SEC Company Response from NSM Holdings, Inc. (CIK 0001302947) — Jul 8, 2005
NSM Holdings, Inc. (CIK 0001302947)
Date: July 8, 2005 · CIK: 0001302947 · Accession: 0001104540-05-000141
AI Filing Summary & Sentiment
File numbers found in text: 333-120993
Referenced dates: July 7, 2005
Letter
Attention: Song Brandon Phone: (202) 551-3621 July 8, Matter No.: 4007-004
Dear Ms. Brandon:
Re: NSM Holdings, Inc. (the “Company”)
4th Amendment to Form SB-2 - Registration Statement
File No. 333-120993
Filed: December 3,
Further to your comment letter dated July 7, 2005, enclosed for filing are copies each of the following documents:
1.
Form SB-2/A - 4th Amendment (in triplicate);
2.
the redlined pages of the Form SB-2/A (in triplicate); and
3.
this comment letter (in duplicate).
Also, I confirm that I have filed these documents via EDGAR.
Critical Accounting Policies
1.
The Company has confirmed to me that the one account receivable representing 94% of all receivables on February 28, 2005 has been paid in full. The unaffiliated entity paid $4,420 on March 15, 2005 and the balance of $4,420 on April 20, 2005. At the time of the preparation of the financial statements, the Company and its auditor were aware of the fact that the account receivable had been collected and this is the reason that there was no allowance for bad debts. Also, the Company has confirmed to be that its sales payment terms are net 30 days.
Independent Auditor’s Report
2.
I confirm that the auditor’s report has been amended as requested.
I trust the above to be satisfactory. If you have any questions or require anything further please give me a call.
Yours truly,
R. H. Daignault Law Corp
Per: /s/ Rene Daignault
Rene Daignault
/rd
Enclosures
c: client
EXHIBIT
SB2/A4
Revision Tag Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
Amendment #4
Registration Statement under the Securities Act of
NSM Holdings, Inc.
(Name of small business issuer in its charter)
Delaware
98-0425713
(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)
Suite 210D, 8351 Alexandra Road, Richmond, British Columbia, V6X 3P3, Canada
604.671.8780
(Address and telephone number of principal executive offices)
Rene Daignault
Melville Street, 6th Floor, Vancouver, British Columbia, V6E 4A6, Canada
604.648.0527
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: [ X ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
SB2/ - 1 - A4
CALCULATION OF REGISTRATION FEE
Securities to be registered
Amount to be registered
Offering price
per share
Aggregate
offering price
Registration Fee (1)
shares of common stock to be offered by NSM
2,500,000
$0.10
$250,000
$31.68
shares of common stock to be offered by selling stockholders
945,000
$0.10
$94,500
$11.97
TOTAL
3,445,000
$344,500
$43.65
(1) Estimated solely for purposes of calculating the registration fee under Rule 457(c) of the Securities Act of 1933.
The Registrant amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment that specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement will become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
SB2/ - 2 - A4
Preliminary Prospectus
NSM Holdings, Inc.
3,445,000 shares of common stock
NSM Holdings, Inc. (“NSM”) is offering up to 2,500,000 shares of common stock on a self underwritten basis. The offering price is $0.10 per share and the maximum amount to be raised is $250,000. NSM intends to offer the 2,500,000 shares through its sole officer and director to investors, both inside and outside the United States. There will be no underwriter or broker/dealer involved in the transaction and there will be no commissions paid to any individuals from the proceeds of this sale.
The offering by NSM is being conducted on a best efforts basis. There is no minimum number of shares required to be sold by NSM. All proceeds from the sale of these shares will be delivered directly to NSM and will not be deposited in any escrow account. If the entire 2,500,000 shares of common stock are sold, NSM will receive gross proceeds of $250,000 before expenses of approximately $37,600. NSM plans to end the offering on September 30, 2005. However, NSM may, at its discretion, end the offering sooner or extend the offering until December 31, 2005. No assurance can be given on the number of shares NSM will sell or even if NSM will be able to sell any shares.
