COMMONWEALTH CAPITAL CORP.
2 Christy Drive, Suite 200
Chadds Ford, PA 19317
VIA EDGAR AND FEDERAL EXPRESS
January 30, 2007
Ms. Pamela Long
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-7010
RE: COMMONWEALTH INCOME & GROWTH FUND VI
PRE-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT ON FORM S-1
FILE NO. 333-131736
Dear Ms. Long:
On behalf of Commonwealth Income & Growth Fund VI (the "Company" and
the registrant with respect to above referenced filing), we are filing today
Pre-Effective Amendment Number 5 to the Registration Statement on Form S-1, File
No. 333-131736, pursuant to Rules 470 and 472 of Regulation C and Regulation
S-T. One clean and four marked courtesy copies showing the changes made to the
previous amendment have been delivered by overnight courier to the attention of
Brigitte Lippmann of the Commission Staff.
The following are the Company's responses to the comments included in
your letter dated January 9, 2007 regarding the above-captioned filing. For ease
of reference, each question has been restated above the related response.
Following the resolution with the staff of the comments set forth below, the
Company intends to seek acceleration of effectiveness of the registration
statement pursuant to Rule 461 of Regulation C. In that regard, the Company and
Commonwealth Capital Securities Corp. hereby affirm that each is aware of its
obligations under the Securities Act of 1933, as amended.
GENERAL
1. PLEASE SUBMIT AS CORRESPONDENCE ON EDGAR YOUR PREVIOUS LETTERS WITH THE
MISSING SALES MATERIAL ATTACHED.
As discussed and approved by telephone with the Commission Staff, we
are attaching to this letter hard copies of all prior versions of the sales
materials and cover letters, which will be scanned by the Staff for electronic
storage.
RISK FACTORS, PAGE 10
OUR SPONSOR, COMMONWEALTH CAPITAL CORP., DEPENDS UPON...PAGE 16
2. PLEASE DISCLOSE WHETHER THE NOTE IS CURRENTLY COLLECTIBLE SINCE YOU STATE
"THE COLLECTIBILITY OF THE NOTE IS DEPENDENT IN PART UPON THE PROFITABILITY
OF THE PRIOR PROGRAMS, AS WELL AS CIGF6, AND IN PART ON THE NET WORTH OF
KIMBERLY SPRINGSTEEN."
The Note is collectible, and Ms. Springsteen has attested to the
Company regarding her net worth and ability to make payment on the note if a
demand for payment should be made. The risk factor on page 16 has been revised
to state: "While the Company believes the note to be collectible on demand based
upon the representations of Ms. Springsteen and the performance of the sponsor's
prior programs, the continued collectibility of the note is dependent in
part..."
3. PLEASE FILE THE PROMISSORY NOTES AS EXHIBITS.
The promissory notes (i) from Commonwealth of Delaware, Inc. to the
General Partner and (ii) from Kimberly Springsteen (formerly, Kimberly
MacDougal) and George Springsteen to Commonwealth of Delaware, Inc., have been
filed with the registration statement as Exhibits 10.3 and 10.4, respectively.
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES, PAGE 34
4. PLEASE UPDATE THE DISCLOSURE THAT THE ORGANIZATIONAL AND OFFERING EXPENSES
WILL BE APPROXIMATELY $300,000, RATHER THAN DELETING IT, OR EXPLAIN WHY YOU
HAVE DELETED THIS LANGUAGE.
The deleted sentence was removed due to the $300,000 figure being
inaccurate and the redundancy of the sentence. Because the minimum and maximum
organizational fee is presented in the table, the Company deemed the sentence to
be redundant. Nevertheless, the sentence has been reinserted and revised to
read: "It is anticipated that the organizational and offering expenses, which
include legal, accounting and printing expenses, various registration and filing
fees, miscellaneous expenses related to the organization and formation of CIGF6,
other costs of registration and costs incurred in connection with the
preparation, printing and distribution of this prospectus and related sales
literature will be as high as $1,830,850, of which the general partner will pay
up to $1,250,000 out of its organizational fee. Any costs above $1,250,000 will
be paid by CIGF6 out of offering proceeds." Further, the sentence stating that
the general partner will pay all offering expenses has been deleted. Because the
table is designed to reflect the amount of the Organizational Fee, as an item of
compensation to the general partner, the maximum amount reflected in the far
right column remains unchanged, as it represents the maximum amount of the fee.
