DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
TELEPHONE (713) 524-4110
FACSIMILE (713) 524-4122
March 27, 2006
Edward M Kelly, Esq. VIA FEDEX AND VIA EDGAR
Division of Corporate Finance -----------------------
United States Securities and Exchange Commission
Mail Stop 7010
100 F. Street, N.E.
Washington, D.C. 20549
Phone: (202) 551-3728
RE: Allmarine Consultants Corporation
Pre-effective Amendment No. 2 to Registration Statement on Form SB-2
Filed March 2, 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 March 9,
2006, Allmarine Consultants Corporation (the "Company," "we," "us") has the
responses below. Additionally, please note that we have used capitalized words
to indicate additions to the previous Form SB-2 filing.
1. REFER TO PRIOR COMMENTS 1, 6, AND 9. DISCLOSURE ON PAGE 22 INDICATES THAT
ALTHOUGH ALLMARINE HAS BEEN PROMOTING AND MARKETING ITS SERVICES SINCE THE
EFFECTIVE DATE OF THE MARKETING AGREEMENT WITH PHILTEX, ALLMARINE HAS NOT
GENERATED ANY REVENUES, AND HAS NOT PERFORMED ANY SERVICES UNDER THE
MARKETING AGREEMENT AND HAS NO CLIENTS AS OF THE DATE OF THE PROSPECTUS.
CONTINUE TO REVISE THE PROSPECTUS AS NECESSARY TO MAKE THESE FACTS CLEAR
THROUGHOUT THE PROSPECTUS. FOR EXAMPLE:
- THE TENTH RISK FACTOR STATES THAT AS ALLMARINE RECEIVES
ADDITIONAL CONTRACTS, ALLMARINE WILL BE REQUIRED TO MANAGE MULTIPLE
RELATIONSHIPS. REVISE TO CLARIFY THAT ALLMARINE HAS NO CONTRACTS AS OF
THE DATE OF THE PROSPECTUS.
RESPONSE:
We have revised the risk factor in connection with your comment to
state that, "[f]urther, as we receive FUTURE contracts, we will be required
to manage multiple relationships with various customers, clients and other
third parties. AS OF THE DATE OF THIS PROSPECTUS, WE DO NOT HAVE ANY
CONTRACTS WITH CUSTOMERS." Additionally, we have revised the title of the
risk factor to state "In the event our FUTURE operations and contracts grow
"
- THE ELEVENTH RISK FACTOR STATES THAT FLUCTUATIONS AND CYCLICAL
TURNS IN THE SHIPPING INDUSTRY MAY CAUSE A DECREASE IN DEMAND FOR THE
SERVICES THAT ALLMARINE PROVIDES. REVISE TO CLARIFY THAT ALLMARINE HAS
PROVIDED NO SERVICES AS OF THE DATE OF THE PROSPECTUS.
RESPONSE:
We have revised the risk factor in connection with your comment to
state that, "[t]hese and other factors may cause a decrease in the demand
for the services WE PLAN to provide in the future. AS OF THE DATE OF THIS
PROSPECTUS, WE HAVE PROVIDED NO SERVICES AND HAVE NO CLIENTS OR CUSTOMERS."
- "BUSINESS HISTORY" ON PAGE 16 STATES THAT ALLMARINE CURRENTLY
RUNS ALL OF ITS OPERATIONS THROUGH ITS MARKETING AGREEMENT WITH
PHILTEX. REVISE TO CLARIFY THAT ALTHOUGH ALLMARINE HAS BEEN PROMOTING
AND MARKETING ITS SERVICES SINCE THE EFFECTIVE DATE OF THE MARKETING
AGREEMENT WITH PHILTEX, ALLMARINE HAS NO OPERATIONS AS OF THE DATE OF
THE PROSPECTUS.
RESPONSE:
We have revised our description of the Marketing Agreement under
"Business History" in connection with your comment to state, "We currently
PLAN TO run all of our operations through our Marketing Agreement with
Philtex Corporation, Ltd., a Dubai, United Arab Emirates corporation
("Philtex"). Philtex's president is Chris Warren, who holds 900,000 shares
of our common stock. ALTHOUGH WE HAVE BEEN PROMOTING AND MARKETING OUR
SERVICES SINCE THE EFFECTIVE DATE OF THE MARKETING AGREEMENT, WE HAVE NO
OPERATIONS AS OF THE DATE OF THIS PROSPECTUS."
- THE FIFTH PARAGRAPH UNDER "BUSINESS OPERATIONS" ON PAGE 17 STATES
THAT ALLMARINE THROUGH ITS MARKETING AGREEMENT WITH PHILTEX WORKS
UNDER THE AUTHORIZATION OF COUNTRIES WHO OFFER "OPEN" REGISTRATION OF
MERCHANT SHIPS. REVISE TO CLARIFY THAT ALLMARINE THROUGH ITS MARKETING
AGREEMENT WITH PHILTEX EXPECTS TO WORK UNDER THE AUTHORIZATION OF
COUNTRIES WHO OFFER "OPEN" REGISTRATION OF MERCHANT SHIPS.
