SEC Company Response from Genesis Electronics Group, Inc. (CIK 0001302913) — Jul 26, 2005
Genesis Electronics Group, Inc. (CIK 0001302913)
Date: July 26, 2005 · CIK: 0001302913 · Accession: 0001014897-05-000074
AI Filing Summary & Sentiment
File numbers found in text: 333-118993
Referenced dates: July 15, 2005
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<TYPE>CORRESP
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<FILENAME>filename1.txt
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Jody M. Walker
Attorney At Law
7841 South Garfield Way
Centennial, Colorado 80122
Telephone: 303-850-7637 Facsimile: 303-220-9902
jmwalker85@earthlink.net
July 25, 2005
Thomas A. Jones
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Pricester.com, Inc.
Amendment 9 to Registration Statement on
Form SB-2
File No. 333-118993
Dear Mr. Jones:
If possible, please review the proposed responses to comments 3 and 4
of the comment letter dated July 15, 2005.
Third Party Providers
3. The amount of revenue received from the relationship with World
Choice has been disclosed. Additionally, the commission discussion
has been revised to eliminate the complex tables and provide a concise
description of the terms. As a result or the revisions, no examples
have been added.
- Commissions. Pricester Nevada shall earn
commissions for each sale of a product or service made by
an end user through World Choice's Reservation Services
via online and, if available, via the customer call
concept. We shall receive commission payments from
World Choice based on a varying percentage commission
structure ranging from:
- 2.5% to 5% of net gross sales for last minute deals
and custom trip reservation services;
- 30% to 60% of the fees World Choice collects or 6%
to 10% of net gross sales for hotel bookings depending on
the type of booking; and
- set commissions ranging from $5.00 to $7.50 for
air, golf, cruise, travel insurance reservation services
and 50% of the fees World Choice collects for car rental.
To date, Pricester Nevada has not received any
commissions under this agreement. The travel sector is
not our main focus and will require target marketing to
travel consumers that is not yet in place. There can be
no assurance that World Choice will not terminate the
agreement due to the lack of commissions. Management is
of the opinion that a termination of this agreement would
not have a material negative effect on revenues and that
similar terms could be obtained with other reservation
services companies.
Certain Relationships and Related Transactions
4. A description of the organizational and developmental services to
be provided has been included. The reference to the value of the
services has been deleted and the disclosure revised as follows.
In July 2004, Pricester Nevada entered into an Agreement
for Lock-Up and Issuance of Shares with Dennis Jordan, a
former officer and director of Pricester Nevada and James
DePelisi, a consultant to Pricester Florida, whereby
Messrs. Jordan and DePelisi each agreed to a one year
lockup of 95,000 common shares from the effective date of
this registration statement and Pricester Nevada agreed
to issue 250,000 common shares each to Messrs. Jordan and
Depelisi individually for organizational and
developmental services to be provided upon completion of
this offering. These services include but are not
limited to assistance in:
- recruitment and supervision of professionals
- strategic corporate planning
- contract negotiations, and
- corporate governance and regulatory compliance
On April 1, 2005, Joe Puentes transferred a total of
500,000 Pricester Nevada common shares held by him on
behalf of Pricester Nevada to Messrs. Jordan and Depelisi
for no consideration. Due to the issuance, Pricester
Nevada's accounts payable will be reduced by the value of
the services to be provided, estimated at approximately
$100,000 or $.20 per common share transferred by Mr.
Puentes.
Thank you for your time and consideration in this matter. Please do
not hesitate to contact me if you require any further information or
documentation regarding the above.
Very truly yours,
/s/Jody M. Walker
------------------------------------
Jody M. Walker, Attorney At Law
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