THE O'NEAL LAW FIRM, P.C.
668 North 44th Street
Suite 233
Phoenix, Arizona 85008
(602) 267-3855 (602)
267-7400 (fax)
E-mail: billo@sunncomm.com
December 16, 2004
Pamela Howell
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0511
Washington, D.C. 20549
Re: M.E.R., Inc.
Registration Statement on Form SB-2
File No. 333-119223
Filed September 23, 2004
Dear Ms. Howell:
We are writing in response to your comment letter dated December 8, 2004 in
connection with the above-referenced filing. This response is provided to
address each of your comments to further assist you in your review of this
filing. The numbered responses below correspond to the numbered comments in you
letter.
GENERAL
1. Comment noted.
2. We have revised the prospectus to provide for the disclosure of total
offering expenses. We have also revised the offering expenses table in Part
II.
RISK FACTORS
3. We have added back a risk factor, as the first risk factor, discussing
risks associated with our lack of operating history.
4. We have deleted this risk factor.
5. We have made revisions throughout the document to indicate that the escrow
account shall bear interest.
6. We have revised the heading accordingly.
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7. We have revised the document to reflect the potential 6 month offering
period.
8. We have clarified that nominal funds will be required prior to locating,
investigating and consummating a business combination.
9. We have revised this risk factor to discuss particular risks associated
with potential funding issues and disclosed that Mr. Mercier has no legal
obligation to provide any funds to the Company.
10. We have revised the subheading accordingly.
11. We have added a disclosure as to how conflicts will be resolved if the same
business opportunity becomes available to more than one blank check company
with which Mr. Mercier is affiliated.
USE OF PROCEEDS
12. The finacial statements have been changed to reflect organizational and
offering costs.
DESCRIPTION OF BUSINESS
13. We have clarified that management has agreed that the company will not
engage in any form of related party transaction.
14. We have clarified that the target company will be responsible for the
payment of any profit transaction expenses.
YOUR RIGHTS AND SUBSTANTIAL PROTECTIONS UNDER RULE 419
15. We have included additional disclosures regarding the terms of the escrow,
including whether interest shall be paid, indemnification, fees and
expenses.
DESCRIPTION OF PROPERTY
16. We have revised the address that is the current physical address of the
company.
PLAN OF DISTRIBUTION
17. We have revised this section to clarify that the securities shall be
deposited into the escrow.
18. We disagree with this comment. The second paragraph to this section states:
We intend to offer the securities directly to the public through our sole
officer and director, Ronald Mercier, in those jurisdictions where sales by
such persons are permitted by law and, otherwise, pursuant to Rule
3a4-1(a)(2) of the Exchange Act. Accordingly, we believe Mr. Mercier
qualifies for the safe harbor from broker-dealer registration set out in
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Rule 3a4-1(a)(2) of the Exchange Act as (i) Mr. Mercier will be the only
individual offering the securities on behalf of M.E.R. and is not an
associated person of any broker-dealer nor has he been in the prior 12
months; (ii) no commission or any other remuneration will be paid to Mr.
Mercier on account of any such sales; (iii) Mr. Mercier intends primarily
to perform at the end of the offering, substantial duties for or on behalf
of M.E.R. otherwise than in connection with transactions in securities; and
(iv) Mr. Mercier has not participated in the sale of any securities for any
issuer in the past 12 months and does not intend to do so in the future
except in accordance with Rule 3a4-1(a)4(ii)(C). No broker-dealers will be
engaged to assist us in this offering.
EXEMPTION FROM STATE REGISTRATION
19. Management has elected to only offer the registered securities to foreign
investors located in Canada and will not be registering with any state or
availing itself of any state exemption.
20. Please see 19 above.
RECENT SALES OF UNREGISTERED SECURITIES
21. We have revised this section to clarify that the company is only relying on
Section 4(2) as the only unregistered securities issued by the company have
been to Mr. Mercier.
SIGNATURES
22. We have revised the signatures accordingly.
EXHIBITS
23. We have filed the revised subscription agreement.
ESCROW AGREEMENT
The revised Escrow Agreement has been filed.
Please do not hesitate to contact us if you have any further questions.
Very truly yours,
/s/ William D. O'Neal
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William D. O'Neal