SEC Company Response from Celtic Cross Ltd. (MALG) (CIK 0001309251) (MALG) — Jun 30, 2005
Celtic Cross Ltd. (MALG) (CIK 0001309251)
Date: June 30, 2005 · CIK: 0001309251 · Accession: 0001056520-05-000108
AI Filing Summary & Sentiment
File numbers found in text: 333-123774
Referenced dates: May 3, 2005
Letter
Division of Corporation Finance Securities and Exchange Commission Mail Stop 0309 Re: Celtic Cross Ltd. Form SB-2A SEC file No. 333-123774
Dear Ms. Fraser and Mr. Riedler:
This letter is in response to your comment letter dated May 3, 2005, with regard to the Form SB-2 filing of Celtic Cross Ltd.., a Nevada corporation ("Company"). Each comment point in your letter will be cross-referenced with point(s) in the Form SB-2A filed on June 30, 2005.
General
The filing has been amended throughout to provide consistent description of the status of the Company's operations in the Summary and subheading Revenues. A description of services that the Company currently does not provide, but intends to provide, is indicated. Additionally, reference to potential increases in revenue has been eliminated.
The Company believes it is not eligible to use Form S-11, since its business model includes travel bookings and related travel services. While Celtic Cross will own timeshare units, some will be actual investments in real estate, while others may be non-deeded ownership, more a form of a contract right that a property right.
Prospectus Summary
The filing has been amended to clarify that the Company has not engaged in any operating activities to date. The losses to December 31, 2004, have been quantified and the auditor's opinion of a going concern has been restated.
The filing has been amended on page 3 to more thoroughly describe the Company's proposed activities and how it is anticipated revenues will be earned. The Business section of the document has also been amended to reflect the same details on page 15.
The filing has been amended on page 4 to expand the disclosure to discuss short and long- term needs, and to describe the Company's cash requirements. The Management Discussion and Analysis has also been expanded to provide a more comprehensive discussion of the short and long-term needs on page 20.
Capital and Liquidity
The filing has been amended on page 4 to include a discussion of the note entered into to finance the property owned by the Company.
Risk Factors
The filing has been amended throughout to delete the term "assurance" and to explain why no guarantees can be made.
The filing has been amended on page 6 to reflect the consequences to the shareholders if the Company is unable to generate increased revenues.
The filing has been amended to revise the subheadings to more accurately summarize the content of the body of the risk factor. Sentence capitalization has also been changed.
The filing has been amended on page 5 to expand the explanation of the Broker/Dealer obligation and to show a more robust discussion of the potential adverse consequence of an investment in a penny stock.
The filing has been amended on page 9 to restate the auditors' going concern opinion.
Limited Operating History; Lack of Operating Revenue; Early Stage of Exploration
The filing has been amended on page 7 to clarify that there is only one director and a consultant conducting the business of the Company. The risk factor "Thinly Staffed" has been expanded and merged with this risk factor.
The filing has been amended on page 5 to expand the discussion to specifically describe the risks of a developmental company and the potential adverse consequences. Also described are the activities included under organizational activities and acquisitions.
The filing has been amended on page 6 to quantify the Company's losses.
We are Dependent Upon Financing Activities to Fund Our Operations.
The filing has been amended on page 6 to quantify the dollars received from private placements. The use of the funds has been extracted from the auditors' financial statement and duplicated here. Also, the filing has been amended to specify the amount of funding necessary to implement the plans of the Company and the plans for acquiring the funds.
The filing has been amended on page 7 to better explain the concept of the Company.
The filing has been amended on page 6 to clarify that the Company does not currently have any operations.
We are Dependent upon Certain Officers, Key Employees and Consultants
The filing has been amended on page 7 to indicate that we only have one officer, who is our sole Director. It also discloses the use of consultants, who they are and what they provide.
We are Thinly Staffed
The filing has been amended on page 5 to delete this subheading and merged it with "Limited Operating History."
The Timeshare Industry is Highly Competitive and We are at a Competitive Disadvantage.
The filing has been amended on page 7 to further expand on the competition found within the Travel and Timeshare Industry. Also the filing has been amended to describe the Industry and how we feel we can successfully compete.
Other Risks pertaining to the Common Stock
The Company believes that Rule 144 allows for the resale of stock of affiliates pursuant to sections 144(d) & (e) of the Rule. While the number of shares available for resale may be limited by the volume of trading activity, those shares may, in fact, be so eligible, and the Company believes that a risk factor with such a disclosure is appropriate.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The filing has been amended on page 8 to reflect that no issuance of common stock is contemplated.
We Have Not Paid any Dividends and Do Not Expect to Pay Dividends in the Near Future
The filing has been amended on page 9 to change the risk factor and subheading to discuss the potential adverse consequences that the investor may not be able to sell the stock for more than he or she paid for it. The filing has also been revised to specify the Company, rather than any company in general.