In addition, this prospectus relates to the resale of up to 945,000 shares of common stock by selling stockholders. The selling stockholders may sell their common stock from time to time in private negotiated transactions. The selling stockholders, other than NSM’s president, will offer or sell shares of NSM’s common stock at $0.10 per share unless and until the offering price is changed by subsequent amendment to this prospectus, or when NSM’s shares of common stock become listed or quoted on a securities market. Should NSM’s shares of common stock become listed or quoted, selling stockholders may then sell their shares at prevailing market prices or privately negotiated prices. NSM’s president will offer and sell his shares of common stock at $0.10 per share unless and until the offering price is changed by subsequent amendment to this prospectus. NSM will not receive any proceeds from the sale of the shares of common stock by the selling stockholder. However, NSM will pay for the expenses of this offering and the selling stockholders’ offering.
There is no public market for the shares of common stock of NSM.
A purchase of NSM’s common stock is highly speculative and investors should not purchase shares of NSM’s common stock unless they can afford to lose their entire investment. Investing in NSM’s common stock involves risks. See “Risk Factors” starting on page for factors to be considered before investing in NSM’s shares of common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It is illegal to tell you otherwise.
The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
If NSM changes the fixed offering price, it will file an amendment to the registration statement.
The date of this prospectus is __________________.
Subject to completion.
SB2/ - 3 - A4
Table of Contents
SUMMARY OF OFFERING
RISK FACTORS
USE OF PROCEEDS
DETERMINATION OF OFFERING PRICE
DILUTION
PLAN OF DISTRIBUTION
NSM’s Offering
Stockholder’s Offering
LEGAL PROCEEDINGS
MANAGEMENT
EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PRINCIPAL STOCKHOLDERS
DESCRIPTION OF SECURITIES
DESCRIPTION OF BUSINESS
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
DESCRIPTION OF PROPERTY
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
EXPERTS
FINANCIAL STATEMENTS
Financial Statements as of February 28, (unaudited) and May 31, 2004 (audited)
SB2/ - 4 - A4
SUMMARY OF OFFERING
NSM’s business
NSM is a Delaware company that operates through its wholly-owned subsidiary, Northern Star Distributors Ltd. NSM is in the e-commerce business and provides products and services for model ship enthusiasts, offering its products and services to the internet consumer through its website www.northernstarmall.com.
NSM is a holding company incorporated under the laws of the State of Delaware on April 8, 2004. NSM has one subsidiary, Northern Star Distributors Ltd. (“Northern Star”), which is the operating company and was incorporated under the laws of the Province of British Columbia on April 8, 2004.
NSM’s administrative and operational office is located at Suite 210D, 8351 Alexandra Road, Richmond, British Columbia, V6X 3P3, Canada, telephone (604) 681-8780. NSM’s registered statutory office is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. NSM’s fiscal year end is May 31.
The offering: Following is a brief summary of this offering:
Securities being offered
2,500,000 shares of common stock (maximum) offered by the Company
945,000 shares of common stock offered by the selling stockholders
Number of shares outstanding before the offering
3,445,000 shares of common stock
Number of shares outstanding after the offering
5,945,000 shares of common stock, assuming all offered shares are sold.
Offering price per share
$0.10 per share
Net Proceeds to NSM
$250,000, assuming all offered shares are sold
Use of proceeds
Project development, including projects to develop and populate the website and to
increase traffic to the website
Marketing, including the creation of a marketing strategy for the website and products
Repayment of debt
Working capital
SB2/ - 5 - A4
Selected Financial Data (audited)
The following financial information summarizes the more complete historical, audited, and unaudited financial information provided in this registration statement.
Show Raw Text
CORRESP
1
filename1.htm
corresp
R.H.
Daignault Law Corporation
1100
Melville Street, 6th
Floor
Vancouver,
B.C., V6E 4A6, Canada
Tel:
604.648.2511
Fax:
604.664.0671
MAIL
STOP 6010
Direct:
604.648.0527
E-mail:
rene@rhdlawcorp.com
VIA
COURIER
U.S.
Securities and Exchange Commission
450
Fifth
Street, NW
Washington,
DC
20549
Attention:
Song
Brandon
Phone:
(202) 551-3621
July
8,
2005
Matter
No.: 4007-004
Dear
Ms.
Brandon:
Re:
NSM
Holdings, Inc. (the
“Company”)
4th
Amendment to Form SB-2 - Registration Statement
File
No.
333-120993
Filed:
December 3,
2004
Further
to your comment letter dated July 7, 2005, enclosed for filing are copies
each
of the following documents:
1.
