SecProbe.io

CORRESP
1
filename1.htm

Response letter

 KLETT ROONEY LIEBER & SCHORLING

 40TH FLOOR,
ONE OXFORD CENTRE

 PITTSBURGH, PENNSYLVANIA 15219-6498

 Telephone: (412) 392-2000

 Jay L. Panzarella

 (412) 392-2002

 FACSIMILE: (412) 392-2128

 E-MAIL: jlpanzarella@klettrooney.com

 December 17, 2004

 VIA CERTIFIED MAIL

 RETURN RECEIPT REQUESTED

 H. Christopher Owings

 U.S. Securities and
Exchange Commission

 Washington, D.C. 20549

Re:
Shiwana, Inc.

         Registration Statement on Form SB-2

         Commission File No. 333-118255

 Dear Mr. Owings:

 On behalf of my client, Shiwana, Inc. (the
“Company”), this letter is in response to your comment letter dated September 15, 2004. The Company has reviewed the comments and have amended its registration statement in response to the comments. For your convenience, please find
enclosed a marked copy of the amendment which highlights the changes to the amended registration statement. Additionally, this letter provides the SEC’s original comment along with the Company’s responses to each of the comments. We look
forward to working with you to resolve any comments.

 GENERAL

 1. We note your disclosure on the cover page of the registration
statement that you may issue New Distribution Shares in connection with business acquisitions. General Instruction A.1. limits the use of Form SB-2 to the registration of securities to be sold “for cash.” To the extent that you intend to
register securities to be issued in connection with business acquisitions, you should file a registration statement on Form S-1 or Form S-4. See Service Corporation International no-action letter (December 2, 1995). Please revise the registration
statement to remove securities that you had intended to register for issuance in connection with business combinations.

 The Company has removed the prospect of issuing any shares to be issued in connection with a business acquisition. In the event the Company intends to
register securities to be issued in connection with business acquisitions, the

 H. Christopher Owings

 December 17, 2004

 Page 2 of 22

Company will file a registration statement on Form S-1 or Form S-4. The registration statement has been revised to reflect the foregoing.

 2. Please tell us supplementally how you will comply with Rule 3a4-1 of
the Securities Exchange Act of 1934 in connection with the offering of these securities.

 The officers and directors of the Company and any other associated person will fully comply with Rule 3a4-1 of the Securities Exchange Act of 1934. Such persons: (1) will not be subject to a statutory
disqualification at the time of his or her participation; (2) will not be compensated in connection with his or her participation; (3) will not at the time of his or her participation be an associated person of a broker or dealer; and (4) will
restrict his or her participation as required by Rule 3a4-1(a)(4).

 COVER PAGE

 3. Please avoid
reliance on defined terms like those in the introductory paragraph on page 4 and the definitions listed for terms on pages 9-10. The meanings of the terms you use should be clear from context. If they are, you do not need the definitions. If they
are not, you should revise to use terms that are clear. Please see Updated Staff Legal Bulletin No. 7 (June 7, 1999) sample comments 3 and 5.

 4. Please limit your cover page to one page. See Item 501 (a)(5) of Regulation S-B.

 In response to comments 3 and 4, please note that the revised prospectus does not rely on defined terms and the cover
page is one page.

 5. We note that you have arbitrarily
set the offering price for your shares. Please specify here what that price is.

 Please note that the cover page has been revised to state that the price of the stock sold by the Company pursuant to this offering is $1.80.

 6. Please specify the page number where the risk factor section appears in the prospectus.
See Item 501(a)(5) of Regulation S-B.

 Please note that
the cover page has been revised to specify the page number where the risk factor section appears in the prospectus.

 7. Please specify the date when the offering will end in accordance with Item 501(a)(9)(iii) of Regulation S-B. Also, provide the disclosure required by Item
501(a)(9)(ii) and (iv).

 Please note that the
information requested has been added to the cover page.

 H. Christopher Owings

 December 17, 2004

 Page 3 of 22

 8. Advise us of your intentions regarding the timing for seeking an OTC Bulletin Board listing. If you have not
applied for listing, so state here and throughout the registration statement. We may have further comments.

