SEC Comment Letter for Eliason Funding CORP (CIK 0001312539) — Aug 11, 2005
Eliason Funding CORP (CIK 0001312539)
Date: Aug. 11, 2005 · CIK: 0001312539 · Accession: 0000000000-05-041621
AI Filing Summary & Sentiment
File numbers found in text: 333-125542
Referenced dates: August 3, 2005
Letter
August 11, 2005 Via U.S. mail and facsimile Mr. David Eliason President Eliason Funding Corporation 548 Highway 155 St. Germain, WI 54558
Re: Eliason Funding Corporation Amendment No. 2 to Registration Statement on Form SB-2 Filed August 8, 2005 File No. 333-125542
Dear Mr. Eliason:
We have reviewed your amended filing and your response and have the following comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to comment two of our letter dated August 3, 2005. In reviewing Grant Thornton`s consent to utilize their report in your filing at Exhibit 23.01, we still see no indication that this document was manually signed. If you are in possession of this signed document, please have Grant Thornton re-issue the document reflecting conformed signatures and amend your filing as appropriate.
2. Please provide updated financial statements. Specifically, the interim financial statements for the period ended June 30, 2005 should be included. Reference Item 310(g) of Regulation S-B. Prospectus Summary, page 1
Our Company, page 1
3. We note the disclosure in the fifth sentence of the third paragraph that the assets of the guarantor may not be sufficient to cover the outstanding loan balance. We have the following comments:
* Please tell us supplementally why you would enter into a loan transaction if the guarantor did not have the financial resources to repay the loan balance.
* Please expand the disclosure in the section entitled "Loan Approval and Underwriting Process" to explain the process for approving a loan based on a personal guarantee. For example, what are the financial criteria you will require in order to approve a loan involving a personal guarantee?
Risk Factors, page 4
4. Please revise your risk factors to remove the phrase "there can be no assurance," "we cannot assure" and "there is no guarantee." The actual risk is that the event will occur, not your inability to prevent it. See risk factors one, two, four, five, nine, 14, 19, and 23.
Characterization of the Notes, page 31
5. We read your response to comment 21 of our letter dated August 3, 2005 and reissue that comment as it applies to the first paragraph of 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 that is filed on EDGAR with your amendment that keys your responses to our comments and provides any requested 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 Patricia Armelin, Staff Accountant, at (202) 551-3747 or, in her absence, John Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the financial statements and related matters. Please contact Andrew Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence, the undersigned at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
Show Raw Text
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<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
August 11, 2005
Via U.S. mail and facsimile
Mr. David Eliason
President
Eliason Funding Corporation
548 Highway 155
St. Germain, WI 54558
Re: Eliason Funding Corporation
Amendment No. 2 to Registration Statement on Form SB-2
Filed August 8, 2005
File No. 333-125542
Dear Mr. Eliason:
We have reviewed your amended filing and your response and
have
the following comments. We welcome any questions you may have
about
our comments or any other aspect of our review. Feel free to call
us
at the telephone numbers listed at the end of this letter.
General
1. We note your response to comment two of our letter dated August
3,
2005. In reviewing Grant Thornton`s consent to utilize their
report
in your filing at Exhibit 23.01, we still see no indication that
this
document was manually signed. If you are in possession of this
signed document, please have Grant Thornton re-issue the document
reflecting conformed signatures and amend your filing as
appropriate.
2. Please provide updated financial statements. Specifically, the
interim financial statements for the period ended June 30, 2005
should be included. Reference Item 310(g) of Regulation S-B.
Prospectus Summary, page 1
Our Company, page 1
3. We note the disclosure in the fifth sentence of the third
paragraph that the assets of the guarantor may not be sufficient
to
cover the outstanding loan balance. We have the following
comments:
* Please tell us supplementally why you would enter into a loan
transaction if the guarantor did not have the financial resources
to
repay the loan balance.
* Please expand the disclosure in the section entitled "Loan
Approval
and Underwriting Process" to explain the process for approving a
loan
based on a personal guarantee. For example, what are the
financial
criteria you will require in order to approve a loan involving a
personal guarantee?
Risk Factors, page 4
4. Please revise your risk factors to remove the phrase "there can
be
no assurance," "we cannot assure" and "there is no guarantee."
The
actual risk is that the event will occur, not your inability to
prevent it. See risk factors one, two, four, five, nine, 14, 19,
21
and 23.
Characterization of the Notes, page 31
5. We read your response to comment 21 of our letter dated August
3,
2005 and reissue that comment as it applies to the first paragraph
of
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 that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
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 Patricia Armelin, Staff Accountant, at (202)
551-3747 or, in her absence, John Cash, Accounting Branch Chief,
at
(202) 551-3768 if you have questions regarding comments on the
financial statements and related matters. Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
cc: Mr. Geoffrey R. Morgan, Esq.
Michael Best & Friedrich LLP
100 East Wisconsin Avenue, Suite 3300
Milwaukee, WI 53202
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Mr. David Eliason
Eliason Funding Corporation
August 11, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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