SEC Comment Letter for AMERICAN INTERNATIONAL HOLDINGS CORP. (AMIH) (CIK 0001300524) — Sep 7, 2004
AMERICAN INTERNATIONAL HOLDINGS CORP. (AMIH) (CIK 0001300524)
Date: Sept. 7, 2004 · CIK: 0001300524 · Accession: 0000000000-04-028479
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Mail Stop 0511 September 7, 2004
Gary D. Woerz, President and Chief Financial Officer
Unlimited Coatings Corporation
601 Cien Street, Suite 235
Kemah, TX 77565
Re: Unlimited Coatings Corporation.
Registration Statement on Form 10-SB
File No. 0-50912
Filed August 24, 2004
Dear Mr. Woerz:
A preliminary review of your registration statement has been
done and we have the following comments.
Part I
1. Disclose under appropriate caption, any prior blank check
experiences involving officers and directors of the company. Describe
in column format the name of each company. Include the date of
registration and file number with the Commission and the current
status of the company`s filings. Also, state whether any
acquisitions, business combinations, or mergers are pending, have
occurred and the current operating status of each. Any additional
material disclosure should be included.
Part II
2. Also, we direct your attention to the letter of January 21, 2000 to
Mr. Ken Worm, Assistant Director of the OTC Compliance Unit at NASD.
This letter indicates our view that the securities issued by a blank
check company cannot be resold under Rule 144 but must be registered
under the Securities Act of 1933. Amend the registration statement
throughout to make the appropriate additions to conform to this
comment.
No further review of your filing will be made at this time. You are
requested to file an amendment on Form 10SB12G/A to include the
necessary information within fifteen business days, or inform the
staff prior to that time when the amendment will be made.
Other
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. 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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 our review of your filing or in response to our
comments on your filing.
*******
Please be advised that your registration statement will
automatically become effective 60 days after filing. Upon
effectiveness, you will become subject to the reporting requirements
of the Securities Exchange Act of 1934, even if we have not cleared
your comments. Note that the NASD Bulletin Board will not accept your
listing until we have cleared all comments. In the event that it
appears that you will not be able to respond by the 60th day, you may
wish to consider withdrawing your registration statement and refilling
when you have prepared a response to our comments. In addition,
should the filing become effective in its present form the Division
would be required to consider what recommendation, if any, it should
make to the Commission.
Any questions on the above matters may be directed to the
undersigned at (202) 942-2999 or Goldie B. Walker at (202) 942-1986.
Sincerely,
John D. Reynolds, Assistant Director
Office of Emerging Growth Companies
Gary D. Woerz, President and Chief Financial Officer
Unlimited Coatings Corporation
September 7, 2004
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