SEC Company Response from RECLAMATION CONSULTING & APPLICATIONS INC (CIK 0001100091) — Nov 23, 2005
RECLAMATION CONSULTING & APPLICATIONS INC (CIK 0001100091)
Date: Nov. 23, 2005 · CIK: 0001100091 · Accession: 0001013762-05-001673
AI Filing Summary & Sentiment
File numbers found in text: 000-29881
Referenced dates: November 2, 2005
Letter
Re: Reclamation Consulting and Applications, Inc. Preliminary Proxy Statement on Schedule 14A File No. 000-29881 Preliminary Proxy Statement filed July 22, 2005
RECLAMATION CONSULTING AND APPLICATIONS, INC. 23832 ROCKFIELD BOULEVARD, SUITE 275 LAKE FOREST, CALIFORNIA 92630
==============================================================
NOVEMBER 23, 2005
VIA EDGAR AND FEDERAL EXPRESS -----------------------------
Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549
Attn: Pamela A. Long, Assistant Director Division of Corporation Finance
Tamara Brightwell, Esq.
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the Commission as set forth in a comment letter dated November 2, 2005 (the "Comment Letter") relating to the Preliminary Proxy Statement on Schedule 14A (the "Proxy Statement") of Reclamation Consulting and Applications, Inc. (the "Company"). The answers set forth herein refer to each of the Staffs' comments by number.
We are filing herewith Amendment No. 2 to the Company's Proxy Statement.
PRE 14A FILED OCTOBER 21,2005 -----------------------------
Proposal 2, page 7 ------------------
1. Given that you are proposing to increase the number of authorized shares of common stock, some of which will be used to satisfy your obligations under the Securities Purchase Agreement, you should include the disclosure required by item 11 of Schedule 14A as to the secured convertible notes. See Note A of Schedule l4A. In this regard, we note your disclosure on pages eight and nine. Please confirm that you have provided all the information with respect to the convertible notes required by Item 11(b) of Schedule 14A, particularly with regard to Item 202 of Regulation S-B, or revise to include such information.
<PAGE> Securities and Exchange Commission November 23, 2005 Page 2 of 3
Additionally, Item 11(e) requires that you furnish the information required by Item 13(a) of Schedule 14A, including fmancial statements. Please revise. If you believe that you may incorporate this information by reference pursuant to Item 13(b), please revise the section "Annual Report on Form 10-KSB" on page 20 accordingly.
Response --------
We have revised our disclosure to incorporate by reference our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005 and our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005. In addition, we hereby confirm that we have provided all information required by Item 11 of Schedule 14A.
2. We note your response to prior comment three. On page nine, please clarify that some of the convertible notes and corresponding warrants have already been sold. State the estimated number of common shares that are issuable upon conversion of the notes and the exercise of the warrants that have already been sold. In addition, revise the language regarding your obligation to sell convertible notes and wariants "in the near future" to clarify, if true, that you have an obligation to sell convertible notes and warrants to the investors under the securities purchase agreement five days after the registration statement is declared effective. State the estimated number of common shares that will be issuable under the convertible notes and warrants sold after the registration statement is declared effective.
Response --------
We have revised our disclosure to state:
"As of November 23, 2005, we had $1,300,000 in secured convertible notes outstanding issued pursant to the Securities Purchase Agreement dated June 23, 2005 that may be converted into an estimated 33,911,570 shares of common stock at current market prices and outstanding warrants to purchase 5,200,000 shares of common stock issued pursant to the Securities Purchase Agreement dated June 23, 2005. Additionally, we have an obligation pursuant to the Securities Purchase Agreement dated June 23, 2005, to sell $700,000 in secured convertible notes within two days of this regisration statement being declared effective that may be converted into an estimated 18,260,076 shares of common stock at current market prices and issue warrants to purchase 2,800,000 shares of common stock in the near future."
3. We note the statement that secured convertible notes outstanding may be converted into an estimated 37,142,858 shares of common stock and that you have an obligation to sell secured convertible notes that may be converted into an estimated 20,000,000 shares of common stock. Please clarify whether the
<PAGE> Securities and Exchange Commission November 23, 2005 Page 3 of 3
37,142,858 shares underlying secured convertible notes include the shares underlying the notes issued pursuant to the securities purchase agreement. Clarify whether the estimated 20,000,000 additional shares to be issued underlie the secured convertible notes to be sold after the registration statement is declared effective. In this regard, see comment two above.
Response --------
We have revised our disclosure to indicate that the secured convertible notes that are convertible into 33,911,570 (formerly 37,142,858) shares of common stock were issued pursuant to the securities purchase agreement dated June 23, 2005. Furthermore, we have clarified our disclosure to indicate that the we have an obligation pursuant to the Securities Purchase Agreement dated June 23, 2005, to sell $700,000 in secured convertible notes within two days of the resale regisration statement being declared effective that may be converted into an estimated 18,260,076 (formerly 20,000,000) shares of common stock at current market prices.
We trust that the foregoing appropriately addresses the issues raised by your recent Letter of Comment. Thank you in advance for your prompt review and assistance.
