UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
December 7, 2007
Jean-Christophe Hadorn
Chief Executive Officer
SES Solar Inc.
129 Route de Saint-Julien, Plan-les-Ouates
Geneva Switzerland
Re: SES Solar Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed November 9, 2007
File No. 333-140864
Form 10-KSB for the Fiscal Year Ended December 31, 2006
Filed May 16, 2007
File No. 0-49891
Dear Mr. Hadorn:
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
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.
Registration Statement Cover Page
1. We note your response to comment one from our letter dated
March
22, 2007. Please check the Rule 415 box or advise.
Prospectus Cover Page
2. You disclose that the shares have not been registered under
state
securities laws. With a view to disclosure, advise us where you
anticipate resales will occur and why you believe that blue sky
registration is not required in those states.
Management`s Discussion and Analysis, page 26
3. It is not sufficient to represent that operating cash flows,
cash
and cash equivalents and cash received from equity financings will
address your operating cash needs for the next twelve month period
when the financial statements and disclosures show otherwise.
Please
revise your Liquidity and Capital Resources to disclose in
quantified
terms approximately how much you believe will be available from
debt
financing, available cash, future equity financing and any other
sources that you anticipate using to meet working capital
requirements for the next twelve months. We note your net
operating
cash outflows as of September 30, 2007 and each the two fiscal
years
ended December 31, 2006. Also, we note $3.1 million of cash
equivalents at September 20, 2007 is required as a short term
deposit
to maintain an outstanding line of credit with your lender.
Executive Compensation, page 39
4. We note your response to comment 11 from our letter dated March
22, 2007. Please include the CFO, Sandrine Crisafulli, in the
summary compensation table, or advise.
Certain Relationships and Related Transactions, page 43
5. Please revise to clarify, if true, that the 48,286,817 shares
issuable to Christiane Erne, Jean-Christophe Hadorn and Claudia
Rey
were granted in exchange for the individuals` approval of the
share
exchange agreement. Quantify the number of shares issued and
issuable to each of the three persons under the share exchange
agreement
6. You reference outstanding receivables from a major stockholder
on
page F-40. Please revise this section to identify the stockholder
and disclose the material terms of the arrangement.
7. We note the statement on page F-37 that the long term escrow
agreement requires that you obtain additional financing in the
amount
of CHF 12 million by November 30, 2007. We also note the
statement
on page 44 that you obtained the necessary financing to satisfy
the
"subsequent escrow" and credit line escrow agreement. Revise to
briefly clarify and distinguish the separate escrow agreements,
and
state whether and which of your recent financings satisfy each
requirement, including the requirement to obtain CHF 12 million by
November 30, 2007.
Interim Financial Information as of September 30, 2007
Note 10. Stockholders` Equity, page F-11
8. Please advise or revise your disclosure to be consistent with
the
number of common shares issued and outstanding on the face of the
balance sheet.
9. We refer you to the second to last paragraph on page F-13.
Please
advise if the agreement with Standard Atlantic has been filed as
an
exhibit in an EDGAR filing. Also tell us if the fee was paid for
the
consummation of the merger transaction, for providing consulting
services over a 24 month period or some combination of services.
Please also tell us why the amount was paid upon closing of the
transaction and your basis in GAAP for deferring the expense.
10. In the last paragraph of Note 10 on page F-13 you state that
the
company did obtain additional financing as of September 18, 2007.
Please tell where the financial statements reflect this financing.
If there are no cash flows as of September 30, 2007, please revise
to
clarify this fact.
Annual Financial Statements as of December 31, 2006
Note 4. Sales Contracts under Completed-Contract Method, page F-27
11. You disclose that you recognize revenue under the cost of
completion and completed contract methods. Please advise or revise
the disclosures to present the applicable method.
Note 5. Restatement, page F-27
12. Please remove the use of terms that are not defined in SFAS
No.
154 and use the terms in the Statement. For example, the
accounting
change reflected in the treatment of the related party loan
extinguishment is an error rather than a reclassification. See
paragraph 2.h. of SFAS No. 154.
Note 6. Cash and Cash Equivalents, page F-32
13. Please tell us if the $2.5 million of short term investments
is
the short-term deposit used to secure the credit line with UBS or
another lender, as applicable. If so, you should revise this
disclosure to be consistent with the disclosure on page F-9 and
discuss how the balance qualifies as cash equivalent, as described
in
SFAS No. 95.
Part II
Exhibits
14. Please file the legal opinion and all required exhibits in a
timely manner so that we may have sufficient time to review them
before you request effectiveness of your registration statement.
Form 10-KSB for the Fiscal Year Ended December 31, 2006
15. Please revise your Form 10-KSB consistent with the comments to
your Form SB-2.
Item 8A Controls and Procedures, page 27
16. We note the statement that there were material weaknesses but
that the certifying officers have determined that now SES Solar
has
in place effective disclosure controls and procedures. Please
revise
to disclose in reasonable detail the basis for your officers`
conclusions that the material weaknesses have been fully
remediated.
17. We note that you state there were no "significant" changes in
your internal controls. Your disclosure does not appear to
specifically address Item 308(c) of Regulation S-B. Please revise
to
state, if true, that there were no changes in internal controls
that
occurred during the last fiscal quarter that have materially
affected
or are reasonably likely to materially affect, your internal
control
over financial reporting.
18. We note the disclosure that the company has in place
disclosure
controls and procedures "effective to provide reasonable assurance
that all material information required to be disclosed by the
Company
in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods
specified in the SEC`s rules and forms." Revise to clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are effective also to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions about required disclosure.
Exhibit 31.1 and 31.2
19. Please revise the 302 certifications to conform to the exact
wording required by Exchange Act Rule 13a-14(a) and Item
601(b)(31)
of Regulation S-B. For example, please remove the titles of the
certifying officers in the first line. Please also revise to
replace
the term "registrant" with "small business issuer."
* * * * * *
As appropriate, please amend your registration statement and
Form 10-KSB 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 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 Robert Burnett, Staff Accountant, at (202)
551-
3330 or Brian McAllister, Accounting Branch Chief, at (202) 551-
3341
if you have questions regarding comments on the financial
statements
and related matters. Please contact James Lopez, Senior Staff
Attorney, at (202) 551-3536, or me at (202) 551-3720 with any
other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: William Bennett
Hogan & Hartson LLP
(Fax) 202 637-5910
Jean-Christophe Hadorn
SES Solar Inc.
December 7, 2007
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