SEC Company Response from CTT INTERNATIONAL DISTRIBUTORS INC. (CIK 0001106285) — Aug 9, 2005
CTT INTERNATIONAL DISTRIBUTORS INC. (CIK 0001106285)
Date: Aug. 9, 2005 · CIK: 0001106285 · Accession: 0001104540-05-000163
AI Filing Summary & Sentiment
File numbers found in text: 333-124286
Referenced dates: May 25, 2005
Letter
Attention: Geoffrey Ossias Direct: 604.648.0527 E-mail: rene@rhdlawcorp.com August 8, 2005 Matter No.: 5003-002
Dear Mr. Ossias:
Re: CTT International Distributors Inc. (the “Company”)
1st Amendment to Form SB-2 - Registration Statement
File No. 333-124286
Filed: April 25, 2005
Further to your comment letter dated May 25, 2005, enclosed for filing are copies each of the following documents:
1.
Form SB-2/A - 1st Amendment (in triplicate);
2.
Redlined Form SB-2/A (in triplicate); and
3.
this comment letter (in duplicate).
Also, I confirm that I have filed these documents via EDGAR.
The following are the responses to those comments. For convenience, the number of each response refers to the number of the comment in your letter.
General
1.
The MD&A and financial statements have been updated to reflect first quarter results.
2.
The requested disclosure has been added. See “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” on page 47 of the courtesy copy and page 64 of the EDGAR copy.
3.
The Company is not a blank check company. Section 7(b)(3) of the Securities Act of 1933, as amended (the “Act”) defines the term “blank check company” to mean, any development stage company that is issuing a penny stock that, “(A) has no specific plan or purpose, or (B) has indicated that its business plan is to merge with an unidentified company or companies.” The Company has a specific plan and purpose. Its business purpose is to engage in e-commerce. Its specific plan is to buy and take possession of excess electronic and computer inventory for resale and to facilitate the sale of merchandise of other retailers, cataloguers or manufacturers through its website. In Securities Act Release No. 6932, which adopted rules relating to blank check offerings, the Commission stated in II. DISCUSSION OF THE RULES, A. Scope of Rule 419, that, “Rule 419 does not apply to offerings by small businesses ... where a detailed plan of business is developed .... Likewise, start-up companies with specific business plans are not subject to Rule 419, even if operations have not commenced at the time of the offering.” If start-up companies were subject to Rule 419, all start-up businesses, would be considered blank check companies. Further, the Company has not indicated in any manner whatsoever, that it plans to merge with an unidentified company or companies. Its plan, again, is to engage in the business of e-commerce.
- 1
As a matter of law, the Company is not a blank check company as defined in section 7(b)(3) of the Act and is not subject to the provisions or Rule 419 of the Act.
4.
The Company will not use any gatefold information in the printed prospectus.
Outside Front Cover of Prospectus
5.
The requested revision has been made. See the top of the cover page on page 3 of the Form SB-2/A.
6.
The disclosure has been updated. See page 3 of the Form SB–2/A.
Summary of offering
7.
The Company has made the conforming changes throughout the prospectus to reflect changes in the summary and risk factors.
8.
The requested amendment has been made. See the last paragraph under “CTT’s business” on page 6.
9.
The requested disclosure has been added to the prospectus. See the table under “Summary of Offering” on page 5 and “Determination of Offering Price” at the top of page 15.
10.
The Company has amended the capitalized terms to better comply with the plain English standards throughout the prospectus. Also, the company has removed any reference to any business partner throughout the prospectus.
11.
The prospectus has been revised as requested. See “Summary of Offering” on page 5 and “Description of Business” beginning on page 28.
Risk Factors
12.
The requested and material risk factors have been added. See “Risk Factors” beginning on page 6.
a.
The requested risk factor has been added. See Risk Factor #8 on page 9.
b.
Management does not believe that the provisions in its constating documents dealing with transfer restrictions need to be disclosed as a material risk. Any transfer restriction needs to comply with the Company’s Certificate of Incorporation and with the governing laws. Also, any restrictions that the directors impose on the shares must be stamped on the share certificate as a legend.
c.
The Company does not have a physical plant or a warehouse. See “Fulfillment Business” on page 29, which has been amended to reflect this. As for any risk associated with loss of inventory, management believes that this risk is minimal as a majority of its sales are processed through a Fulfillment Associate and the inventory is never delivered to the Company, but instead is delivered directly to the customer.
d.
The risk related to the Company’s reliance on a few products and the terms of its accounts payable have been added. See Risk Factor #10 on page 9. The Company has confirmed that it currently does not have any accounts payable outstanding nor is it party to any supply or license agreements.
e.
The requested risk factor has been added. See Risk Factors #14 and #15 on page 10.
f.
The requested risk factor has been added. See Risk Factor #16 on page 11. Management does not believe there is a material risk related to refunds as the Company has the right to return inventory for a period of one year. Also, management believes that the collectibility of accounts payable is not a material risk at this time as there no material defaults or past due amounts for the accounts payable or accrued liabilities.
- 2
g.