Very truly yours,
/s/ GORDON DAVIES
-------------------
Gordon Davies
President
Show Raw Text
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RECLAMATION CONSULTING AND APPLICATIONS, INC.
23832 ROCKFIELD BOULEVARD, SUITE 275
LAKE FOREST, CALIFORNIA 92630
==============================================================
NOVEMBER 23, 2005
VIA EDGAR AND FEDERAL EXPRESS
-----------------------------
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Pamela A. Long, Assistant Director
Division of Corporation Finance
Tamara Brightwell, Esq.
Re: Reclamation Consulting and Applications, Inc.
Preliminary Proxy Statement on Schedule 14A
File No. 000-29881
Preliminary Proxy Statement filed July 22, 2005
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the
Commission as set forth in a comment letter dated November 2, 2005 (the "Comment
Letter") relating to the Preliminary Proxy Statement on Schedule 14A (the "Proxy
Statement") of Reclamation Consulting and Applications, Inc. (the "Company").
The answers set forth herein refer to each of the Staffs' comments by number.
We are filing herewith Amendment No. 2 to the Company's Proxy Statement.
PRE 14A FILED OCTOBER 21,2005
-----------------------------
Proposal 2, page 7
------------------
1. Given that you are proposing to increase the number of authorized
shares of common stock, some of which will be used to satisfy your
obligations under the Securities Purchase Agreement, you should include the
disclosure required by item 11 of Schedule 14A as to the secured
convertible notes. See Note A of Schedule l4A. In this regard, we note your
disclosure on pages eight and nine. Please confirm that you have provided
all the information with respect to the convertible notes required by Item
11(b) of Schedule 14A, particularly with regard to Item 202 of Regulation
S-B, or revise to include such information.
<PAGE>
Securities and Exchange Commission
November 23, 2005
Page 2 of 3
Additionally, Item 11(e) requires that you furnish the information required
by Item 13(a) of Schedule 14A, including fmancial statements. Please
revise. If you believe that you may incorporate this information by
reference pursuant to Item 13(b), please revise the section "Annual Report
on Form 10-KSB" on page 20 accordingly.
Response
--------
We have revised our disclosure to incorporate by reference our Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2005 and our
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005.
In addition, we hereby confirm that we have provided all information
required by Item 11 of Schedule 14A.
2. We note your response to prior comment three. On page nine, please
clarify that some of the convertible notes and corresponding warrants have
already been sold. State the estimated number of common shares that are
issuable upon conversion of the notes and the exercise of the warrants that
have already been sold. In addition, revise the language regarding your
obligation to sell convertible notes and wariants "in the near future" to
clarify, if true, that you have an obligation to sell convertible notes and
warrants to the investors under the securities purchase agreement five days
after the registration statement is declared effective. State the estimated
number of common shares that will be issuable under the convertible notes
and warrants sold after the registration statement is declared effective.
Response
--------
We have revised our disclosure to state:
"As of November 23, 2005, we had $1,300,000 in secured convertible notes
outstanding issued pursant to the Securities Purchase Agreement dated June
23, 2005 that may be converted into an estimated 33,911,570 shares of
common stock at current market prices and outstanding warrants to purchase
5,200,000 shares of common stock issued pursant to the Securities Purchase
Agreement dated June 23, 2005. Additionally, we have an obligation pursuant
to the Securities Purchase Agreement dated June 23, 2005, to sell $700,000
in secured convertible notes within two days of this regisration statement
being declared effective that may be converted into an estimated 18,260,076
shares of common stock at current market prices and issue warrants to
purchase 2,800,000 shares of common stock in the near future."
3. We note the statement that secured convertible notes outstanding may be
converted into an estimated 37,142,858 shares of common stock and that you
have an obligation to sell secured convertible notes that may be converted
into an estimated 20,000,000 shares of common stock. Please clarify whether
the
<PAGE>
Securities and Exchange Commission
November 23, 2005
Page 3 of 3
37,142,858 shares underlying secured convertible notes include the shares
underlying the notes issued pursuant to the securities purchase agreement.
Clarify whether the estimated 20,000,000 additional shares to be issued
underlie the secured convertible notes to be sold after the registration
statement is declared effective. In this regard, see comment two above.
Response
--------
We have revised our disclosure to indicate that the secured convertible
notes that are convertible into 33,911,570 (formerly 37,142,858) shares of
common stock were issued pursuant to the securities purchase agreement
dated June 23, 2005. Furthermore, we have clarified our disclosure to
indicate that the we have an obligation pursuant to the Securities Purchase
Agreement dated June 23, 2005, to sell $700,000 in secured convertible
notes within two days of the resale regisration statement being declared
effective that may be converted into an estimated 18,260,076 (formerly
20,000,000) shares of common stock at current market prices.
We trust that the foregoing appropriately addresses the issues raised by
your recent Letter of Comment. Thank you in advance for your prompt review and
assistance.
Very truly yours,
/s/ GORDON DAVIES
-------------------
Gordon Davies
President
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