RESPONSE:
We have revised the paragraph to which you refer in connection with
your comment as follows:
"We PLAN, through our Marketing Agreement with Philtex, TO work under
the authorization of countries who offer "open" registration of merchant
ships to foreign people and companies. Through our Marketing Agreement with
Philtex, we EXPECT TO market ship and corporate registration and carryout
statutory requirements on behalf of the International Maritime Organization
Additionally,
through our Marketing Agreement with Philtex, We Plan to provide our
clients with surveyors which are approved by port authorities in most major
ports throughout the Middle East, India, Europe, and the United States of
America. HOWEVER, AS OF THE DATE OF THIS PROSPECTUS, WE HAVE GENERATED NO
REVENUES AND HAVE HAD NO CLIENTS OR CUSTOMERS."
- THE SEVENTH PARAGRAPH UNDER "BUSINESS OPERATIONS" ON PAGE 18
STATES THAT ALLMARINE CAN PROVIDE ITS CLIENTS WITH SHIP CLASSIFICATION
SERVICES. REVISE TO CLARIFY THAT ALLMARINE THROUGH ITS MARKETING
AGREEMENT WITH PHILTEX EXPECTS TO PROVIDE CLIENTS WITH SHIP
CLASSIFICATION SERVICES.
RESPONSE:
We have revised the paragraph in connection with your comment as
follows:
"Through Philtex we ALSO PLAN TO offer independent surveys,
registration services, negotiating protection and claim handling.
Additionally, WE PLAN TO provide our clients with ship classification
services, THROUGH OUR MARKETING AGREEMENT WITH PHILTEX, including technical
assessment, verification services as well as certification and consultancy
services."
- "DEPENDENCE ON ONE OR A FEW MAJOR CLIENTS" ON PAGE 20 STATES THAT
ALLMARINE OFFERS ALL OF ITS SERVICES THROUGH ITS MARKETING AGREEMENT
WITH PHILTEX. REVISE TO CLARIFY THAT ALLMARINE HAS PROVIDED NO
SERVICES THROUGH ITS MARKETING AGREEMENT WITH PHILTEX AS OF THE DATE
OF THE PROSPECTUS.
RESPONSE:
We have revised the paragraph in connection with your comment to
include the following sentence:
"AS OF THE DATE OF THIS PROSPECTUS, WE HAVE PROVIDED NO SERVICES
THROUGH OUR MARKETING AGREEMENT WITH PHILTEX, HAVE GENERATED NO REVENUES
AND HAVE NO CLIENTS OR CUSTOMERS."
SUMMARY FINANCIAL DATA
----------------------
2. PLEASE PRESENT NET LOSS PER SHARE INFORMATION FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2005.
RESPONSE:
We have provided net loss per share for the six months ended November
30, 2005, as you requested.
RISK FACTORS
------------
3. DISCLOSURE IN THE SIXTH AND SEVENTH RISK FACTORS ON PAGE 6 STATES THAT
ALLMARINE PLANS TO OUTSOURCE OPERATIONS THROUGH ITS MARKETING AGREEMENT
WITH PHILTEX FOR APPROXIMATELY SIX TO 12 MONTHS AND THEN USE PHILTEX'S
CONTRACTS AND CONNECTIONS FOR APPROXIMATELY SIX TO 12 MONTHS AFTER THAT.
CLARIFY THAT ALLMARINE ANTICIPATES BEGINNING TO OUTSOURCE ITS OPERATIONS
THROUGH PHILTEX IN APPROXIMATELY THE SECOND QUARTER OF 2006. WE NOTE THE
DISCLOSURE IN THE THIRD PARAGRAPH ON PAGE 22.
RESPONSE:
We have revised the risk factors to which you refer to state the
following:
"We are currently highly dependent on Philtex Corporation, Ltd.,
("Philtex") as we plan to outsource (i.e. refer) all of our operations and
services through Philtex, BEGINNING IN APPROXIMATELY THE SECOND QUARTER OF
2006, AND CONTINUING for approximately six (6) to twelve (12) months
THEREAFTER and use Philtex's contracts and connections through the
Marketing Agreement (described below) for approximately ANOTHER six (6) to
twelve (12) months thereafter, once we have operations.
And,
"We are a development stage company with limited experience in the
marine consulting business, which plans to BEGIN OUTSOURCING (i.e.
referring) the majority of our operations through our Marketing Agreement
with Philtex IN APPROXIMATELY THE SECOND QUARTER OF 2006, AND CONTINUE FOR
approximately six (6) to twelve (12) months THEREAFTER and then to use
Philtex's contracts and connections for approximately ANOTHER six (6) to
twelve (12) months thereafter; however, we will need to arrange new
agreements, raise needed capital, and pay expenses and general
administrative fees during that time and will need to raise substantial
additional capital to offer services separate from Philtex, which we
currently plan to offer in the future."
