ALMAH, INC.
Pembroke House, 28-32 Pembroke St Upper, Dublin 2, Ireland
Telephone 353-871536401
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February 21, 2012
Ms. Mara L. Ransom, Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re: Almah, Inc.
Registration Statement on Form S-1
Filed January 5, 2012
File No. 333-178883
Dear Ms. Ransom:
Thank you for your assistance in the review of our filing. In response to your
comment letter dated February 1, 2012 we have the following responses. We have
filed on EDGAR a marked revised copy of our Registration Statement on Form S-1/A
which incorporates the changes made in response to your comments as itemized
herein.
General
1. For the reasons below, we do not believe that the Registrant is a blank
check company. According to the language of Rule 419, a blank check company
"is a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person..." We have researched the market place and believe that we have
provided a detailed business plan including the budget we have developed, a
description of products, our marketing plan and discussions of competition
and risk factors associated with our industry. Since the initial filing of
the Registration Statement we have signed a second distribution agreement
and have disclosed the details in the amendment. Management continues to
pursue agreements with both suppliers and customers while the website is
being developed to a point that we are able to process and fulfill online
orders. The Company has no plans to merge with another company; we plan to
implement our business plan as set forth in the Registration Statement and
have, therefore, deleted the reference in the Forward Looking Statements
section to the risks associated with acquisitions.
Prospectus Summary, page 3
2. We have added to the prospectus summary a brief discussion of the going
concern opinion of our auditor and the risk that our business may not
succeed.
Risk Factors, page 4
3. We currently have a risk factor that addresses the fact that "We do not yet
have any substantial assets or operations and are totally dependent upon
the proceeds of this offering to fund our business." We further disclose
that "If we do not sell the shares in this offering, we will have to seek
alternative financing or raise additional capital to complete our business
plans or abandon them." We believe this risk factor accurately addresses
our future plans. We have not included a risk factor that we may enter into
a reverse merger because we have no plans to do so and such a risk factor
would be inconsistent with our business plan.
Use of Proceeds, page 14
4. We have expanded the disclosure to indicate how we will allocate the
proceeds of the offering if we are only able to raise 25% and 75% of the
offering. We have also indicated the order of priority of the use of
proceeds in the event we are unable to raise the full offering amount.
Dilution, page 15
5. We have updated the dilution presentation to include the financial
condition of the company as of 12/31/11.
Plan of Distribution, page 16
6. The Company seeks a registered public offering with the United States
Securities and Exchange Commission because the capital markets of the
United States are more liquid than European markets, especially Ireland (in
the opinion of the Company). The Company is seeking to maximize the
investment made by its shareholders in the Company. Further, Mr. Power has
friends, family members and business acquaintances outside of Europe, some
of whom reside in the United States, who are all potential investors. Thus,
by registering the shares in the United States it gives more incentive for
any U.S. investors to purchase shares in the offering, assuring the Company
is compliant with the U.S. Securities and Exchange Commission's disclosure
requirements. We have added this disclosure to the Plan of Distribution
section of the amended Registration Statement.
Description of Business, page 19
7. We have disclosed how we plan to fund our continuing operations.
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Market for Common Equity and Related Stockholder Matters, page 22
8. We have removed the reference to "listed" and now use "quoted".
Future Sales by Existing Stockholders, page 31
9. We have added a disclosure regarding the limitation on the use of Rule 144
by shell companies and former shell companies.
Undertakings, page II-2
10. We have included the undertaking required by Item 512(a)(6) of Regulation
S-K.
Exhibit 5, Legal Opinion
11. The legal opinion has been revised to include counsel's consent.
We acknowledge and understand that the Company and management are responsible
for the accuracy and adequacy of the disclosures made in our filings.
The Company further acknowledges the following:
* 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 our responses and revisions address the comments raised in your
letter to us dated February 1, 2012. However, we will provide further
information upon request.
Sincerely,
/s/ Joey Power
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Joey Power
President & Director
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