SEC Comment Letter for NUVIM INC (CIK 0001170652) — May 12, 2005
NUVIM INC (CIK 0001170652)
Date: May 12, 2005 · CIK: 0001170652 · Accession: 0000000000-05-023533
AI Filing Summary & Sentiment
File numbers found in text: 333-120938
Referenced dates: April 28, 2005
Letter
MAIL STOP 05-11 May 12, 2005 Richard P. Kundrat, Chief Executive Officer NuVim, Inc. 12 North State Route 17 Paramus, NJ 07652
Re: NuVim, Inc. Registration Statement on Form SB-2 File No. 333-120938 Amendment Filed on May 4, 2005
Dear Mr. Kundrat:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Prospectus Summary, page 3
1. Please include a brief summary of the selling shareholders offering under this caption.
Risk Factors, page 7
2. As previously requested, please add as a risk factor the default information contained in the third through seventh paragraphs under Liquidity and Capital Resources.
3. Although the proceeds no longer include a substantial amount to be paid to related parties, the offering, indirectly, will continue to greatly benefit affiliates who will convert approximately $2 million of debt, mostly in default, to shares and reoffer them after the receipt of the firm commitment. We therefore continue to feel that the deleted risk factor is necessary to explain this.
Use of Proceeds, page 13
4. Please break-out amounts to be paid to related parties from the 22% allocated to "working capital".
Capitalization, page 14
5. We noted the pro forma as adjusted shares outstanding of $33 does not appear to reconcile to the pro forma as adjusted number of shares outstanding at the stated par value. Please revise.
Dilution, page 15
6. We note that your additional disclosure that original stockholders and stockholders who received stock-based compensation own an aggregate of 504,468 shares of your common stock. On page 22, your disclosure of "actual" shares outstanding is 414,073. The tables on both page 15 and 22 indicate that the remaining shares are a result of the conversions of debt and preferred stock. Please advise us of why the sum of original stockholders` shares and shares received from stock-based compensation does not equal the number of actual shares outstanding.
Business, page 24
7. We note your additional disclosure on page 31 in response to comment 14 of our letter dated April 28, 2005. Your revision does not match the statements made in your response letter. Please advise.
Principal Stockholders, page 44
8. Your disclosure regarding the beneficial ownership of Dick Clark and Stanley Moger in this section does not appear consistent with your disclosure on the alternate pages. Please advise.
Alternate Pages
9. It appears that six months following the date of this prospectus your financial condition may be substantially different. Please be aware that undertakings made in accordance with Item 512 of Regulation S-B will require post effective amendments to update the registration statement.
Financial Statements Note 19 - Subsequent Events B. Initial Public Offering, F-21
10. Please ensure that the information disclosed in the financial statements reconciles with the information disclosed in the registration statement. More specifically, the conversion of outstanding notes payable and accrued salaries disclosed here does not reconcile to the amounts disclosed in Pro Forma Financial Information on page 22. Please revise. Part II Exhibits
11. We note that the fundamental change in this amendment is that a large portion of your outstanding debt is being satisfied by your issuance of shares. If the agreement with the 14 individuals or entities is evidenced by a written agreement, please file it.
12. We note that the shares to be offered by selling shareholders registered by this registration statement will be locked up for six months. Please file the lockup agreement(s) controlling these shares.
13. Revise your legality opinion to indicate that it opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and all reported judicial decisions interpreting those laws.
Closing Comments
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Any questions regarding the financial statements may be directed to Angela Halac at (202) 551-3398. Questions on other disclosure issues may be directed to Duc Dang at (202) 551-3386. Sincerely,
John Reynolds, Assistant Director Office of Emerging Growth Companies
cc: Debra Weiner Fax #: (650) 323-1108 ??
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NuVim, Inc. Page 1 of 3
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MAIL STOP 05-11
May 12, 2005
Richard P. Kundrat, Chief Executive Officer
NuVim, Inc.
12 North State Route 17
Paramus, NJ 07652
Re: NuVim, Inc.
Registration Statement on Form SB-2
File No. 333-120938
Amendment Filed on May 4, 2005
Dear Mr. Kundrat:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Prospectus Summary, page 3
1. Please include a brief summary of the selling shareholders
offering under this caption.
Risk Factors, page 7
2. As previously requested, please add as a risk factor the
default
information contained in the third through seventh paragraphs
under
Liquidity and Capital Resources.
3. Although the proceeds no longer include a substantial amount to
be
paid to related parties, the offering, indirectly, will continue
to
greatly benefit affiliates who will convert approximately $2
million
of debt, mostly in default, to shares and reoffer them after the
receipt of the firm commitment. We therefore continue to feel
that
the deleted risk factor is necessary to explain this.
Use of Proceeds, page 13
4. Please break-out amounts to be paid to related parties from the
22% allocated to "working capital".
Capitalization, page 14
5. We noted the pro forma as adjusted shares outstanding of $33
does
not appear to reconcile to the pro forma as adjusted number of
shares
outstanding at the stated par value. Please revise.
Dilution, page 15
6. We note that your additional disclosure that original
stockholders
and stockholders who received stock-based compensation own an
aggregate of 504,468 shares of your common stock. On page 22,
your
disclosure of "actual" shares outstanding is 414,073. The tables
on
both page 15 and 22 indicate that the remaining shares are a
result
of the conversions of debt and preferred stock. Please advise us
of
why the sum of original stockholders` shares and shares received
from
stock-based compensation does not equal the number of actual
shares
outstanding.
Business, page 24
7. We note your additional disclosure on page 31 in response to
comment 14 of our letter dated April 28, 2005. Your revision does
not match the statements made in your response letter. Please
advise.
Principal Stockholders, page 44
8. Your disclosure regarding the beneficial ownership of Dick
Clark
and Stanley Moger in this section does not appear consistent with
your disclosure on the alternate pages. Please advise.
Alternate Pages
9. It appears that six months following the date of this
prospectus
your financial condition may be substantially different. Please
be
aware that undertakings made in accordance with Item 512 of
Regulation S-B will require post effective amendments to update
the
registration statement.
Financial Statements
Note 19 - Subsequent Events
B. Initial Public Offering, F-21
10. Please ensure that the information disclosed in the financial
statements reconciles with the information disclosed in the
registration statement. More specifically, the conversion of
outstanding notes payable and accrued salaries disclosed here does
not reconcile to the amounts disclosed in Pro Forma Financial
Information on page 22. Please revise.
Part II
Exhibits
11. We note that the fundamental change in this amendment is that
a
large portion of your outstanding debt is being satisfied by your
issuance of shares. If the agreement with the 14 individuals or
entities is evidenced by a written agreement, please file it.
12. We note that the shares to be offered by selling shareholders
registered by this registration statement will be locked up for
six
months. Please file the lockup agreement(s) controlling these
shares.
13. Revise your legality opinion to indicate that it opines upon
Delaware law including the statutory provisions, all applicable
provisions of the Delaware Constitution and all reported judicial
decisions interpreting those laws.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any questions regarding the financial statements may be
directed to Angela Halac at (202) 551-3398. Questions on other
disclosure issues may be directed to Duc Dang at (202) 551-3386.
Sincerely,
John Reynolds, Assistant
Director
Office of Emerging Growth
Companies
cc: Debra Weiner
Fax #: (650) 323-1108
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NuVim, Inc.
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