MARKETING AGREEMENT
- --------------------
4. REFER TO PRIOR COMMENT 8. DISCLOSURE IN THE FOURTH PARAGRAPH ON PAGE 19
THAT ALLMARINE PLANS TO OFFER PRODUCTS AND SERVICES WITHOUT THE HELP OR
GUIDANCE OF PHILTEX IN APPROXIMATELY 18 TO 24 MONTHS IS INCONSISTENT WITH
DISCLOSURE IN THE THIRD PARAGRAPH ON PAGE 22 THAT ALLMARINE HOPES TO OFFER
SERVICES SEPARATE FROM PHILTEX IN SIX TO 12 MONTHS. PLEASE RECONCILE THE
DISCLOSURES.
RESPONSE:
Beginning in approximately the 2nd quarter of 2006, the Company will
begin referring contracts and business to Philtex, after approximately six
to twelve months, the Company hopes to be able to actually perform the work
to be done on the contracts it receives, but will still use Philtex's
contracts and contacts to complete those contracts, after approximately
another six to twelve months after that, the Company hopes to be able to
terminate the Marketing Agreement and offer services totally separately
from Philtex. As suck, we have clarified the paragraphs to which you refer
to state:
"Additionally, we plan to terminate the Marketing Agreement in the
future, assuming we are able to establish relationships with government
bodies in certain Flag States, as well as establishing relationships with
insurance companies which provide marine insurance for hull and machinery,
protection and indemnity and cargo insurance, as well as contracts with
surveyors. We hope to have established these relationships within
approximately eighteen (18) to twenty-four (24) months, at which time we
plan to offer products and services SEPARATELY FROM Philtex and plan to
terminate the Marketing Agreement at that time, pursuant to the termination
provisions of the Marketing Agreement (described below under "Marketing
Agreement"). If we are able to offer services on our own and terminate the
Marketing Agreement, we will retain 100% of the revenues we receive, if
any. We plan to receive fees from our clients at the time we are engaged by
such clients."
And,
"In approximately six (6) to twelve (12) months, we hope to BE ABLE TO
offer services ON OUR OWN, USING ONLY PHILTEX'S CONTACTS, AND NOT REFER
SUCH BUSINESS DIRECTLY TO PHILTEX TO COMPLETE, at which time we WILL
receive 90% of the revenues received through such sales pursuant to the
Marketing Agreement."
5. WE NOTE THE DISCLOSURE IN SECTION 3(A) OF EXHIBIT 10.2 TO THE REGISTRATION
STATEMENT THAT PHILTEX OR ALLMARINE MAY ASSIGN THE MARKETING AGREEMENT.
EXPAND THE DISCLOSURE TO INCLUDE THE AMENDED MARKETING AGREEMENT'S
ASSIGNMENT PROVISION. FURTHER, ADVISE WHAT CONSIDERATION ALLMARINE HAS
GIVEN TO RISK FACTOR DISCUSSION OF THE ASSIGNMENT PROVISION.
The Company does not believe that the assignment provision of the
Amended Marketing Agreement warrants any addition disclosure in the
Prospectus, as the Company believes that this provision relates only to the
Amended Marketing Agreement, and not the original Marketing Agreement. As a
result, the Company does not believe that the fact that the Amended
Marketing Agreement contains assignability provisions has any effect on the
assignability of the provisions of the original Marketing Agreement.
PLAN OF OPERATION
- -------------------
6. REFER TO PRIOR COMMENT 8. DISCLOSURE IN THE THIRD PARAGRAPH ON PAGE 22 THAT
ALLMARINE HOPES TO OFFER SERVICES SEPARATE FROM PHILTEX IN SIX TO 12 MONTHS
IS INCONSISTENT WITH DISCLOSURE IN THE FIRST PARAGRAPH ON PAGE 23 THAT
ALLMARINE HAS PLANS TO GENERATE REVENUES SEPARATE FROM PHILTEX IN THE THIRD
OR FOURTH QUARTERS OF 2007. PLEASE RECONCILE THE DISCLOSURES.
We have revised the our disclosure to clarify and state the following:
"In approximately six (6) to twelve (12) months, we hope to BE ABLE TO
offer services ON OUR OWN, USING ONLY PHILTEX'S CONTACTS, AND NOT REFER
SUCH BUSINESS DIRECTLY TO PHILTEX TO COMPLETE, at which time we WILL
receive 90% of the revenues received through such sales pursuant to the
Marketing Agreement."
EXHIBITS
- --------
7. REFER TO PRIOR COMMENT 14. AS REQUESTED PREVIOUSLY, INCLUDE AN EXHIBIT
INDEX IMMEDIATELY BEFORE THE EXHIBITS FILED WITH THE REGISTRATION
STATEMENT. SEE RULE 102(D) OF REGULATION S-T.
We have included the Exhibit Index as you have requested.
EXHIBIT 23.1
- -------------
8. PLEASE MAKE ARRANGEMENTS WITH YOUR AUDITORS TO HAVE THEM REVISE THEIR
CONSENT TO REFER TO THE FORM SB-2, AS AMENDED.
The auditors consent has been revised to refer to the "amended Form
SB-2," as you have requested.
Very truly yours,
/s/ John S. Gillies
--------------------------
John S. Gillies
Associate
DAVID M. LOEV, ATTORNEY AT LAW