WINROCK INTERNATIONAL, INC.
C/O WILLIAM TAY
P.O. BOX 42198
PHILADELPHIA, PA 19101
TEL/FAX: (917) 591-2648 * E-MAIL: WTAY@56K.NET
July 28, 2009
VIA EDGAR TRANSMISSION
Attention: Nandini Acharya, Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 4720
100 F Street, N.E.
Washington, D.C. 20549
Re: Winrock International, Inc. (the "Company")
Registration Statement on Form 10-12G, filed June 17, 2009
File No. 000-53702
Dear Mr. Riedler:
The Company has filed its first amendment (Amendment) to its Form 10
Registration Statement on the EDGAR system. The changes are made in response to
Staff comments. The paragraph numbers below correspond to the numbered comments
in your July 14, 2009 Comment Letter, followed by our response to such comment.
Form 10-12G
General
1. Please update the discussion throughout the document to the most recent
date practicable.
Response: We have updated the discussion throughout the document to the date
of the Amendment filing.
2. Please note that your Form 10 will become effective by operation of law
60 days after the date filed pursuant to Section 12(g)(1) of the
Securities Exchange Act of 1934. If you have not resolved all
outstanding comments within this 60 day period, you should consider
withdrawing the Form 10 prior to the end of the 60 day period and filing
a new Form 10 that includes changes responsive to any outstanding
comments. Additionally, please note that the effectiveness of your Form
10 will commence your reporting obligations as a registrant under
Section 12(g) of the Securities Exchange Act of 1934.
Response: The Staff's comment is noted.
3. Please note that where we provide examples to illustrate what we mean by
our comments, they are examples and not exhaustive lists. If our
comments are applicable to portions of the filing that we have not cited
as examples, make the appropriate changes in accordance with our
comments.
Response: The Staff's comment is noted.
4. You are encouraged to provide your Internet website address, if
applicable.
Response: We don't have an Internet website address.
5. Please insert page numbers in your next amendment of the filing.
Response: We have added page numbers in the Amendment filing.
6. Please file as exhibits any written agreements with William Tay related
to the issuance of 31,340,000 shares of common stock to Mr. Tay,
including any founder's stock purchase agreement or similar arrangement.
Response: We have filed as Exhibit 10.1 in the Amendment filing (in page 34),
a copy of a Share Issuance Letter Agreement between Mr. Tay and Winrock
International, Inc.
Item 1. Description of Business
Business of Issuer
7. Please delete the second sentence of the second paragraph in this
section which states your principal business objective will be to
achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. This sentence suggests that
you currently have an active, income-generating business and therefore a
choice between continuing to generate short-term earnings or pursuing a
longer-term acquisition strategy.
Response: We have deleted that sentence.
Potential Target Companies
8. In this section, you disclosed that the analysis of new business
opportunities will be undertaken "by or under the supervision of the
officers and directors of the Company." As you only have one officer and
director, Mr. Tay, please revise this statement to indicate that your
sole officer and director, Mr. Tay, will evaluate acquisition
candidates. Please similarly revise any other references to officers and
directors throughout your filing. We also note that you refer in this
section to acquisition candidates possibly desiring to retain one or
more members of management. As there is only one member of management,
please revise this statement to indicate that such acquisition
candidates may desire to retain Mr. Tay. Please similarly revise other
statements throughout the filing that refer to management in the plural
form to refer directly to Mr. Tay.
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Response: We have revised (in page 4 of this section, 2nd full paragraph) to
state that our sole officer and director, Mr. Tay, will be the person
evaluating acquisition candidates, and also revised all references to "officers
and directors" to Mr. Tay. We have also revised to state that acquisition
candidates may desire to retain Mr. Tay instead of to "one or more members of
management." In addition, we have disclosed that all references to our
management are to Mr. Tay.
Reports to Security Holders
9. The address of the SEC has changed to 100 F Street, N.E., Washington
D.C. 20549. Please revise your disclosure regarding the SEC Public
Reference Room accordingly.
Response: We have revised to correct the address of the SEC's Public Reference
Room (in page 6 of the last paragraph).
Item 1A. Risk Factors
"There may be conflicts of interest between our management and our non-
management stockholders"
10. Please identify the other blank check companies your sole officer and
director is involved with and any specific conflicts of interest.
Response: We have disclosed under a new risk factor (in page 7, 4th
paragraph), the names of the other blank check companies and the possible
conflicts of interest in that these companies may seek to take advantage of the
same business opportunity.
11. Explain your process for handling conflicts of interest given that you
currently only have one director and officer.
Response: Under a new risk factor, as mentioned above (in page 7, 4th
paragraph), we have disclosed that Mr. Tay will work to address conflicts of
interest in a manner that does not have negative impact on us or our
stockholders. We have also disclosed (in page 15, after the 4th paragraph)
under a new subheading entitled "Conflicts of Interest," in "Item 5 - Directors
and Executive Officers" section, how we and the other shell companies in which
Mr. Tay is affiliated are presented with business opportunities.