 The Company intends to list their shares on the OTC Bulletin Board following registration. However, the Company has not applied for a listing and no
market maker has yet been engaged with respect to the Company’s stock. Please note that statements to this effect have been added to the cover page and the beginning of the prospectus. Please also note that in Section 1.2 “Summary of the
Offering” the OTC Bulletin Board is labeled as the Proposed Trading Market; the risk factor set forth in 2.5(A) references the fact that the Company has not yet sought a market maker nor made application for an OTC Bulletin Board
listing; Section 11.1 states that the Company anticipates applying for a listing on the OTC Bulletin Board but there is no assurance that the Company’s shares will trade on the OTC Bulletin Board; and Section 17.4 states that the Company will
seek a market maker to sponsor its stock on the OTC Bulletin Board and application will be made to list the share on the OTC Bulletin Board but no market maker has yet undertaken to sponsor the Company’s stock on the OTC Bulletin Board and it
is not certain as to whether the Company will be successful in endeavoring to have its shares listed on the OTC Bulletin Board.

 PROSPECTUS SUMMARY, PAGE 6

9. Clarify that this section is a summary of the “material” information from the prospectus.

 The prospectus summary is a summary of the material information from the
prospectus and the prospectus summary has been revised to specifically indicate such. Please note the addition of the word “material” in the first sentence of the prospectus summary.

 10. Make clear throughout the summary and the registration statement that you are
currently in the development stage, you have had no revenues to date, you have not fmalized the development of your proposed Customer Relationship Management solutions, you have “no experience in developing and marketing such service software
programs” as disclosed on page 18 and you have not yet hired any software programmers who are experienced in this field as disclosed on page 18. Given that you are in the early, development stages of the proposed business and that you do not
have experience in this area, it does not seem appropriate to refer to the CRM market size here or elsewhere in the registration statement. Please revise the registration statement. Clarify throughout whether the software solutions you intend to
provide have been completed or not. In many instances, it appears that you have finalized the software solutions yet disclosure elsewhere indicates that you have not.

 Please note that this modification has been made throughout the prospectus.

 H. Christopher Owings

 December 17, 2004

 Page 4 of 22

 11. Please provide us a copy of the IDC report you cite. Please clearly mark the sections of the report that
support the statistics mentioned.

 Please note that all
references to the IDC report in the prospectus have been removed.

 12.
We note your reference to a 2003 survey of Chief Information Officers. Is this survey publicly available? Please provide us a copy of the survey and mark the sections that support the information mentioned in the registration statement. We note,
however, that this disclosure and the IDS report appear to be inappropriate since the company has not yet developed any CRM solutions.

 Please note that all references to the 2003 survey of Chief Information Officers and the IDC report have been removed from the prospectus.

 Similarly, you should remove statements regarding your intention to
“lead the industry transformation” and that you plan to be a “leading provider of Sales Execution Solutions” given that you have no experience in this area. Provide the basis for your statement that you will “[p]rovide high
return on investment through increased sales.” Elsewhere in the registration statement, you have indicated that you expect to be a “key thought leader” and that you will market your solutions to the largest Fortune 500 corporations.
It is unclear how you can support these statements since you have not developed any CRM solutions. Please revise or advise.

 Please note that the prospectus has been revised to remove all of the foregoing statements.

 SUMMARY OF THE OFFERING,
PAGE 8

 13. We note that you intend to use the New
Distribution Shares in exchange for non-cash consideration. Please elaborate on the types of services that shares will be exchanged for and discuss the contracts for the provision of intangible property rights. Also, explain how will you place
value, on the non-cash consideration.

 The discussion
of the offering price of the new distribution shares in the Summary of the Offering has been revised to clarify that shares may be delivered in exchange for non-cash consideration. The Company currently has not identified any persons to whom
the Company will provide shares in exchange for services, nor has the Company identified any specific services or property that the Company intends to acquire in exchange for the Company’s shares. Please also note that the potential types of
services have been elaborated and the revised section includes a statement that the value of the non-cash consideration shall be reasonably determined by the

 H. Christopher Owings

 December 17, 2004

 Page 5 of 22

Board of Directors of the Company based upon the Directors’ reasonable determination of the relative market value of such
consideration.

 THE COMPANY,
PAGE 8

 14. We note your statement that the information
appearing on your website is not part of this prospectus. Please confirm, supplementally, that any material information about the company included on your website is also included in this prospectus.

