Meiguo Ventures I, Inc.
28248 North Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
(602) 300-0432
October 18, 2010
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: H. Roger Schwall
Assistant Director
Division of Corporation Finance
Re: Meiguo Ventures I, Inc.
Registration Statement on Form S-1, Amendment No.3
Filed on June 22, 2010
File No. 333-165726
Dear Sir,
This letter is in response to the Staff's verbal comments to our securities
attorney, David E. Wise, Esq. on June 25, 2010, and on a July 16, 2010
conference call, regarding the above referenced matter ("Comments"). Meiguo
Ventures I, Inc. will be filing an amendment to the referenced Form S-1 ("Form
S-1/A4") along with this correspondence.
Our responses to the Comments follow:
Registration Statement on Form S-1, Amendment No. 3
1. PLEASE AMEND YOUR FILING TO COMPLY WITH RULE 419. WE REFER YOU TO THE
DIVISION OF CORPORATION FINANCE'S COMPLIANCE AND DISCLOSURE
INTERPRETATIONS, SECTION 616. RULE 419 - OFFERINGS BY BLANK CHECK COMPANIES
(616.01 AND 616.02) FOR FURTHER GUIDANCE. (PARAPHRASED).
Response: We have amended our filing to comply with Rule 419. We have also
included a new Exhibit 10.1, our Escrow Agreement with Wilmington Trust Company
as escrow agent. The Escrow Agreement has been executed by all of the selling
shareholders. For your reference, we have amended our filing to include numerous
Rule 419 related disclosures in the Form S-1 registration statement filed by
Madison Enterprises Group, Inc. and declared Effective on November 10, 2009. We
have also replicated the escrow agreement used by Madison Enterprises Group,
Inc. that was filed as an exhibit to its Form S-1. While we understand that the
Staff is not bound by language in prior filings of other issuers, it was
suggested by the Staff in the July 16, 2010 conference call that mentioning the
Madison Enterprises Group, Inc.'s Form S-1 and escrow agreement in this response
letter would be helpful.
General Amendments to Our Filing
We have amended our filing by including financial statements for the most
recent interim period (January 1, 2010 to September 30, 2010) in accordance with
Regulation S-X Rule 8-08. We have also amended our filing to include comparative
financial information for the interim periods January 1, 2009, to September 30,
2009, and January 1, 2010, to September 30, 2009.
In addition to the amendments and revisions described above, we have made
various minor updating revisions to the dates of information in some of the
tables, financial statements, notes to financial statements and other sections
in the filing, updated consents of our auditor and counsel and we have corrected
a few typographical errors in order to enhance our disclosures.
Please address any further comments to our attorney, David E. Wise, Esq.
Mr. Wise's contact information is set forth below:
Law Offices of David E. Wise
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@gvtc.com
Sincerely,
Meiguo Ventures I, Inc.
By: /s/ David W. Keaveney
-----------------------------------
David W. Keaveney
President