JA Energy
4800 W. Dewey Drive
Las Vegas, NV 89118
Telephone: (702) 358-8775
December 22, 2010
VIA EDGAR TRANSMISSION AND OVERNIGHT MAIL
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U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Mr. Hagen J. Ganem, Staff Attorney
Re: JA Energy
Amendment No. 3 to Form S-1
Filed December 10, 2010
File No.: 333-169485
Dear Mr. Ganem:
On behalf of JA Energy (the "Company"), we are hereby responding to the
letter, dated December 20, 2010 (the "Comment Letter"), from the Staff (the
"Staff") of the Securities and Exchange Commission (the "Commission") with
respect to the Company's Registration Statement on Form S-1/A (File No.
333-169485) (the "Registration Statement"). In response to the Comment
Letter and to update certain information in the Registration Statement, the
Company is filing with the Commission today Amendment No. 4 to the
Registration Statement (the "Amendment"). We are sending you a marked copy
for your review.
For ease of reference, set forth below are the comments of the Staff with
respect to the Registration Statement. The Company's response is set forth
below each comment.
General
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1. In connection with future amendments, please be sure to EDGAR-file a
marked version of the filing to show the changes made to the filing.
Please refer to Rule 310 of Regulation S-T.
Response: We respectfully note the Staff's comment. When we file our
related correspondence to the comment letter, we will file an attached
marked copy in PDF format.
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Business Description, Page 26
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Sales and Marketing, page 30
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2. We note your response to comment nine in our letter dated December 6,
2010, as well as your revised and expanded disclosure. It is still
unclear, however, how your program will increase nutrition and the
production of produce in inner cities. Please revise your disclosure to
clarify the relationship between your program and these outcomes. In
addition, assuming the existence of the preceding relationship, please
clarify whether it is your expectation that charities would then qualify
for Inner City Foods Program grants that they could use to purchase MDUs
and feedstock. Your current disclosure is still vague as to the
connections between your inner city program and the government programs
that you reference.
Response: We respectfully note the Staff's comment. We agree that our
business plan does not concern the development of programs to increase
nutrition and production of produce in the inner cities. Therefore, we have
eliminated the nutrition commentary and Inner City Food Program under "Sales
and Marketing" on the bottom of page 32.
Legal Proceedings, page 38
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3. We note your response to comment 11 in our letter dated December 6, 2010,
as well as your revised and expanded disclosure. Your revised disclosure
suggests that you are negotiating to purchase the MDU and its related
rights from Green Global Systems, Inc. for $94,000 because to do so would
be cheaper than to independently re-develop and build the MDU yourself,
not because you or Mr. Lusk is subject to adverse claims that you are
trying to settle to avoid litigation. If this characterization is
accurate, please tell us why you have provided this disclosure in your
legal proceedings section and stated that "it could lead to the
commencement of legal proceedings." As you have described it, this
negotiation sounds more like the acquisition of a business asset rather
than the settlement of a legal dispute. If you continue to believe that
this negotiation could give rise to legal proceedings, please clarify for
us, in detail, the basis of the claims that you believe might be asserted
and revise your disclosure accordingly.
Response: Based on your analysis, we agree that the MDU technology is
considered an acquisition of a business asset rather than the settlement of a
legal dispute. There is no pending dispute, claim or proceeding. Since JA
Energy does not own the patent or technology, there is no potential claim
against the Company. For this reason, we have removed this reference from
the Legal Proceedings sections, on page 38 as well as the reference in the
Financial Footnotes.
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Certain Relationships and related Transactions, page 44
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4. We note your response to comment 13 in our letter dated December 6, 2010.
Based on your revised disclosure and your response, it appears to us that
Mr. Lusk would have an indirect material interest in any transaction
between you and Green Global Systems, LLC because Mr. Lusk is your chief
executive officer and the owner of 50% of Green Global Systems, LLC.
Please refer to Item 404(a) and (d) of Regulation S-K. Accordingly,
please revise your disclosure to include the MDU transaction that you are
negotiating with Green Global Systems, LLC.
Response: We also agree that Mr. Lusk would have an indirect material
interest in any transaction between JA Energy and Green Global Systems, LLC.
We have revised our disclosure under "Certain Relationships and Related
Transactions," on page 44 to include the MDU transaction that we are
negotiating with Green Global Systems, LLC.
Financial Statements, page 64
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5. Please take note of the financial statement updating requirements set
forth in Rule 8-08 of Article 8 of Regulation S-X. In this regard, we
note that it appears that your current financial statements will become
stale after January 12, 2010.
Response: We respectfully note the Staff's comment. We will make sure that
we comply with Rule 8-08 of Article 8 of Regulation S-X with regards to
updating our financials in our S-1/A registration statement.
Mr. Ganem, per our response in an earlier correspondence, we have also added
a record date in the registration statement on page 1 (fourth paragraph);
page 4, (second full paragraph); page 5 (first full paragraph); page 7 (third
paragraph); page 8 (first paragraph); page 47 (first paragraph); and, page 49
(third paragraph)
We hope our responses satisfactorily address your comments. We appreciate
your help with this registration statement as we moved through the comment
phase. Your comments and insights have been very helpful.
Further, on behalf of the company, we acknowledge that:
o the company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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Respectfully submitted,
JA Energy
By: /s/ James Lusk
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James Lusk
Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
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