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SEC Company Response from Logistical Support, Inc (CIK 0001158486) — Jan 28, 2005

Logistical Support, Inc (CIK 0001158486)
Date: Jan. 28, 2005 · CIK: 0001158486 · Accession: 0001144204-05-002604

AI Filing Summary & Sentiment

File numbers found in text: 333-120520

Referenced dates: January 21, 2005

Date
January 28, 2005
Author
Jennifer A. Post, Esq., for
Form
CORRESP
Company
Logistical Support, Inc (CIK 0001158486)

Letter

January 28, 2005 Via Facsimile and Federal Express United States Securities and Exchange Commission Office of Corporation Finance 450 Fifth Street, N.W. Washington, D.C., 20549 Attention: Mr. Max A. Webb, Assistant Director, and Mr. Daniel Morris, Attorney-Advisor

Re: Logistical Support, Inc. Registration Statement on Form SB-2 File No. 333-120520, filed November 15, 2004

Dear Mr. Webb:

On behalf of Logistical Support, Inc. (the "Company"), we enclose for filing under the Securities Act of 1933, as amended, Amendment No. 2 to the above-referenced registration statement (the "Registration Statement") together with exhibits thereto.

Amendment No. 2 to the Registration Statement contains revisions that have been made in response to comments received from the staff ("Staff") of the Securities and Exchange Commission in their letter dated January 21, 2005. Set forth below is the Company's response to the Staff's comments. We have reproduced the Staff's comments in bold type and have followed each comment with our response. References in this letter to "we," "our" or "us" mean the Company or its advisors, as the context may require. Clean and marked copies of Amendment No. 2 to the Registration Statement are being provided supplementally with a copy of this letter for the convenience of the Staff.

1. Recent Developments, page 1

We note that on January 10, 2005 you filed an 8-K updating the status of your dispute with Triumph and Hill Aerospace and Defense. In your next amendment, please update this section to reflect any developments since the filing of Amendment No. 1.

In response to Staff's Comments, the Registration Statement has been revised in the Recent Developments Section, the Risk Factors Section and the Legal Proceedings Section.

<PAGE>

Office of Corporate Finance Securities and Exchange Commission Attn: Mr. Max A. Webb and Mr. Daniel Morris January 28, 2005 Page 2

2. We have recently been unable to rely upon payment by the United states government....deplete your available working capital, page 4.

We note your response to our prior comment 7. Please consider revising this section to include the sentence in your supplemental response to which begins "Past performance is a critical factor in being awarded government contracts...." In addition, we encourage you to clarity that the government does not provide any guidance as to why progress payments are delayed or denied.

In response to Staff's Comments we have added to the Registration Statement the noted sentence in our prior supplemental response and have clarified the lack of guidance provided by the United States government on this issue.

3. Repurchase Option Agreement, page 25.

Please consider revising the registration statement to disclose, if true, that you cancelled your arrangement with GCH.

In response to Staff's Comments, we have revised the Registration Statement.

4. Cash on hand, page 26.

We note your response to our prior comment 35. It appears that you have provided a forecast of your cash requirements through the end of 2005. Please revise to include as well as discussion of liquidity on a long-term basis, i.e., greater than one year.

In response to Staff's Comments, we have revised the Registration Statement to include the expanded discussion of liquidity.

5. Undertakings.

Please include the undertaking in 512(c) of Regulation S-B.

In response to Staff's Comments, we have revised the Registration Statement.

We hope that the information contained in this letter satisfactorily addresses the comments by the Staff. Please do not hesitate to contact the undersigned by telephone at (310) 208-1182, or by facsimile at (310) 208-1154.

Very Truly Yours,
By: /s/ Jennifer A. Post
----------------------------
Jennifer A. Post, Esq., for
Richardson & Patel LLP

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             RICHARDSON & PATEL LLP
                            10900 Wilshire Boulevard
                                    Suite 500
                              Los Angeles, CA 90024
                            Telephone (310) 208-1182
                            Facsimile (310) 208-1154

                                January 28, 2005

Via Facsimile and Federal Express
United States Securities and Exchange Commission
Office of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C., 20549

Attention:        Mr. Max A. Webb, Assistant Director, and
                  Mr. Daniel Morris, Attorney-Advisor

         Re:      Logistical Support, Inc.
                  Registration Statement on Form SB-2
                  File No. 333-120520, filed November 15, 2004

Dear Mr. Webb:

         On behalf of Logistical Support, Inc. (the "Company"), we enclose for
filing under the Securities Act of 1933, as amended, Amendment No. 2 to the
above-referenced registration statement (the "Registration Statement") together
with exhibits thereto.

         Amendment No. 2 to the Registration Statement contains revisions that
have been made in response to comments received from the staff ("Staff") of the
Securities and Exchange Commission in their letter dated January 21, 2005. Set
forth below is the Company's response to the Staff's comments. We have
reproduced the Staff's comments in bold type and have followed each comment with
our response. References in this letter to "we," "our" or "us" mean the Company
or its advisors, as the context may require. Clean and marked copies of
Amendment No. 2 to the Registration Statement are being provided supplementally
with a copy of this letter for the convenience of the Staff.

         1.       Recent Developments, page 1

         We note that on January 10, 2005 you filed an 8-K updating the status
         of your dispute with Triumph and Hill Aerospace and Defense. In your
         next amendment, please update this section to reflect any developments
         since the filing of Amendment No. 1.

                  In response to Staff's Comments, the Registration Statement
         has been revised in the Recent Developments Section, the Risk Factors
         Section and the Legal Proceedings Section.

<PAGE>

Office of Corporate Finance
Securities and Exchange Commission
Attn: Mr. Max A. Webb and Mr. Daniel Morris
January 28, 2005
Page 2

         2.       We have recently been unable to rely upon payment by the
                  United states government....deplete your available working
                  capital, page 4.

         We note your response to our prior comment 7. Please consider revising
         this section to include the sentence in your supplemental response to
         which begins "Past performance is a critical factor in being awarded
         government contracts...." In addition, we encourage you to clarity that
         the government does not provide any guidance as to why progress
         payments are delayed or denied.

                  In response to Staff's Comments we have added to the
         Registration Statement the noted sentence in our prior supplemental
         response and have clarified the lack of guidance provided by the United
         States government on this issue.

         3.       Repurchase Option Agreement, page 25.

         Please consider revising the registration statement to disclose, if
         true, that you cancelled your arrangement with GCH.

                  In response to Staff's Comments, we have revised the
         Registration Statement.

         4.       Cash on hand, page 26.

         We note your response to our prior comment 35. It appears that you have
         provided a forecast of your cash requirements through the end of 2005.
         Please revise to include as well as discussion of liquidity on a
         long-term basis, i.e., greater than one year.

                  In response to Staff's Comments, we have revised the
         Registration Statement to include the expanded discussion of liquidity.

         5.       Undertakings.

         Please include the undertaking in 512(c) of Regulation S-B.

                  In response to Staff's Comments, we have revised the
         Registration Statement.

                  We hope that the information contained in this letter
         satisfactorily addresses the comments by the Staff. Please do not
         hesitate to contact the undersigned by telephone at (310) 208-1182, or
         by facsimile at (310) 208-1154.

                                Very Truly Yours,

                                By: /s/ Jennifer A. Post
                                    ----------------------------
                                    Jennifer A. Post, Esq., for
                                    Richardson & Patel LLP

</TEXT>
</DOCUMENT>