SEC Company Response from Revelstoke Industries, Inc. (CIK 0001318196) — Aug 29, 2005
Revelstoke Industries, Inc. (CIK 0001318196)
Date: Aug. 29, 2005 · CIK: 0001318196 · Accession: 0001318196-05-000007
AI Filing Summary & Sentiment
File numbers found in text: 333-122862
Letter
Securities and Exchange Commission Re: Revelstoke Industries, Inc Registration Statement on Form SB-2 filed February 17, 2005 Amendment No. 1 to Registration Statement filed May 13, 2005 File No. 333-122862
Dear Mr. Shuman:
Transmitted herewith for electronic filing with the Securities and Exchange Commission (the "Commission") is one complete copy of Amendment No. 1 ("Amendment No. 1") to the Form SB-2 Registration Statement of Revelstoke Industries, Inc. (the "Company"), File No. 333-122862, including exhibits, signed in accordance with the regulations and marked to show the changes from the Registration Statement as originally filed with the Commission on February 17, 2005. Our firm has been asked by the Company to assist them in ths Registration due to Mr. Chris Dietrich's other commitments.
In response to your comment latter dated June 10, 2005, we have the following responses. The numbered responses correspond to your comments, taken in numerical order.
Registration Statement Facing Page
Comment No. 1 The Delaying Amendment language from Rule 473(a) is at the bottom of the cover page of the amendment.
Prospectus Cover Page
Comment No. 2 The Cover Page of the Prospectus has been revised to include the information required under Item 501 of Regulation SB.
Comment No. 3 Disclosure has been modified to state there is no minimum number of shares that must be sold to complete the Offering.
Comment No. 4 The disclosure on the cover page and under "use of proceeds" has been corrected to reflect that offering expenses of $10,000 will be taken out of the offering proceeds.
Comment No. 5 Requested changes concerning defined terms have been made throughout the Prospectus.
Prospectus Summary, page 3
Comment No. 6 Telephone number included.
Comment No. 7 Internet address included.
The Offering, page 3
Comment No. 8 The "shares offered" discussion has been clarified.
Comment No. 9 The "Use of Proceeds" summary has been changed to include a discussion of consequences if all the shares are not sold.
Risk Factors, page 5
Comment No. 10 Headings have been revised per comment.
Comment No. 11 The "Risk Factors" have been reviewed and changes made in response to the comment.
Competition, page 7
Comment No. 12 The "Competition" Risk Factor has been changed in response to the comment.
Industry Uncertainty, page7
Comment No. 13 The risk has been re-titled "Demand for New Construction" and better describes the risk as it impacts the Company's business.
Facilities, page 8
Comment No. 14 The "Facilities" Risk Factor has been rewritten to address the specific risk.
Dilution, page 9
Comment No. 15 Please note the "Dilution" Section found at page 18 of the Prospectus.
Use of Process, page 11
Comment No. 16 The "Use of Proceeds" Section has been rewritten to address the comment concerning additional disclosure on what items are covered in the use. There is further discussion concerning reductions if not all shares are sold.
Selling Stockholders, page 11
Comment No. 17 Please note that the Sections have been re-ordered to follow a more standard format. The "Selling Shareholders" Section can now be found at page 18. This section has been revised to address the comment.
Plan of Distribution, page 14
Comment No. 18 The "Plan of Distribution" can now be found beginning at page 20. The disclosure has been substantially revised to address the comment. This will confirm the Company is not intending to conduct an at the market offering on a continuous or delayed basis.
Comment No. 19 Please see the disclosure in the first paragraph beginning on page 20 on why the officers and directors are not to be construed as brokers.
Comment No. 20 The officers and directors will be selling the Company shares. The disclosure has been modified to reflect the shareholders may sell their own shares in negotiated transactions but that the registration of the shares on the NASDAQ Bulletin Board will not be completed until the Company's shares are sold.
Comment No. 21 The language concerning the indemnity has been removed.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 17
Comment No. 22 This Section is now at page 10. The disclosure has been revised to provide the information required by Item 303(a).
Description of Business, page 19
Comment No. 23 This Section now begins at page 12. The statement has been deleted.
Comment No. 24 The Alantic list of services (now on page 13) has been revised to reconcile the inconsistent statements.
Comment No. 25 The first paragraph under "Market and Industry Analysis" has been deleted.
Comment No. 26 The reference to "Development Opportunities" has been deleted.
