your risk factors to state the specific risk
that
will result from the facts you describe.
18. Please avoid using generic conclusions such as "adverse
effect"
or "materially and adversely affected" when describing the risks`
effects. Replace this and similar language with specific
disclosure
of how you, your business, financial condition and results of
operations would be affected by the facts you describe.
19. Throughout the risk factor section you indicate that you can
not
assure the investor of particular outcomes. For example, under
"We
sustained losses to date and our historical financial information
may
not be representative of future results...," you indicate you can
provide no assurance that historical financial information is
indicative of future results. The real risk is not your
inability
to provide a guarantee for the investor, but that the event will
occur. Please revise your disclosure to clarify the risk.
Risk Related to Our Business
Our wholly owned subsidiary, Top Interest, has a limited operating
history...
20. You indicate that results of operations will depend upon
numerous
factors. Please revise to describe the material factors that will
affect your results of operation.
Our limited operating history and the infancy of the Internet
industry in China...
21. It appears that you have attempted to "bundle" two risks
within
this single caption. For example:
* the risk associated with have limited operating history; and
* the risks associated with the Internet industry in China.
Please consider revising this risk factor to separate the
different risks.
22. We note you have presented several factors that may affect
early
stage companies. Please consider discussing each of these risk
factors under a separate caption that adequately describes the
risk
being presented as it relate to Artcraft. Additionally, some of
these risks are repeated in other risk factors. Please delete all
redundancies.
We Sustained Losses to Date...
23. We note that you have disclosed losses to date of
approximately
$1,774. This amount appears to be inconsistent with what you have
reported in your financial statements. Please revise or advise.
We may face intellectual property infringement claims and other
related claims...
24. Please revise to indicate whether you have any registered
patents, trademarks, service marks, or any other intellectual
property rights.
Our operating results may fluctuate...
25. We note you have presented several factors that may cause your
operating results to fluctuate. Please consider discussing each
of
these risk factors under a separate caption that adequately
describes
the risk being presented as it relate to Artcraft. Additionally,
some of these risks are repeated in other risk factors. Please
delete all redundancies.
If we are unable to adapt or expand our existing technology
infrastructure...
26. Please revise to quantify the number of users and customers
that
your website serves daily. Further, quantify the maximum capacity
of
your website.
Interruption or failure of our information technology and
communications systems...
27. Please consider combining this risk with your risk factor on
the
previous page. Alternatively, delete all redundancies.
Our business could be adversely affected if our software contains
bugs.
28. Please revise to indicate whether or not you are currently
aware
of any bugs in your software.
Risks Related to This Offering
We may need additional capital, and the sale of additional equity
securities...
29. Please revise the first sentence to delete the statement that
you
will use the "net proceeds from this offering" to satisfy your
cash
needs. In this regard, we note that you have disclosed that you
will
not receive any proceeds from this offering. In addition, this
risk
factor does not appear to reconcile with your MD&A disclosure
regarding your need to raise additional capital. Please reconcile
or
advise.
You may face difficulties protecting your interests...
30. Please consider combining this risk with your risk factor
under
the heading "Risks Related to Doing Business in China."
Alternatively, delete all redundancies.
Penny Stock Considerations
31. Please revise to affirmatively state that your shares of
common
stock are classified as penny stock.
Management`s Discussion and Analysis or Plan of Operation
32. We note your statement that you "anticipate incurring
development
stage losses in the foreseeable future." Elaborate upon this
assumption as it relates to the analysis of your results of
operations, as well as the impact it is expected to have on your
liquidity and capital resources. Include in your discussion any
known trends, events or uncertainties that have had or that are
reasonably expected to have a material impact on the net sales,
income from continuing operations, or short-term and long-term
liquidity. Reference is made to Item 303(b) of Regulation S-B.
Plan of Operation
33. We note you anticipate taking numerous steps in connection
with
the development of your business and the implementation of your
plan
of operation. When discussing your planned operations, disclose
the
estimated timing of each event, the estimate cost for each
activity
and how you plan to finance these activities.
Capital Resources and Liquidity
34. We note that you believe there is "sufficient cash to meet
[y]our
minimum development and operating costs for the next 12 months."
Please expand your disclosure to clarify what is included in these
costs. Also, please disclose how you considered the incremental
costs to be incurred in your plan of operation in reaching this
conclusion.
Eight months ended August 31, 2005 and eight months ended August
31,
2004
35. You indicate that revenues increased 109% for the eight months
ended August 31, 2005 as compared to the eight months ended August
31, 2004. Please revise to discuss whether you believe this is a
trend that may have a continuing effect on operations. See Item
303(b) of Regulation S-B.
36. Please revive to quantify the percentage of increase in
expenses
that is attributable to the new service management fee. Further,
revise to discuss whether you believe this is a trend that may
have a
continuing effect on operations. See Item 303(b) of Regulation S-
B.
Business - Our Company
37. Please clarify the extent of your business operations. For
example, please disclose, if accurate, that your current operation
are limited to the operations of Shenzhen. In addition, please
disclose the management and operational impact of the minority
interest in Shenzhen. In addition, please clarify that you do not
in
fact own the websites you operate and discuss the leasing
arrangements.
