THE O'NEAL LAW FIRM, P.C.
14835 East Shea Boulevard
Suite 103, PMB 494
Fountain Hills, Arizona 85268
(480) 812-5058
(888) 353-8842 (Fax)
E-mail: theoneallawfirm@yahoo.com
March 23, 2009
VIA EDGAR AND OVERNIGHT MAIL
Ms. Lilyanna L. Peyser
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Mail Stop 3561
Washington, DC 20549
Re: SeaOspa, Inc.
Registration Statement on Form S-1
Filed February 9, 2009
File No. 333-157175
Dear Ms. Peyser:
We are counsel to SeaOspa, Inc. ("SeaOspa," the "Company" or "our client").
On behalf of our client, we respond as follows to the Staff's comments dated
March 6, 2009 relating to the above-captioned registration statement. Captions
and section headings herein will correspond to those set forth in Amendment No.
1 to the Registration Statement, a copy of which has been marked with the
changes from the initial filing, and is enclosed herein. Please note that for
the Staff's convenience, we have recited each of the Staff's comments and
provided the Company's response to each comment immediately thereafter.
GENERAL
1. We note that you are registering the sale of 1,869,917 shares of common
stock of which 509,000 shares are being offered by affiliates. Given the
size of the offering relative to the number of shares being offered by
non-affiliates, the nature of the offering and the selling security
holders, the transaction appears to be a primary offering. Because you are
not eligible to conduct a primary offering on Form S-3, you are not
eligible to conduct a primary at-the-market offering under Rule 415(a)(4)
of Regulation C. As a result, you must fix the price of the shares being
offered for the duration of the offering and name your affiliated selling
shareholders, Ana Borenstein, Yaron Borenstein, Ophir Even, and Alon
Evenzur, as underwriters. Your indication on page 16 that "[t]he selling
stockholders and any broker-dealers who execute sales for the selling
stockholders may be deemed to be an 'underwriter' within the meaning of the
Securities Act in connection with such sales" is insufficient. If you
disagree with our determination, please advise the staff of the company's
basis for determining that any aspect of the transaction is appropriately
characterized as a transaction that is eligible to be made under Rule
415(a)(1)(i). In this regard, please address the factors referred to
Interpretive Response 612.09 in the Compliance and Disclosure
Interpretations relating to Rule 415 of the Securities Act, located at our
web-site.
1
Page 2 of 3
Ms. Lilyanna L. Peyser
Securities and Exchange Commission
Response to Comment #1: We are not clear on the Commission's comment that Ana
Borenstein, Yaron Borenstein, Ophir Even, and Alon Evenzur are affiliates. These
shareholders each own less than 10% of the outstanding shares of common stock,
and are not officers or directors of the Company. Further, none of these
shareholders are related to any officer or director of the Company.
Notwithstanding, the Company has revised the offering whereby these shareholders
are only offering 10,000 shares each.
SELLING STOCKHOLDERS, PAGE 13
2. Based on the individual share counts contained in the table of selling
stockholders, it appears that the total number of shares to be offered is
1,869,918 rather than 1,869,917. Please confirm the accuracy of the share
counts contained in the table of selling stockholders, as well as the total
number of shares to be offered.
Response to Comment #2: The correct offering amount is 1,400,618 shares. The
table has been revised and is now correct.
ITEM 17. UNDERTAKINGS. PAGE II -3
3. Please revise Item 17 to include all of the undertakings required by Item
512(a)(6) of Regulation S-K.
Response to Comment #3: The undertakings have been revised.
EXHIBITS
4. We note that the consent filed as Exhibit 23.1 contains two inconsistent
dates (December 22, 2008 and January 20, 2009). Please file II revised
consent that reflects the accurate date.
Response to Comment 4: A new consent from our auditor, Weinberg & Associates
LLC, has been issued and is included in Exhibit 23.1
5. We note that Exhibit 24.1 is listed in the Exhibit Index, but that no power
of attorney appears on the signature page of the registration statement.
Please either remove Exhibit 24.1 from the Exhibit Index or include a power
of attorney on the signature page of the filing.
Response to Comment 5: Exhibit 24.1 was revised in accordance with the Staff's
comment. We included a power of attorney on the signature page of the filing.
Page 3 of 3
Ms. Lilyanna L. Peyser
Securities and Exchange Commission
The Company acknowledges 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.
We trust that the foregoing is responsive to the Staff's comments. Please
do not hesitate to call William D. O'Neal at The O'Neal Law Firm. P.C, at (480)
812-5058 if you have any questions.
Very truly yours,
/s/ William D. O'Neal
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William D. O'Neal
cc: SeaOspa, Inc.