Comment No. 27 The "Regulation" Section discussion has been expanded to elaborate on specific regulations.
Comment No. 28 The "Facilities" discussion has been modified to address current plans and to elaborate on new location selection.
Management, page 22
Comment No. 29 The disclosure has been modified to reflect their positions held since inception.
Comment No. 30 The reference to the size and success of the other company has been deleted.
Executive Compensation, page 24
Comment No. 31 The disclosure required by Item 402 has been disclosed.
Certain Relationships and Related Transaction, page 24
Comment No. 32 Additional disclosure has been made concerning related transactions as required by Item 404(a).
Comment No. 33 Additional disclosure has been made concerning related transactions as required by Item 404(d).
Legal Matters, page 28
Comment No. 34 The legal matters disclosure has been added to the end of the "DESCRIPTION OF BUSINESS" Section at page 16.
Comment No. 35 The "LEGAL MATTERS" Section at page 24 refers to counsel's opinion.
Experts, page 28
Comment No. 36 The "EXPERTS" Section has been changed to address this comment.
Prospectus Back Cover Page
Comment No. 37 The back cover has been changed to conform to the requirements of Item 502(b) of S-B.
Auditor's Report, page 30
Comment No. 38 The auditors letter has been changed to conform to the comments.
Statement of Operations, page 31
Comment No. 39 The financial statements are now year-end (May 31) financial statements and have been clarified to address the issues raised in the comment.
Comment No. 40 The financial statements are now year-end (May 31) financial statements and have been clarified to address the issues raised in the comment.
Statements of Cash Flows, page 34
Comment No. 41 The financial statements are now year-end (May 31) financial statements and have been clarified to address the issues raised in the comment.
Signatures
Comment No. 42 The signatures of all the officers and directors and their capacities are a part of the Registration Statement.
We note that the Company has made some additional changes or revisions in the Registration Statement which have been made other than in response to the Staff's comments. All such additions or revisions have been clearly marked as have been corrections of typographical errors.
If you have any questions regarding and of the information set forth herein, please do not hesitate to contact the undersigned at 405-848-1944.
Very truly yours,
/s/ Mark A. Robertson
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ROBERTSON & WILLIAMS
Attorneys and Counselors At Law
3033 N.W. 63rd Street, Suite 200
Oklahoma City, Oklahoma 73116-3607
(405) 848-1944 *
Fax (405) 843-6707
August 29, 2005
Mark P. Shuman
Branch Chief - Legal
Securities and Exchange Commission
Washington, D.C. 20549
Re: Revelstoke Industries, Inc
Registration Statement on Form SB-2 filed February 17, 2005
Amendment No. 1 to Registration Statement filed May 13, 2005
File No. 333-122862
Dear Mr. Shuman:
Transmitted herewith for electronic filing with the Securities and Exchange Commission
(the "Commission") is one complete copy of Amendment No. 1 ("Amendment No. 1") to the
Form SB-2 Registration Statement of Revelstoke Industries, Inc. (the "Company"), File No. 333-122862, including exhibits, signed in accordance with the regulations and marked to show the
changes from the Registration Statement as originally filed with the Commission on February 17,
2005. Our firm has been asked by the Company to assist them in ths Registration due to Mr.
Chris Dietrich's other commitments.
In response to your comment latter dated June 10, 2005, we have the following responses.
The numbered responses correspond to your comments, taken in numerical order.
Registration Statement Facing Page
Comment No. 1
The Delaying Amendment language from Rule 473(a) is at the bottom of
the cover page of the amendment.
Prospectus Cover Page
Comment No. 2
The Cover Page of the Prospectus has been revised to include the
information required under Item 501 of Regulation SB.
Comment No. 3
Disclosure has been modified to state there is no minimum number of
shares that must be sold to complete the Offering.
Comment No. 4
The disclosure on the cover page and under
"use of proceeds" has been
corrected to reflect that offering expenses of $10,000 will be taken out of
the offering proceeds.
Comment No. 5
Requested changes concerning defined terms have been made throughout
the Prospectus.
Prospectus Summary, page 3
Comment No. 6
Telephone number included.
Comment No. 7
Internet address included.
The Offering, page 3
Comment No. 8
The
"shares offered" discussion has been clarified.
Comment No. 9
The
"Use of Proceeds" summary has been changed to include a discussion
of consequences if all the shares are not sold.