Management does not believe that there is a risk related to competition with its suppliers. The Company has no manufacturers or licensors that it relies upon. As for suppliers, the Company currently relies on one supplier, LTP Tech. See Risk Factor #10 on page 9 for disclosure on this reliance. Management has confirmed that the Company has no agreements with its supplier.
h.
The requested risk factor has been added. See Risk Factors #6 and #7 on page 8.
i.
The requested risk factor has been added. See Risk Factor #19 on page 12.
13.
The requested disclosure has been added as Risk Factor #6. See Rick Factor #6 on page 8.
CTT is an initial development stage company and may not be able to continue..., page
14.
The disclosure has been revised as requested. See Risk Factor #1 on page 6.
CTT lacks an operating history..., page 6
15.
The requested disclosures have been made. See Risk Factor #2 on page 7.
CTT is relatively new to the internet marketplace..., page 7
16.
The disclosure has been amended as requested. See Risk Factor #3 on page 7.
CTT does not have sufficient funds..., page 7
17.
The requested disclosures have been added. See Risk Factor #4 on page 7.
Failure to successfully compete..., page 7
18.
The disclosure has been deleted and the risk factor has been amended. See Risk Factor #5 on page 8. The Company has removed the reference to its rank in the market as the Company is unable to determine its rank at this time.
Since CTT’s success depends upon..., page 8
19.
This risk factor has been amended. All references to Tiger Ventures has been removed. Mr. Sankhala is no longer employed by Tiger Ventures. Tiger Ventures shut down operations at the end of July 2005. See Risk Factor #6 on page 8.
Security of online transactions...page 11
20.
The requested disclosure has been made. See Risk Factor #16 on page 11. The Company has confirmed that the data security has never been compromised. The security measures taken by the Company include only allowing Amit Sankhala, the president of the Company, access to the confidential data and access to the Company’s server via secured password. Also, none of the confidential payment information is accessible via the Website as it is e-mailed or faxed directly to the Company.
If and when CTT’s shares of common...,page 9
21.
The requested disclosure has been made. See Risk Factor #19 on page 12.
Because CTT’s sole officer and director will own more than 50%..., page
22.
The requested amendments to the disclosure have been added. See
Show Raw Text
CORRESP
1
filename1.htm
Corresp
Sebastian Gibson
Sebastian Gibson
2
1
2005-08-06T16:48:00Z
2005-08-06T16:48:00Z
45
24863
141723
Paladin Global Group, Ltd
1181
283
174045
9.2720
R.H.
Daignault Law Corporation
1100
Melville Street, 6th
Floor
Vancouver,
B.C., V6E 4A6, Canada
Tel:
604.648.2511
Fax: 604.664.0671
MAIL
STOP 4561
VIA
COURIER
U.S.
Securities and Exchange Commission
450
Fifth Street, NW
Washington,
DC
20549
Attention:
Geoffrey Ossias
Phone:
(202) 551-3404
Direct:
604.648.0527
E-mail:
rene@rhdlawcorp.com
August
8, 2005
Matter
No.: 5003-002
Dear
Mr.
Ossias:
Re:
CTT
International Distributors Inc. (the “Company”)
1st
Amendment to Form SB-2 - Registration Statement
File
No. 333-124286
Filed:
April 25, 2005
Further
to your comment letter dated May 25, 2005, enclosed for filing are
copies each
of the following documents:
1.
Form
SB-2/A - 1st
Amendment (in triplicate);
2.
Redlined
Form SB-2/A (in triplicate); and
3.
this
comment letter (in duplicate).
Also,
I
confirm that I have filed these documents via EDGAR.
The
following are the responses to those comments. For convenience, the
number of
each response refers to the number of the comment in your letter.
General
1.
The
MD&A and financial statements have been updated to reflect first
quarter results.
2.
The
requested disclosure has been added. See “Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure” on page 47 of the
courtesy copy and page 64 of the EDGAR
copy.
3.
The
Company is not a blank check company. Section 7(b)(3) of
the Securities
Act of 1933, as amended (the “Act”) defines the term “blank check company”
to mean, any development stage company that is issuing a
penny stock that,
“(A) has no specific plan or purpose, or (B) has indicated
that its
business plan is to merge with an unidentified company or
companies.” The
Company has a specific plan and purpose. Its business purpose
is to engage
in e-commerce. Its specific plan is to buy and take possession
of excess
electronic and computer inventory for resale and to facilitate
the sale of
merchandise of other retailers, cataloguers or manufacturers
through its
website. In Securities Act Release No. 6932, which adopted
rules relating
to blank check offerings, the Commission stated in II. DISCUSSION
OF THE
RULES, A. Scope
of Rule 419,
that, “Rule 419 does not apply to offerings by small businesses
... where
a detailed plan of business is developed .... Likewise, start-up
companies
with specific business plans are not subject to Rule 419,
even if
operations have not commenced at the time of the offering.” If start-up
companies were subject to Rule 419, all start-up businesses,
would be
considered blank check companies. Further, the Company has
not indicated
in any manner whatsoever, that it plans to merge with an
unidentified
company or companies. Its plan, again, is to engage in the
business of
e-commerce.
