SEC Comment Letter for ALLIANCE RECOVERY CORP (CIK 0001305055) — May 5, 2005
ALLIANCE RECOVERY CORP (CIK 0001305055)
Date: May 5, 2005 · CIK: 0001305055 · Accession: 0000000000-05-022188
AI Filing Summary & Sentiment
File numbers found in text: 333-121659
Letter
May 5, 2005 VIA U.S. MAIL AND FACSIMILE Mr. Peter Vaisler Chief Executive Officer and President Alliance Recovery Corporation #390 - 1285 N. Telegraph Road Monroe, MI 48162-3368
Re: Alliance Recovery Corporation Amendment No. 2 to Registration Statement on Form SB-2 File No. 333-121659 Filed on April 21, 2005
Dear Mr. Vaisler:
We have reviewed your filing and have the following comments. 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.
General 1. We note your response to our prior comment 16. Please disclose on the prospectus cover page and in the Plan of Distribution section that Brawley Cathers Limited is a broker-dealer and an "underwriter" within the meaning of the Securities Act of 1933 with respect to the shares that it is offering for resale. 2. In this amended filing, it appears that your registration statement fee table and your Selling Shareholder table are inconsistent. We note that in your fee table, you state that you are registering 6,805,858 shares. However, your Selling Shareholder table states that your shareholders are selling 6,805,658 shares. Please revise or advise. Also, it appears that the second line- entry in this amendment`s fee table, 2,436,502, increases the number of shares you are registering by 182,573 from your original and first amendment to the registration statement. Please tell us why those securities were not in the prior versions of the registration statement. Further, based upon the Selling Shareholder table on page 39 and Footnote 1 of that table, it appears that you have doubled the amount of shares you are registering on behalf of 1451624 Ontario, Inc. by an additional 382,573 shares. If this is correct, please tell us when the sale of the additional securities to 1451624 Ontario, Inc. was completed, providing us with all relevant facts and dates. Otherwise, please revise or advise. 3. In addition, we note two more entries in the registration fee table for 200,000 shares on behalf of Mirador Consulting, Inc. that apparently were not listed on your original or first amendment to the registration statement. Again, please tell us why those securities were not in the prior versions of the registration statement when the sales to Mirador were completed, providing us with all relevant facts and dates. Outside Front Cover of Prospectus, page 3 4. We note your response to our prior comment 2. You state, "[b]ased on this, the purchasers in this offering may be receiving an illiquid security." Please revise to more clearly indicate that the securities may be illiquid because no market for their shares may develop.
Plan of Operations, page 14 5. We reissue our prior comment 9. You state that as a condition precedent to the interested corporate finance entities participating in your expansion, you must be traded publicly on a recognized stock exchange. Therefore, it is unclear why you have deleted the language referring to the American Stock Exchange, the Nasdaq Small Cap, and being traded on a recognized exchange in this section.
* * * * * *
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.
You may contact David DiGiacomo, Staff Accountant, at (202) 551-3319, or George Oshiek, Accounting Branch Chief, at (202) 551- 3843, if you have questions regarding comments on the financial statements and related matters. Please contact John Fieldsend, Staff Attorney, at (202) 551-3343, David Mittelman, Legal Branch Chief, at (202) 551-3214, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 0308
May 5, 2005
VIA U.S. MAIL AND FACSIMILE
Mr. Peter Vaisler
Chief Executive Officer and President
Alliance Recovery Corporation
#390 - 1285 N. Telegraph Road
Monroe, MI 48162-3368
Re: Alliance Recovery Corporation
Amendment No. 2 to Registration Statement on Form SB-2
File No. 333-121659
Filed on April 21, 2005
Dear Mr. Vaisler:
We have reviewed your filing and have the following
comments.
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.
General
1. We note your response to our prior comment 16. Please disclose
on
the prospectus cover page and in the Plan of Distribution section
that Brawley Cathers Limited is a broker-dealer and an
"underwriter"
within the meaning of the Securities Act of 1933 with respect to
the
shares that it is offering for resale.
2. In this amended filing, it appears that your registration
statement fee table and your Selling Shareholder table are
inconsistent. We note that in your fee table, you state that you
are
registering 6,805,858 shares. However, your Selling Shareholder
table states that your shareholders are selling 6,805,658 shares.
Please revise or advise. Also, it appears that the second line-
entry
in this amendment`s fee table, 2,436,502, increases the number of
shares you are registering by 182,573 from your original and first
amendment to the registration statement. Please tell us why those
securities were not in the prior versions of the registration
statement. Further, based upon the Selling Shareholder table on
page
39 and Footnote 1 of that table, it appears that you have doubled
the
amount of shares you are registering on behalf of 1451624 Ontario,
Inc. by an additional 382,573 shares. If this is correct, please
tell us when the sale of the additional securities to 1451624
Ontario, Inc. was completed, providing us with all relevant facts
and
dates. Otherwise, please revise or advise.
3. In addition, we note two more entries in the registration fee
table for 200,000 shares on behalf of Mirador Consulting, Inc.
that
apparently were not listed on your original or first amendment to
the
registration statement. Again, please tell us why those
securities
were not in the prior versions of the registration statement when
the
sales to Mirador were completed, providing us with all relevant
facts
and dates.
Outside Front Cover of Prospectus, page 3
4. We note your response to our prior comment 2. You state,
"[b]ased
on this, the purchasers in this offering may be receiving an
illiquid
security." Please revise to more clearly indicate that the
securities may be illiquid because no market for their shares may
develop.
Plan of Operations, page 14
5. We reissue our prior comment 9. You state that as a condition
precedent to the interested corporate finance entities
participating
in your expansion, you must be traded publicly on a recognized
stock
exchange. Therefore, it is unclear why you have deleted the
language
referring to the American Stock Exchange, the Nasdaq Small Cap,
and
being traded on a recognized exchange in this section.
* * * * * *
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.
You may contact David DiGiacomo, Staff Accountant, at (202)
551-3319, or George Oshiek, Accounting Branch Chief, at (202) 551-
3843, if you have questions regarding comments on the financial
statements and related matters. Please contact John Fieldsend,
Staff
Attorney, at (202) 551-3343, David Mittelman, Legal Branch Chief,
at
(202) 551-3214, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Richard I. Anslow, Esq.
Anslow & Jaclin, LLP
Via Fax: (732) 577-1188
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Alliance Recovery Corporation
May 5, 2005
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