SEC Comment Letter for MDWerks, Inc. (MDWK) (CIK 0001295514) (MDWK) — Dec 30, 2004
MDWerks, Inc. (MDWK) (CIK 0001295514)
Date: Dec. 30, 2004 · CIK: 0001295514 · Accession: 0000000000-04-042465
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE November 29, 2004 via U.S. mail Mr. Peter Banysch President Western Exploration 8400 East Crescent Pkwy #600 Greenwood Village, Colorado 90111
Re: Western Exploration Inc. Form SB-2 Dated August 11, 2004, as amended November 12, 2004
Dear Mr. Banysch:
We have reviewed your filing and related response letter and have the following comments. Our review of your filing was limited to the areas identified in the comments below. 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.
Financial Statements
General 1. Continue to monitor the requirement to update your financial statements, as indicated in Item 310(g) of Regulation S-B. 2. We note your response to prior comment 3. We also note that you have removed the statement of operations for the period from inception through December 31, 2003. Please revise your filing to include a statement of operations for the period from inception through December 31, 2003. Refer to Item 310(a) of Regulation S-B for further guidance. 3. We reissue prior comment 4 with respect to your notes to the interim financial statements for the period ended June 30, 2004 and your notes to the audited financial statements for the period ended December 31, 2003.
Engineering Comments
Risk Factors, page 2 4. Add a Marketing Risk factor that clearly and succinctly states, the company does not have any specific knowledge of the limestone or industrial materials markets in the Frazer Valley or British Columbia, Canada. Further, clarify that the present limestone or industrial materials usage is unknown and future projections of growth are assumptions. In addition, clearly disclose that the product specifications for the limestone or industrial materials have not been researched and the present pricing structure for the same is not known.
Description of Business, page 7 5. In the first paragraph, clearly disclose that the company cannot declare reserves until a bankable feasibility study is completed. In addition, this reserve declaration will require that a formal purchasing contract be in place for the majority of the quarry production. Also, disclose that a business plan does not demonstrate any "quality" of the cost estimates employed or identify professional responsibility for cost-production estimates. Disclose that a business plan should not be confused with or substituted for, a scoping study, a preliminary feasibility study, or a feasibility study, which are quality documents in regards to productive capabilities and cost estimates. 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 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.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
? should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
? the company may not assert this action 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.
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.
You may contact April Sifford at (202) 942-2983 if you have questions regarding the first three comments of this letter. You may contact Roger Baer at (202) 942-2965 if you have questions regarding the engineering comments and related matters. For all other disclosure questions, please contact Carrie Darling at (202) 942- 2972, or in her absence, you may contact 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
November 29, 2004
via U.S. mail
Mr. Peter Banysch
President
Western Exploration
8400 East Crescent Pkwy #600
Greenwood Village, Colorado 90111
Re: Western Exploration Inc.
Form SB-2
Dated August 11, 2004, as amended November 12, 2004
Dear Mr. Banysch:
We have reviewed your filing and related response letter and
have the following comments. Our review of your filing was
limited
to the areas identified in the comments below. 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.
Financial Statements
General
1. Continue to monitor the requirement to update your financial
statements, as indicated in Item 310(g) of Regulation S-B.
2. We note your response to prior comment 3. We also note that
you
have removed the statement of operations for the period from
inception through December 31, 2003. Please revise your filing
to
include a statement of operations for the period from inception
through December 31, 2003. Refer to Item 310(a) of Regulation S-B
for further guidance.
3. We reissue prior comment 4 with respect to your notes to the
interim financial statements for the period ended June 30, 2004
and
your notes to the audited financial statements for the period
ended
December 31, 2003.
Engineering Comments
Risk Factors, page 2
4. Add a Marketing Risk factor that clearly and succinctly states,
the company does not have any specific knowledge of the limestone
or
industrial materials markets in the Frazer Valley or British
Columbia, Canada. Further, clarify that the present limestone or
industrial materials usage is unknown and future projections of
growth are assumptions. In addition, clearly disclose that the
product specifications for the limestone or industrial materials
have
not been researched and the present pricing structure for the same
is
not known.
Description of Business, page 7
5. In the first paragraph, clearly disclose that the company
cannot
declare reserves until a bankable feasibility study is completed.
In
addition, this reserve declaration will require that a formal
purchasing contract be in place for the majority of the quarry
production. Also, disclose that a business plan does not
demonstrate
any "quality" of the cost estimates employed or identify
professional
responsibility for cost-production estimates. Disclose that a
business plan should not be confused with or substituted for, a
scoping study, a preliminary feasibility study, or a feasibility
study, which are quality documents in regards to productive
capabilities and cost estimates.
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 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action 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.
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.
You may contact April Sifford at (202) 942-2983 if you have
questions regarding the first three comments of this letter. You
may
contact Roger Baer at (202) 942-2965 if you have questions
regarding
the engineering comments and related matters. For all other
disclosure questions, please contact Carrie Darling at (202) 942-
2972, or in her absence, you may contact the undersigned at (202)
942-1870.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
(732) 577-1188
April Sifford
Roger Baer/George Schuler
Carrie Darling
Barry Stem
??
??
??
??
Western Exploration
8400 East Crescent Pkwy #600
Greenwood Village, Colorado 90111
page 3
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