PLAN OF DISTRIBUTION, PAGE 72
5. WE NOTE YOUR REVISIONS INDICATING THAT IN ADDITION TO THE $1 MILLION DEALER
MANAGER FEE, CIGF6 WILL INCUR UP TO $1,830,850 IN ADDITIONAL OFFERING
EXPENSES. PLEASE CLARIFY THROUGHOUT THE PROSPECTUS, INCLUDING IN THE RISK
FACTORS AND THE SALES MATERIALS, THAT THE GENERAL PARTNER AND ITS AFFILIATES
WILL DEDUCT THESE ADDITIONAL COSTS FROM PROCEEDS. IN THE RISK FACTOR EXAMPLE
ON PAGE 11, INCLUDE THESE EXPENSES IN THE CALCULATIONS SINCE SOME OF THESE
EXPENSES RELATE TO SALES INCENTIVES AND PERSONNEL COSTS.
Updates to the disclosure of costs have been made throughout the
prospectus, specifically on the prospectus cover (footnote 2) and pages 9, 12
and 35 to identify the revised estimate of issuer costs and to clarify that such
costs will be paid by the issuer from offering proceeds. The risk factor example
on page 12 has also been revised. Revisions have also been made to the sales
materials, revised copies of which are attached. Specifically, changes have been
made to the brochure on pages 2 and 11, and to the slide presentation on slides
6, 9, 12, 15, 16, 18, 21 and 22.
6. PLEASE DESCRIBE IN GREATER DETAIL WHAT COMPRISES SEMINAR ATTENDANCE, SALES
INCENTIVES AND PERSONNEL COSTS ON PAGE 74. ALSO DISTINGUISH THESE COSTS FROM
THE COSTS YOU HAVE LISTED UNDER THE DEALER MANAGER FEE.
Additional language has been added to the top of page 74 to explain
that the "Expenses of the Offering" listed are different from, and in addition
to the items of underwriting compensation that make up the dealer manager fee.
The reference to "sales incentives" in footnote 1 on page 74 is no longer
accurate, but had referred to non-transaction based incentives (i.e., a bonus
pool) for certain employees. All amounts payable as incentives to such employees
are now included in the total dollar amount for "Wholesale Salaries" listed on
page 73. Therefore footnote 1 has been revised to remove the reference to
incentives, and to add a brief discussion detailing what comprises seminar
attendance and personnel costs.
The $560,000 allocated to "seminar attendance" represents the cost to
the issuer of educational workshops which are hosted by the Broker/Dealer firms
in the offering's selling group, which one or more employees of the sponsor
attend (typically one or two persons per meeting). Also included in such total
is the cost to the issuer of several employees attending industry meetings
throughout the offering period, such as alternative investment conferences,
leasing conferences, and the Fall and Spring NASD and SEC conferences.
With respect to the $260,000 total for "Miscellaneous," this amount
reflects the issuer's estimates of the allocable portion of the salaries and
expenses related to management and administrative personnel who support the
seminar and conference attendance of others through administrative services,
oversight, scheduling, preparation of materials, marketing and networking,
research, accounting and compliance services. Thus, the reference to "personnel
costs" in the footnote remains in place. Also included in the "Miscellaneous"
total are expected total escrow account fees.
EXHIBITS 5 AND 8 - LEGAL OPINIONS
7. SINCE THE LEGAL OPINIONS PREVIOUSLY FILED WERE LIMITED TO THE DATE THEY WERE
FILED, THEY ARE STALE AND MUST BE UPDATED. PLEASE FILE THE LEGAL OPINIONS
WITH REVISED DATES AND DELETE THE DATE LIMITATION LANGUAGE.
Revised and updated opinions have been filed as exhibits to the current
amendment to the registration statement, as requested.
If you have any questions regarding this filing, please call me at
610-594-9600. Thank you.
Sincerely,
Commonwealth Capital Corp.
By: /s/ Richard G. Devlin
--------------------------------------------
Richard G. Devlin
Vice President and General Counsel
cc: Brigitte Lippman, Esq.
Kimberly A. Springsteen
James Pruett