"Our management intends to devote only a limited amount of time..."
12. Please state how many hours Mr. Tay currently devotes to your company
each week and identify his other business activities.
Response: We have disclosed (in page 8, 5th paragraph) that Mr. Tay currently
devotes 10 hours per week to our affairs, and that he has outside business
activities, mainly managing his own private investments.
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"We will de deemed a blank check company under Rule 419..."
13. Please expand this risk factor to discuss your obligation under Rule 419
to file a post-effective amendment to your registration statement
publicly offering securities if, during any period in which offers or
sale are being made under such registration statement, a significant
acquisition become probable.
Response: We have revised this section to expand the discussion of Rule 419
(in page 11 of the last paragraph).
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of
Operation.
14. We note that you "will be able to meet these costs through the use of
funds in our treasury." Please clarify what is meant by this statement.
We note that you have no cash on hand as of April 30, 2009.
Response: We have revised (in page 12, 2nd paragraph of this section) to state
that we will be able to meet these costs with additional money contributed by
our sole officer and director, Mr. Tay.
Item 4. Security Ownership of Certain Beneficial Owners and Management
15. Please update the principal stockholders table to be as of the most
recent practicable date and please state this date in your next
amendment.
Response: We have updated (in pages 13 to 14) the principal stockholders table
as of July 24, 2009, and have disclosed this date in the Amendment filing.
16. Please delete the last sentence of this section which references "each
of the shareholders named in this table" as you only have one
shareholder.
Response: We have deleted that sentence in the Amendment filing.
Item 5. Directors, Executive Officers, Promoters and Control Persons
17. Please specify whether Mr. Tay was self-employed as a consultant during
the past five years or, if he worked for another entity, please identify
that entity and the dates of employment.
Response: We have revised this section (in page 14) to expand the biographical
sketch of Mr. Tay for the past five years, to include companies and/or
organizations in which he was involved with and the dates of employment.
18. Please state the authorized number of directors of your company.
Response: We have disclosed in the Amendment filing (in page 15, 4th
paragraph) that the authorized number of directors for the Company is currently
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one, and that the authorized number of directors may be either increased or
decreased from time to time by resolutions of the board of directors, but shall
never be less than one.
Item 7. Certain Relationships and Related Party Transactions, and Director
Independence
19. Please include the disclosure required under Item 404(b) regarding your
policies and procedures for review, approval or ratification of related
party transactions. Discuss your process for evaluating such
transactions given that you currently have only one director and
officer.
Response: We have disclosed (in page 16 of the 5th paragraph of this section)
that we do not currently have any formal written policies or procedures for the
review, approval, or ratification of any related party transaction, although we
intend to adopt a related party transaction policy in the future.
20. Please disclose the dollar amount of incorporation and organizational
fees Mr. Tay paid on behalf of the company.
Response: We have disclosed (in page 16 of the 1st paragraph of this section)
the dollar amount of the incorporation and organizational fees in the Amendment
filing.
21. Please revise the last sentence of the second paragraph of this section
which states that the company will not have any expenses until the
consummation of a transaction to clarify that the company will have
expenses but that Mr. Tay will pay for such expenses in his personal
capacity. Please revise your disclosure to clarify whether the company
will pay or give any further compensation or consideration to Mr. Tay
for advancing funds to pay for additional expenses as incurred. Please
also state whether these arrangements regarding the future financing of
the company are memorialized in any written document, agreement or
contract. If so, please identify the written document, agreement or
contract, briefly describe the material terms and file such document,
agreement or contract as an exhibit to your filing pursuant to the
requirements of Regulation S-K, Item 601(b)(10).
Response: We have revised to disclose (in page 16 of the 2nd paragraph of this
section) that Mr. Tay has orally agreed to take responsibility for all expenses
incurred by our company, without interest or further compensation or
consideration, provided that he is an officer and director of our company when
the obligation is incurred. There is no written agreement for this. We have
also disclosed that we have expenses but Mr. Tay will pay for such expenses in
his personal capacity.
Financial Statements
Notes to Financial Statements, page F-6
Note 4. Shareholder's Equity
22. Please tell us and disclose how you determined the value of the 31
million shares issued to fund organizational start-up costs.
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Response: We have disclosed that upon formation (in page 32 of Note 4), we
issued 31,340,000 shares of common stock to our founding shareholder in
exchange for incorporation fees of $89, annual resident agent fees in the State
of Delaware for $50, and developing our business concept and plan valued at
$2,995 to a total sum of $3,134.
Closing Comments
Response: In response to your Closing Comments, we acknowledge to the
Commission that:
- the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
- 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
- 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.
We trust that you will find the foregoing responsive to the comments of the
Staff. Comments or questions regarding this letter may be directed to the
undersigned.
Respectfully yours,
Winrock International, Inc.
/s/ William Tay
-----------------------------------------
By: William Tay
Title: President and Director
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