Form
SB-2/A - 4th
Amendment (in triplicate);
2.
the
redlined pages of the Form SB-2/A (in triplicate);
and
3.
this
comment letter (in duplicate).
Also,
I
confirm that I have filed these documents via EDGAR.
Critical
Accounting Policies
1.
The
Company has confirmed to me that the one account receivable representing
94% of all receivables on February 28, 2005 has been paid in
full. The
unaffiliated entity paid $4,420 on March 15, 2005 and the balance
of
$4,420 on April 20, 2005. At the time of the preparation of the
financial
statements, the Company and its auditor were aware of the fact
that the
account receivable had been collected and this is the reason
that there
was no allowance for bad debts. Also, the Company has confirmed
to be that
its sales payment terms are net 30
days.
Independent
Auditor’s Report
2.
I
confirm that the auditor’s report has been amended as
requested.
I
trust
the above to be satisfactory. If you have any questions or require anything
further please give me a call.
Yours
truly,
R.
H. Daignault Law Corp
Per: /s/
Rene Daignault
Rene
Daignault
/rd
Enclosures
c:
client
CORRESP
EXHIBIT
SB2/A4
Revision Tag Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
Amendment #4
Registration Statement under the Securities Act
of
1933
NSM
Holdings, Inc.
(Name
of small business issuer in its charter)
Delaware
5945
98-0425713
(State
or jurisdiction of incorporation or
organization)
(Primary
Standard Industrial Classification Code
Number)
(I.R.S.
Employer Identification No.)
Suite
210D, 8351 Alexandra Road, Richmond, British Columbia,
V6X 3P3, Canada
604.671.8780
(Address
and telephone number of principal executive
offices)
Rene
Daignault
1100
Melville Street, 6th Floor, Vancouver,
British Columbia, V6E 4A6, Canada
604.648.0527
(Name,
address and telephone number of agent for
service)
Approximate date of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If
any of
the Securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule
415 under
the
Securities Act, check the following box: [ X ]
If this Form is filed to register additional securities
for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. [ ]
If this Form is a post-effective amendment filed pursuant
to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant
to
Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to
Rule 434, check the following box. [ ]
SB2/
- 1 - A4
CALCULATION OF REGISTRATION FEE
Securities
to be registered
Amount
to be registered
Offering
price
per
share
Aggregate
offering
price
Registration
Fee (1)
shares
of common stock to be offered by NSM
2,500,000
$0.10
$250,000
$31.68
shares
of common stock to be offered by selling
stockholders
945,000
$0.10
$94,500
$11.97
TOTAL
3,445,000
$344,500
$43.65
(1) Estimated solely for purposes of calculating
the
registration fee under Rule 457(c) of the Securities Act of 1933.
The Registrant amends this Registration Statement
on
such date or dates as may be necessary to delay its effective date until
the
Registrant will file a further amendment that specifically states that this
Registration Statement will thereafter become effective in accordance with
Section 8(a) of the Securities Act or until this Registration Statement will
become effective on such date as the Commission, acting pursuant to said
Section
8(a), may determine.
SB2/
- 2 - A4
Preliminary Prospectus
NSM Holdings, Inc.
3,445,000 shares of common stock
NSM Holdings, Inc. (“NSM”) is offering up to 2,500,000 shares of
common stock on a self underwritten basis. The offering price is $0.10 per
share
and the maximum amount to be raised is $250,000. NSM intends to offer the
2,500,000 shares through its sole officer and director to investors, both
inside
and outside the United States. There will be no underwriter or broker/dealer
involved in the transaction and there will be no commissions paid to any
individuals from the proceeds of this sale.
The
offering by NSM is being conducted on a best efforts basis. There is no
minimum
number of shares required to be sold by NSM. All proceeds from the sale
of these
shares will be delivered directly to NSM and will not be deposited in any
escrow
account. If the entire 2,500,000 shares of common stock are sold, NSM will
receive gross proceeds of $250,000 before expenses of approximately $37,600.
NSM
plans to end the offering on September
30,
2005.
However, NSM may, at its discretion, end the offering sooner or extend
the
offering until December
31,
2005. No
assurance can be given on the number of shares NSM will sell or even if
NSM will
be able to sell any shares.