Corresp
- 1
As
a
matter of law, the Company is not a blank check company as defined
in section
7(b)(3) of the Act and is not subject to the provisions or Rule 419
of the
Act.
4.
The
Company will not use any gatefold information in the printed
prospectus.
Outside
Front Cover of Prospectus
5.
The
requested revision has been made. See the top of the cover
page on page 3
of the Form SB-2/A.
6.
The
disclosure has been updated. See page 3 of the Form
SB–2/A.
Summary
of offering
7.
The
Company has made the conforming changes throughout the prospectus
to
reflect changes in the summary and risk
factors.
8.
The
requested amendment has been made. See the last paragraph
under “CTT’s
business” on page 6.
9.
The
requested disclosure has been added to the prospectus. See
the table under
“Summary of Offering” on page 5 and “Determination of Offering Price” at
the top of page 15.
10.
The
Company has amended the capitalized terms to better comply
with the plain
English standards throughout the prospectus. Also, the company
has removed
any reference to any business partner throughout the
prospectus.
11.
The
prospectus has been revised as requested. See “Summary of Offering” on
page 5 and “Description of Business” beginning on page
28.
Risk
Factors
12.
The
requested and material risk factors have been added. See
“Risk Factors”
beginning on page 6.
a.
The
requested risk factor has been added. See Risk Factor #8
on page 9.
b.
Management
does not believe that the provisions in its constating documents
dealing
with transfer restrictions need to be disclosed as a material
risk. Any
transfer restriction needs to comply with the Company’s Certificate of
Incorporation and with the governing laws. Also, any restrictions
that the
directors impose on the shares must be stamped on the share
certificate as
a legend.
c.
The
Company does not have a physical plant or a warehouse. See
“Fulfillment
Business” on page 29, which has been amended to reflect this. As for
any
risk associated with loss of inventory, management believes
that this risk
is minimal as a majority of its sales are processed through
a Fulfillment
Associate and the inventory is never delivered to the Company,
but instead
is delivered directly to the
customer.
d.
The
risk related to the Company’s reliance on a few products and the terms of
its accounts payable have been added. See Risk Factor #10
on page 9. The
Company has confirmed that it currently does not have any
accounts payable
outstanding nor is it party to any supply or license
agreements.
e.
The
requested risk factor has been added. See Risk Factors #14
and #15 on page
10.
f.
The
requested risk factor has been added. See Risk Factor #16
on page 11.
Management does not believe there is a material risk related
to refunds as
the Company has the right to return inventory for a period
of one year.
Also, management believes that the collectibility of accounts
payable is
not a material risk at this time as there no material defaults
or past due
amounts for the accounts payable or accrued
liabilities.
Corresp
- 2
g.
Management
does not believe that there is a risk related to competition
with its
suppliers. The Company has no manufacturers or licensors
that it relies
upon. As for suppliers, the Company currently relies on one
supplier, LTP
Tech. See Risk Factor #10 on page 9 for disclosure on this
reliance.
Management has confirmed that the Company has no agreements
with its
supplier.
h.
The
requested risk factor has been added. See Risk Factors #6
and #7 on page
8.
i.
The
requested risk factor has been added. See Risk Factor #19
on page
12.
13.
The
requested disclosure has been added as Risk Factor #6. See
Rick Factor #6
on page 8.
CTT
is an initial development stage company and may not be able to continue...,
page
6
14.
The
disclosure has been revised as requested. See Risk Factor
#1 on page
6.
CTT
lacks an operating history..., page 6
15.
The
requested disclosures have been made. See Risk Factor #2
on page
7.
CTT
is relatively new to the internet marketplace..., page 7
16.
The
disclosure has been amended as requested. See Risk Factor
#3 on page
7.
CTT
does not have sufficient funds..., page 7
17.
The
requested disclosures have been added. See Risk Factor #4
on page
7.
Failure
to successfully compete..., page 7
18.
The
disclosure has been deleted and the risk factor has been
amended. See Risk
Factor #5 on page 8. The Company has removed the reference
to its rank in
the market as the Company is unable to determine its rank
at this
time.
Since
CTT’s success depends upon..., page 8
19.
This
risk factor has been amended. All references to Tiger Ventures
has been
removed. Mr. Sankhala is no longer employed by Tiger Ventures.
Tiger
Ventures shut down operations at the end of July 2005. See
Risk Factor #6
on page 8.
Security
of online transactions...page 11
20.
The
requested disclosure has been made. See Risk Factor #16 on
page 11. The
Company has confirmed that the data security has never been
compromised.
The security measures taken by the Company include only allowing
Amit
Sankhala, the president of the Company, access to the confidential
data
and access to the Company’s server via secured password. Also, none of the
confidential payment information is accessible via the Website
as it is
e-mailed or faxed directly to the
Company.
If
and when CTT’s shares of common...,page 9
21.
The
requested disclosure has been made. See Risk Factor #19 on
page
12.
Because
CTT’s sole officer and director will own more than 50%..., page
10
22.
The
requested amendments to the disclosure have been added. See