Selling Shareholders
The filing has been amended on page 13 to specify how investors in the United Kingdom will be able to sell their shares in the U.S. over-the-counter market.
The filing has been amended on page 12 to show the beneficial owner of Chancery Lane Investment Group, Inc. In addition, none of the selling shareholders are affiliates, broker/dealers or affiliates of broker dealers.
The selling shareholders that reside in the U.K. all reside in the Lakes Area of Northern England and are friends and relatives of the Company's Director, Mr. Howard Bouch. The filing has been amended on page 13 to indicate that they are all members of an investment club. An Offering Memorandum was circulated. A copy is attached.
Plan of Distribution
The filing has been amended on page 13 to delete the term "underwriters".
A brief description of Regulation M has been included.
Directors, Executive Officers, Promoters and Control Persons.
The filing has been amended on page 14 to delete all references to Mr. Murphy.
Description of Business
Under "General," the filing has been amended on page 17 to provide a more detailed explanation of the business of the Company. Also discussed is a timeline for commencing business operations.
The filing has been amended on page 19 to credit the source of the statistical information included. The documents were sourced from the Internet.
Management's Discussion and Analysis of Financial Condition and Result of Operations
The filing has been amended on page 21 to clarify cross-selling programs and add-on acquisitions.
The filing has been amended on page 20 to address the length of time the Company can satisfy its cash requirements, and the fact that the Company will have to raise additional funds. Also disclosed is the fact that there is doubt about the Company's ability to continue as a going concern and our plans to overcome the financial difficulties.
Description of Property
The filing has been amended on page 20 to reconcile the discrepancies and to provide information about the property.
Executive Compensation
The filing has been amended to address Staff Topic 1B(1).
Long Term Liabilities
The Notes to Financial Statements have been updated.
Going Concern Considerations
The Disclosure regarding a Going Concern has been updated.
Signatures
The filing has been amended on the signature page to identify the Chief Financial Officer and is appropriately signed.
Exhibit 5 - Legal Opinion
The legal opinion has been revised.
We appreciate the opportunity to address these issues, and please contact me with any further questions or comments. If there are no further comments, the Company would request an accelerated effective date.
Very truly yours,
PARSONS LAW FIRM
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PARSONS LAW FIRM
PARSONS
LAW FIRM
ATTORNEYS AT LAW
SUITE 2070 SKYLINE TOWER
10900 NE 4TH STREET
BELLEVUE, WASHINGTON 98004
(425) 451-8036 FAX (425) 451-8568
James
B. Parsons*
email firm-info@parsonslaw.biz
*Also admitted in Oregon and
jparsons@parsonslaw.biz
the Northern Mariana Islands
June 27, 2005
Ms. Mary K. Fraser
Mr. Jeffrey P.
Riedler
Division of
Corporation Finance
Securities and
Exchange Commission
Washington D.C. 20548
Mail Stop 0309
Re: Celtic Cross Ltd.
Form SB-2A
SEC file No. 333-123774
Dear Ms. Fraser and
Mr. Riedler:
This letter is in response to your comment letter dated May
3, 2005, with regard to the Form SB-2 filing of Celtic Cross Ltd.., a Nevada
corporation ("Company"). Each comment point in your letter will be
cross-referenced with point(s) in the Form SB-2A filed on June 30, 2005.
General
The filing has been amended throughout to provide consistent description
of the status of the Company's operations in the Summary and subheading
Revenues. A description of services that the Company currently does not
provide, but intends to provide, is indicated. Additionally, reference to
potential increases in revenue has been eliminated.
The Company believes it is not eligible to use Form S-11, since its
business model includes travel bookings and related travel services. While
Celtic Cross will own timeshare units, some will be actual investments in real
estate, while others may be non-deeded ownership, more a form of a contract
right that a property right.
Prospectus Summary
The filing has been amended to
clarify that the Company has not engaged in any operating activities to date.
The losses to December 31, 2004, have been quantified and the auditor's
opinion of a going concern has been restated.
The filing has been amended on
page 3 to more thoroughly describe the Company's proposed activities and how
it is anticipated revenues will be earned. The Business section of the
document has also been amended to reflect the same details on page 15.
The filing has been amended on
page 4 to expand the disclosure to discuss short and long- term needs, and to
describe the Company's cash requirements. The Management Discussion and
Analysis has also been expanded to provide a more comprehensive discussion of
the short and long-term needs on page 20.
Capital and Liquidity
The filing has been amended on page 4 to include a discussion of the note
entered into to finance the property owned by the Company.
Risk Factors
The filing has been amended
throughout to delete the term "assurance" and to explain why no guarantees can
be made.
The filing has been amended on
page 6 to reflect the consequences to the shareholders if the Company is
unable to generate increased revenues.
The filing has been amended to
revise the subheadings to more accurately summarize the content of the body of
the risk factor. Sentence capitalization has also been changed.