 The Company believes that any material information about the Company
which is included on its website is also included in its prospectus.

 OFFERING PERIOD, PAGE 9

 15. Supplementally advise us whether the offering termination date of December 31, 2004 is firm or will depend upon the date on which you clear comments.

 The prospectus has been revised to change the offering termination date to September 30, 2005. Additionally, please be
advised that the offering termination date is not firm and will depend on the date the Company clears comments.

 NET PROCEEDS, PAGE 9

 16. In addition to stating your expectations regarding sales of securities for consideration other than cash, you also should make clear that you may not sell the
maximum number of New Distribution Shares.

 The Net
Proceeds paragraph of Section 1.2 “Summary of the Offering” has been revised to state that the Company may not sell the maximum number of new distribution shares in this offering.

 RISK FACTORS, PAGE 10

 17. We note the statement appearing in the first paragraph under this caption that there
may be additional risks that are not disclosed. All material risks to the company and investors should be identified and fully discussed in the risk factors section. Please clarify that all material risks have been disclosed or revise
accordingly.

 All material risks which are known to the
Company have been disclosed in the risk factors section.

 18. Please revise your risk factor subheadings to concisely state the specific material risk each risk factor presents to your company or investors and the consequences should that risk factor occur. Avoid simply referring to a fact
about your company or a future event in your

 H. Christopher Owings

 December 17, 2004

 Page 6 of 22

subheadings. Stating that the risk may “adversely affect” or “significantly harm” your business or cause your business to
“suffer” does not adequately address the potential consequences.

 We have attempted to address the SEC’s concern with respect to this comment. However, it is accurate to state that the occurrence of a specific risk will have adverse effects on the Company’s business. It
is impossible and potentially misleading to attempt to elaborate on the effects of certain specific risks without engaging in an exercise in speculation. In some instances, there can be little more description of the consequences of the risk. For
example, in risk factor 2.3(D), a failure to establish significant sales will, in fact, impede the development of revenues. A failure to successfully market the products and services of the Company will, in fact, significantly harm the business of
the Company.

 In those circumstances where the impact
of the occurrence of the risk can not be precisely described or limited to specific situations, we have offered examples of the effect of the risk. For example, in 2.3(E) an uninsured loss will certainly have a negative impact on the business, but
it is impossible to identify the specific impact of such a loss without speculating as to the cause or nature of the uninsured loss. It appears reasonable and clear that an uninsured loss of any type would be negative for the business.

 19. Please revise your risk factors to eliminate language such as
“we cannot assure you” or “we cannot be certain.” The real risk is the circumstances you describe, not your inability to give assurances or predict with certainty. Also revise the risk factors to eliminate any language that
mitigates the risk included in the risk factor. For example, in risk factor 2.3(D), you should delete the introductory phrase that states “[a]lthough we will engage software programmers who are experienced in the utility software program
market.” This disclosure is more appropriate in the business section. Revise the risk factors throughout to delete mitigating language.

 Please note that the language indicating assurances or predictions you reference has been removed throughout the risk factors along with language that
mitigates risk.

 20. Please relocate the risk factors
regarding the risks associated with your financial position and the development stage risks to the forepart of the risk factor disclosure.

 Please note that the risk factors associated with the Company’s financial position and development stage have been moved to the forepart of the
risk factor disclosure.

 H. Christopher Owings

 December 17, 2004

 Page 7 of 22

 21. Please include a risk factor indicating that your selling shareholders are registering for resale all of their
shares which constitutes substantially all of the outstanding shares of the company. Disclose the effect this will have on the price of company shares. Also, place this risk factor in the forepart of the risk factor disclosure.

 Please note that a risk factor regarding this topic has been added as
Section 2.1(B).

 UNLESS WE
CAN ESTABLISH SIGNIFICANT SALES OF OUR SALES EXECUTION .., PAGE 12

 22. You mention that you have had one customer. Did you receive any revenues from this
customer?

 Although planned principal operations have
not commenced, the Company billed and collected $1,800 from an outside, third party for consultation services provided through June 30, 2004. The Company deemed the revenue collected from these services to be immaterial to the overall financial
statements, and the Company netted the cash collections against operating expenses incurred for financial statement presentation. The Company has reclassified this $1,800 to revenue in financial statements included in the prospectus.

 As of September 30, 2004, the Company has provid