DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
TELEPHONE (713) 524-4110
FACSIMILE (713) 524-4122
March 1, 2006
Edward M Kelly, Esq. VIA FEDEX
Division of Corporate Finance ----------
United States Securities and Exchange Commission AND VIA EDGAR
Mail Stop 7010 -------------
100 F. Street, N.E.
Washington, D.C. 20549
Phone: (202) 551-3728
RE: Allmarine Consultants Corporation
Pre-effective Amendment No. 1 to Registration Statement on Form SB-2
Filed February 3, 2006
File No. 333-130492
Dear Mr. Kelly:
We have enclosed three red-lined copies of the amended registration
statement for your review. In response to your comment letter dated February
14, 2006, Allmarine Consultants Corporation (the "Company," "we," "us") has the
following responses:
1) We have revised our disclosure throughout the Registration Statement to
include where applicable a discussion of our current operations versus our
planned operations. As such, we have added future tense language throughout
the Registration Statement including words such as "plans," "will," etc.,
when discussing our operations.
2) We have filed "Amendment No. 1 to Marketing Agreement" (the "Amendment") as
Exhibit 10.2 to the Registration Statement, which Amendment includes
provisions whereby we are authorized to outsource/refer services through
Philtex and pay Philtex additional fees based on its cost of work
performed, on a sale by sale basis. Additionally, we have provided a
description of the Amendment under the heading "Marketing Agreement" under
"Description of Business."
3) The Amendment also revises the Marketing Agreement to include the list of
services provided which is attached to the Amendment as Exhibit 1, as
Exhibit A to the Marketing Agreement. After such Amendment, we believe the
Marketing Agreement and the Amendment make clear that products and services
which we are able to market through our relationship with Philtex.
SUMMARY FINANCIAL DATA
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4) We have revised our previous disclosure of the number of issued and
outstanding shares in our summary financial data section to be consistent
with the number outstanding on our Balance Sheet, 9,950,000 shares.
RISK FACTORS
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5) We have updated our disclosure throughout the Registration Statement to
clarify that we can continue our business operations for six to eight
months if no additional financing is raised.
DESCRIPTION OF BUSINESS
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6) Please see our response to comment (1) above.
7) We have clarified our discussion of our planned operations both under our
"Description of Business" section and under "Plan of Operations" under
MD&A. The discussion of our planned operations from our "Plan of
Operations" section of MD&A now reads:
"We currently plan to outsource (i.e. refer out the work to
Philtex, for it to complete) all of our services to Philtex, with whom
we have a Marketing Agreement (as described above); however; the
Marketing Agreement may be terminated by either party at any time,
with or without cause, upon written notice to the other party. If
Philtex was to stop providing us with outsourcing services, we could
be forced to curtail or abandon our business operations.
We currently have limited operations which include working to
establish contacts and solicit business. We have been promoting and
marketing our services since the effective date of the Marketing
Agreement with Philtex, however, we have not generated any revenues,
and have not performed any services under the Marketing Agreement and
have no clients as of the date of this Prospectus. We believe that it
takes time for any new company with limited experience, which is
offering services in a new industry, such as the Marine Services
industry, to gain acceptance in the industry and generate
relationships and eventually revenues. As such, we anticipate
beginning to generate revenues and outsource the majority of our
operations through Philtex in approximately the 2nd quarter of 2006.
We plan to pay Philtex additional fees in connection with their
outsourcing of certain work on a sale by sale basis (as described
above under "Marketing Agreement"). We anticipate retaining
approximately 50% of the total revenues from any sale which we
outsource through Philtex which percentage may be greater or less
depending upon our negotiations with Philtex. We anticipate the
average cost of each sale, including registry services, insurance
brokering and surveying to be approximately $20,000 to $25,000. In
approximately six (6) to twelve (12) months, we hope to offer services
separate from Philtex, at which time we will no longer need to
outsource work though Philtex and will receive 90% of the revenues
received through such sales pursuant to the Marketing Agreement.
Additionally, we have plans to generate revenues separate from
Philtex, in approximately the 3rd or 4th quarter of 2007, if we are
able to add clients and contracts, and raise additional capital
subsequent to the effectiveness of this Registration Statement to
operate separate from Philtex, of which there is no assurance, at
which time we plan to terminate the Marketing Agreement pursuant to
the termination provisions of the Marketing Agreement (described above
under "Marketing Agreement")."
8) Please see our response to comment (2) above regarding our Amendment No. 1
to Marketing Agreement, and our updated description of the Marketing
Agreement, which we believe addresses your comments regarding the shift in
work between us and Philtex. Additionally, please see our updated "Plan of
Operations" language under response (7) above regarding the steps we must
take to offer services without the help/guidance of Philtex.
PLAN OF OPERATIONS
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9) We have revised the "Plan of Operations" section to clarify that the
Company has not performed any services under the marketing agreement and
has no clients.
10) We have revised the Registration Statement to include a description of the
operations which we believe we can fund for the next six to eight months,
and what we meant by "promoting and marketing our services. Additionally,
we have added disclosure regarding the fact that we have not generated any
revenues from those efforts. Furthermore, please see the updated language
from our "Plan of Operations" section regarding the steps we will need to
take to offer services separate from Philtex in the future and the
anticipated timing of such steps.
LIQUIDITY AND CAPITAL RESOURCES
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11) We have revised our disclosure to clarify that we had $23,350 of cash flows
from financing activities for the six months ended November 30, 2005.
RECENT SALES OF UNREGISTERED SECURITIES
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12) We have revised our disclosure to include the services provided by the four
persons to whom we issued securities on May 24, 2005.
13) We have revised our disclosure to specifically state which of the
purchasers were accredited and which were sophisticated. Additionally, as
disclosed in under the description of the issuances, those four individuals
had access to information that would be included in a registration
statement.
EXHIBITS
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14) We have included an exhibit index immediately after the signatures of our
officers and directors and immediately before the exhibits as you have
requested.
Very truly yours,
/s/ John S. Gillies
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Associate
DAVID M. LOEV, ATTORNEY AT LAW
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
I, Michael Chavez, as Chief Executive Officer of Allmarine Consultants
Corporation (the "Company"), certify and acknowledge that:
o 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;
o 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
o the Company may not assert staff comments and the declaration of
the effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
ALLMARINE CONSULTANTS CORPORATION
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/s/ Michael Chavez
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MICHAEL CHAVEZ,
CHIEF EXECUTIVE OFFICER
DATE March 1, 2006
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