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SEC Comment Letter for MAVERICK OIL & GAS, INC. (CIK 0001193159) — Jul 29, 2005

MAVERICK OIL & GAS, INC. (CIK 0001193159)
Date: July 29, 2005 · CIK: 0001193159 · Accession: 0000000000-05-039064

AI Filing Summary & Sentiment

Date
April 7, 2005
Author
Assistant Director
Form
UPLOAD
Company
MAVERICK OIL & GAS, INC. (CIK 0001193159)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE April 7, 2005 via U.S. mail V. Ray Harlow Chief Executive Officer Maverick Oil and Gas, Inc. 1314 Las Olas Blvd., Suite 803 Fort Lauderdale, FL 33301

Re: Maverick Oil and Gas, Inc. Preliminary Information Statement on Schedule 14C Filed March 21, 2005 File No. 0-50428

Dear Mr. Harlow:

This is to advise you that we have conducted a limited review of the above preliminary information statement 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.

1. We note your disclosure that you would like to increase the number of authorized shares of your common stock to provide you with available shares to pursue future transactions or "business needs." We also note that in your 8-K dated March 10, 2005, you state that your recent acquisition, Hurricane Energy, LLC, "is in active discussions regarding a number of potential property acquisitions." Do you plan to issue your shares of common stock in any such transactions? If so, please disclose those arrangements. In addition, do you have any other current plans, proposals or arrangements, written or otherwise to engage in any business or investment opportunity with your shares of common stock at this time? If so, please disclose and if not, please state that you have no such plans, proposals or arrangements written or otherwise at this time. 2. Refer to SEC Release 34-15230 and ensure you are in compliance with the release. 3. In addition, we note your disclosure in the last sentence of the second paragraph of the section entitled "Potential Anti-Takeover Effect of the Amendment." Please also inform holders that management might use the additional shares to resist or frustrate a third- party transaction providing an above-market premium that is favored by a majority of the independent shareholders. 4. What other provisions of your articles, bylaws, employment agreements or credit agreements have material anti-takeover consequences? Are there any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences? We note your disclosure that you do not currently contemplate recommending the adoption of other amendments to your articles of incorporation that could be construed as affecting the ability of third parties to take you over.

Closing Comments

As appropriate, please amend your filing 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 urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

Please contact Carrie Darling, Staff Attorney, at (202) 942- 2972 with any questions. If you require further assistance, you may contact Tangela Richter, Legal Branch Chief at (202) 942-1837 or, the undersigned at (202) 942-1870.

Sincerely,
H. Roger Schwall
Assistant Director

Show Raw Text
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

      April 7, 2005

via U.S. mail

V. Ray Harlow
Chief Executive Officer
Maverick Oil and Gas, Inc.
1314 Las Olas Blvd., Suite 803
Fort Lauderdale, FL 33301

Re:	Maverick Oil and Gas, Inc.
Preliminary Information Statement on Schedule 14C
Filed March 21, 2005
File No.  0-50428

Dear Mr. Harlow:

	This is to advise you that we have conducted a limited review
of
the above preliminary information statement 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.

1. We note your disclosure that you would like to increase the
number
of authorized shares of your common stock to provide you with
available shares to pursue future transactions or "business
needs."
We also note that in your 8-K dated March 10, 2005, you state that
your recent acquisition, Hurricane Energy, LLC, "is in active
discussions regarding a number of potential property
acquisitions."
Do you plan to issue your shares of common stock in any such
transactions?  If so, please disclose those arrangements.  In
addition, do you have any other current plans, proposals or
arrangements, written or otherwise to engage in any business or
investment opportunity with your shares of common stock at this
time?
If so, please disclose and if not, please state that you have no
such
plans, proposals or arrangements written or otherwise at this
time.
2. Refer to SEC Release 34-15230 and ensure you are in compliance
with the release.
3. In addition, we note your disclosure in the last sentence of
the
second paragraph of the section entitled "Potential Anti-Takeover
Effect of the Amendment."  Please also inform holders that
management
might use the additional shares to resist or frustrate a third-
party
transaction providing an above-market premium that is favored by a
majority of the independent shareholders.
4. What other provisions of your articles, bylaws, employment
agreements or credit agreements have material anti-takeover
consequences?  Are there any plans or proposals to adopt other
provisions or enter into other arrangements that may have material
anti-takeover consequences?  We note your disclosure that you do
not
currently contemplate recommending the adoption of other
amendments
to your articles of incorporation that could be construed as
affecting the ability of third parties to take you over.

Closing Comments

      As appropriate, please amend your filing 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Carrie Darling, Staff Attorney, at (202) 942-
2972 with any questions. If you require further assistance, you
may
contact Tangela Richter, Legal Branch Chief at (202) 942-1837 or,
the
undersigned at (202) 942-1870.

						Sincerely,

						H. Roger Schwall
						Assistant Director

cc:	C. Darling
      via facsimile
Stephen Cohen
      Maverick Oil and Gas, Inc.
	(F) (215) 545-2862

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Maverick Oil and Gas, Inc.
April 7, 2005
page 1

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