The filing has been amended on
page 5 to expand the explanation of the Broker/Dealer obligation and to show a
more robust discussion of the potential adverse consequence of an investment
in a penny stock.
The filing has been amended on
page 9 to restate the auditors' going concern opinion.
Limited Operating History; Lack of Operating Revenue; Early Stage of
Exploration
The filing has been amended on
page 7 to clarify that there is only one director and a consultant conducting
the business of the Company. The risk factor "Thinly Staffed" has been
expanded and merged with this risk factor.
The filing has been amended on
page 5 to expand the discussion to specifically describe the risks of a
developmental company and the potential adverse consequences. Also described
are the activities included under organizational activities and acquisitions.
The filing has been amended on
page 6 to quantify the Company's losses.
We are Dependent Upon Financing Activities to Fund Our Operations.
The filing has been amended on
page 6 to quantify the dollars received from private placements. The use of
the funds has been extracted from the auditors' financial statement and
duplicated here. Also, the filing has been amended to specify the amount of
funding necessary to implement the plans of the Company and the plans for
acquiring the funds.
The filing has been amended on
page 7 to better explain the concept of the Company.
The filing has been amended on
page 6 to clarify that the Company does not currently have any operations.
We are Dependent upon Certain Officers, Key Employees and Consultants
The filing has been amended on page 7 to indicate that we only have one
officer, who is our sole Director. It also discloses the use of consultants,
who they are and what they provide.
We are Thinly Staffed
The filing has been amended on page 5 to delete this subheading and merged
it with "Limited Operating History."
The Timeshare Industry is Highly Competitive and We are at a Competitive
Disadvantage.
The filing has been amended on page 7 to further expand on the competition
found within the Travel and Timeshare Industry. Also the filing has been
amended to describe the Industry and how we feel we can successfully compete.
Other Risks pertaining to the Common Stock
The Company believes that Rule 144 allows for the resale of stock of
affiliates pursuant to sections 144(d) & (e) of the Rule. While the number of
shares available for resale may be limited by the volume of trading activity,
those shares may, in fact, be so eligible, and the Company believes that a
risk factor with such a disclosure is appropriate.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The filing has been amended on page 8 to reflect that no issuance of
common stock is contemplated.
We Have Not Paid any Dividends and Do Not Expect to Pay Dividends in the Near
Future
The filing has been amended on page 9 to change the risk factor and
subheading to discuss the potential adverse consequences that the investor may
not be able to sell the stock for more than he or she paid for it. The filing
has also been revised to specify the Company, rather than any company in
general.
Selling Shareholders
The filing has been amended on
page 13 to specify how investors in the United Kingdom will be able to sell
their shares in the U.S. over-the-counter market.
The filing has been amended on
page 12 to show the beneficial owner of Chancery Lane Investment Group, Inc.
In addition, none of the selling shareholders are affiliates, broker/dealers
or affiliates of broker dealers.
The selling shareholders that
reside in the U.K. all reside in the Lakes Area of Northern England and are
friends and relatives of the Company's Director, Mr. Howard Bouch. The filing
has been amended on page 13 to indicate that they are all members of an
investment club. An Offering Memorandum was circulated. A copy is attached.
Plan of Distribution
The filing has been amended on
page 13 to delete the term "underwriters".
A brief description of Regulation
M has been included.
Directors, Executive Officers, Promoters and Control Persons.
The filing has been amended on page 14 to delete all references to Mr.
Murphy.
Description of Business
Under "General," the filing has
been amended on page 17 to provide a more detailed explanation of the business
of the Company. Also discussed is a timeline for commencing business
operations.
The filing has been amended on
page 19 to credit the source of the statistical information included. The
documents were sourced from the Internet.
Management's Discussion and Analysis of Financial Condition and Result of
Operations
The filing has been amended on
page 21 to clarify cross-selling programs and add-on acquisitions.
The filing has been amended on
page 20 to address the length of time the Company can satisfy its cash
requirements, and the fact that the Company will have to raise additional
funds. Also disclosed is the fact that there is doubt about the Company's
ability to continue as a going concern and our plans to overcome the financial
difficulties.
Description of Property
The filing has been amended on
page 20 to reconcile the discrepancies and to provide information about the
property.
Executive Compensation
The filing has been amended to address Staff Topic 1B(1).
Long Term Liabilities
The Notes to Financial Statements
have been updated.
Going Concern Considerations
The Disclosure regarding a Going
Concern has been updated.
Signatures
The filing has been amended on the signature page to identify the Chief
Financial Officer and is appropriately signed.
Exhibit 5 - Legal Opinion
The legal opinion has been revised.
We appreciate the opportunity to address these issues, and please contact me
with any further questions or comments. If there are no further comments, the
Company would request an accelerated effective date.
Very truly yours,
PARSONS LAW FIRM
/s/ James B. Parsons
JAMES B. PARSONS
JBP:jpb