In addition, this prospectus relates to the resale of up
to
945,000 shares of common stock by selling stockholders. The selling stockholders
may sell their common stock from time to time in private negotiated
transactions. The selling stockholders, other than NSM’s president, will offer
or sell shares of NSM’s common stock at $0.10 per share unless and until the
offering price is changed by subsequent amendment to this prospectus, or
when
NSM’s shares of common stock become listed or quoted on a securities market.
Should NSM’s shares of common stock become listed or quoted, selling
stockholders may then sell their shares at prevailing market prices or privately
negotiated prices. NSM’s president will offer and sell his shares of common
stock at $0.10 per share unless and until the offering price is changed by
subsequent amendment to this prospectus. NSM will not receive any proceeds
from
the sale of the shares of common stock by the selling stockholder. However,
NSM
will pay for the expenses of this offering and the selling stockholders’
offering.
There is no public market for the shares of common stock
of
NSM.
A purchase of NSM’s common stock is highly speculative
and investors should not purchase shares of NSM’s common stock unless they can
afford to lose their entire investment. Investing in NSM’s common stock involves
risks. See “Risk Factors” starting on page for factors to be considered before
investing in NSM’s shares of common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. It is illegal to tell
you
otherwise.
The information in this prospectus is not complete and may
be
changed. This prospectus is not an offer to sell these securities and it
is not
soliciting an offer to buy these securities in any state where the offer
or sale
is not permitted.
If NSM changes the fixed offering price, it will file an
amendment to the registration statement.
The date of this prospectus is __________________.
Subject to completion.
SB2/
- 3 - A4
Table of Contents
SUMMARY OF OFFERING
5
RISK FACTORS
6
USE OF PROCEEDS
10
DETERMINATION OF OFFERING PRICE
11
DILUTION
12
PLAN OF DISTRIBUTION
14
NSM’s
Offering
14
Stockholder’s
Offering
16
LEGAL PROCEEDINGS
18
MANAGEMENT
19
EXECUTIVE COMPENSATION
19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
20
PRINCIPAL STOCKHOLDERS
20
DESCRIPTION OF SECURITIES
21
DESCRIPTION OF BUSINESS
22
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN
OF
OPERATION
26
Plan
of Operation
30
DESCRIPTION OF PROPERTY
31
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
32
EXPERTS
32
FINANCIAL STATEMENTS
33
Financial
Statements as of February
28,
2005
(unaudited)
and May 31, 2004
(audited)
33
SB2/
- 4 - A4
SUMMARY
OF
OFFERING
NSM’s business
NSM is a Delaware company that operates through its wholly-owned
subsidiary, Northern Star Distributors Ltd. NSM is in the e-commerce business
and provides products and services for model ship enthusiasts, offering its
products and services to the internet consumer through its website
www.northernstarmall.com.
NSM is a holding company incorporated under the laws of
the
State of Delaware on April 8, 2004. NSM has one subsidiary, Northern Star
Distributors Ltd. (“Northern Star”), which is the operating
company and was incorporated under the laws of the Province of British Columbia
on April 8, 2004.
NSM’s administrative and operational office is located at Suite
210D, 8351 Alexandra Road, Richmond, British Columbia, V6X 3P3, Canada,
telephone (604) 681-8780. NSM’s registered statutory office is located at 2711
Centerville Road, Suite 400, Wilmington, Delaware, 19808. NSM’s fiscal year end
is May 31.
The offering: Following is a brief summary of
this offering:
Securities being offered
2,500,000
shares of common stock (maximum) offered by the
Company
945,000 shares of common stock offered by the
selling
stockholders
Number of shares outstanding before the offering
3,445,000
shares of common stock
Number of shares outstanding after the offering
5,945,000 shares of common stock, assuming all
offered
shares are sold.
Offering price per share
$0.10 per share
Net Proceeds to NSM
$250,000, assuming all offered shares are sold
Use of proceeds
Project
development, including projects to develop and
populate the website and to
increase
traffic to the website
Marketing,
including the creation of a marketing strategy for
the website and products
Repayment
of debt
Working capital
SB2/
- 5 - A4
Selected Financial Data (audited)
The following financial information summarizes the more
complete
historical, audited, and unaudited financial information provided in this
registration statement.