38. Please revise here and in your Plan of Operation section to
discuss your business as it relates to the real estate industry.
In
this regard, we note your statement in the MD&A that you are
completing a website to be utilized in various real estate
services.
Internet Users in China
39. Please revise to define CAGR.
Online Marketing in China
40. Please revise to explain what you mean by "paid search."
Unique Characteristics of Chinese Internet Search Market
41. Please revise to describe the nature of your relationship with
the distributors. What is the basis of each relationship? Are
they
formal relationships? What benefits will both parties receive
from
such relationships?
Our Strengths
42. Please provide us with support for your statement that 188info
is
one of the most widely recognized Internet search brands in
Shenzhen
43. Please quantify your distributors. Also, provide a detailed
discussion on the compensation of your distributors.
Web Search Technology
44. Please explain the steps you have taken to protect your
systems
against damage from fire, hurricanes, power loss,
telecommunications
failure, break-ins, computer viruses, etc.
Government and State Regulation
45. Please revise to state whether you believe you are in
compliance
with all government and state regulations, including the PRC. For
example, indicate whether you are required to obtain approval from
the SAIC. If so, indicate whether you such approval.
Description of Property
46. We note your disclosure that there is no cost for your office
space. Please advise us if your office space is provided by a
related party and, if so, disclose this situation as a related
party
transaction. In addition, please include a risk factor, if
appropriate, that discloses the risks that you have no lease
agreement with respect to your principal office and may,
presumably,
be forced to vacate the property without recourse. Please
disclose
the risks, if any, of your having to relocate on short notice.
Selling Stockholders
47. Please revise to name the natural persons holding voting
control
and dispositive powers over all entities listed in the table,
unless
the entities are public companies, wholly-owned subsidiaries of
public companies or registered investment companies
Plan of Distribution
48. Please eliminate the reference to Rule 457. Rule 457 does not
dictate how an offering is priced; rather it relates to the
calculation of the registration fee.
Description of Securities
49. Please revise your disclosure to describe any provision in the
charter or by-laws that would delay, defer or prevent control of
Artcraft. If you do not have any such provision, state so. See
Item
202(a)(4) of Regulation S-B.
Financial Statements
General
50. We note that you have filed Form SB-2 in connection with the
registration of 500,000 shares of Artcraft V, Inc. common stock.
Help us to understand why you have not filed financial statements
within this Form SB-2 for Artcraft V, Inc. Additionally, please
tell
us if you view the 70% interest that Top Interest has in Shenzhen
Xin
Kai Yuan Information Consulting Co., Limited ("Shenzhen") to
represent substantially all of the financial position and
operations
of Artcraft V, Inc.
51. We note that on November 7, 2005, Top Interest became your
wholly-owned subsidiary pursuant to a stock purchase agreement and
share exchange. Please disclose in your filing how you have
accounted for this transaction (e.g., business acquisition,
reverse
acquisition, etc.). Further, please help us to understand how you
have met the requirements of Rule 310 (c) of Regulation S-B by
presenting the financial statements of Shenzhen as opposed to
presenting financial statements for Top Interest, which owns a 70%
interest in Shenzhen.
52. Please provide pro forma financial information in accordance
with
Rule 310 (d) of Regulation S-B.
Interim Financial Statements
General
53. Please update the financial information in this filing and the
financial statements in accordance with Rule 310(g) of Regulation
S-
B.
54. We note that you have reported on the eight months ended
August
31, 2004 within your interim financial statements. This appears
inconsistent with your audited financial statements which indicate
that the inception date of Shenzhen Xin Kai Yuan Information
Consulting Co., Limited was February 24, 2004. Please revise your
interim financial statements to reflect the appropriate period of
operation during 2004.
Part II
Item 26. Recent Sales of Unregistered Securities
55. You indicate that you relied on the Rule 506 in your May 2005
private placement. However, your supporting disclosure appears to
relate to Rule 504. Please clarify which rule you relied upon
and,
if Rule 506, please provide additional facts such reliance,
including
the number of non-accredited investors.
56. Please revise to disclose the value of the 10,000,000 shares
that
were issued in exchange for all the outstanding shares of Top
Interest International Limited, the number of persons receiving
shares in the transaction and whether or not these persons were
accredited investors.
Item 27. Exhibits and Financial Statement Schedules
57. Please revise your disclosure to list all financial statements
filed as part of the registration statement, indicating those
included in the prospectus.
Item 28. Undertakings
58. Please include the undertakings provided in Items 512(a)(4)
and
512(g).
* * * *
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 this action 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 Howard Efron, Accountant, at (202) 551-3439
or
Steven Jacobs, Accounting Branch Chief, at (202) 551-3403 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Jeffrey Shady, Attorney-Advisor, at (202)
551-3471 or me at (202) 551-3852 with any other questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: Richard I. Anslow, Esq. (via facsimile)
Anslow & Jaclin, LLP
Mr. Li Te Xiao
Artcraft V, Inc.
February 8, 2006
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