Risk Factors, page 5
Comment No. 10
Headings have been revised per comment.
Comment No. 11
The
"Risk Factors" have been reviewed and changes made in response to
the comment.
Competition, page 7
Comment No. 12
The
"Competition" Risk Factor has been changed in response to the
comment.
Industry Uncertainty, page7
Comment No. 13
The risk has been re-titled
"Demand for New Construction" and better
describes the risk as it impacts the Company's business.
Facilities, page 8
Comment No. 14
The
"Facilities" Risk Factor has been rewritten to address the specific risk.
Dilution, page 9
Comment No. 15
Please note the
"Dilution" Section found at page 18 of the Prospectus.
Use of Process, page 11
Comment No. 16
The
"Use of Proceeds" Section has been rewritten to address the comment
concerning additional disclosure on what items are covered in the use.
There is further discussion concerning reductions if not all shares are sold.
Selling Stockholders, page 11
Comment No. 17
Please note that the Sections have been re-ordered to follow a more
standard format. The "Selling Shareholders" Section can now be found at
page 18. This section has been revised to address the comment.
Plan of Distribution, page 14
Comment No. 18
The
"Plan of Distribution" can now be found beginning at page 20. The
disclosure has been substantially revised to address
the comment. This
will confirm the Company is not intending to conduct an at the market
offering on a continuous or delayed
basis.
Comment No. 19
Please see the disclosure in the first paragraph beginning on page 20 on
why the officers and directors are not to be construed as brokers.
Comment No. 20
The officers and directors will be selling the Company shares. The
disclosure has been modified to reflect the shareholders may sell their own
shares in negotiated transactions but that the registration of the shares on
the NASDAQ Bulletin Board will not be completed until the Company's
shares are sold.
Comment No. 21
The language concerning the indemnity has been removed.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 17
Comment No. 22
This Section is now at page 10. The disclosure has been revised to
provide the information required by Item 303(a).
Description of Business, page 19
Comment No. 23
This Section now begins at page 12. The statement has been deleted.
Comment No. 24
The Alantic list of services (now on page 13) has been revised to reconcile
the inconsistent statements.
Comment No. 25
The first paragraph under
"Market and Industry Analysis" has been
deleted.
Comment No. 26
The reference to
"Development Opportunities" has been deleted.
Comment No. 27
The
"Regulation" Section discussion has been expanded to elaborate on
specific regulations.
Comment No. 28
The
"Facilities" discussion has been modified to address current plans and
to elaborate on new location selection.
Management, page 22
Comment No. 29
The disclosure has been modified to reflect their positions held since
inception.
Comment No. 30
The reference to the size and success of the other company has been
deleted.
Executive Compensation, page 24
Comment No. 31
The disclosure required by Item 402 has been disclosed.
Certain Relationships and Related Transaction, page 24
Comment No. 32
Additional disclosure has been made concerning related transactions as
required by Item 404(a).
Comment No. 33
Additional disclosure has been made concerning related transactions as
required by Item 404(d).
Legal Matters, page 28
Comment No. 34
The legal matters disclosure has been added to the end of the
"DESCRIPTION OF BUSINESS" Section at page 16.
Comment No. 35
The
"LEGAL MATTERS" Section at page 24 refers to counsel's opinion.
Experts, page 28
Comment No. 36
The
"EXPERTS" Section has been changed to address this comment.
Prospectus Back Cover Page
Comment No. 37
The back cover has been changed to conform to the requirements of Item
502(b) of S-B.
Auditor's Report, page 30
Comment No. 38
The auditors letter has been changed to conform to the comments.
Statement of Operations, page 31
Comment No. 39
The financial statements are now year-end (May 31) financial statements
and have been clarified to address the issues raised in
the comment.
Comment No. 40
The financial statements are now year-end (May 31) financial statements
and have been clarified to address the issues raised in the comment.
Statements of Cash Flows, page 34
Comment No. 41
The financial statements are now year-end (May 31) financial statements
and have been clarified to address the issues raised in the comment.
Signatures
Comment No. 42
The signatures of all the officers and directors and their capacities are a
part of the Registration Statement.
We note that the Company has made some additional changes or revisions in the
Registration Statement which have been made other than in response to the Staff's comments.
All such additions or revisions have been clearly marked as have been corrections of
typographical errors.
If you have any questions regarding and of the information set forth herein, please do not
hesitate to contact the undersigned at 405-848-1944.
Very truly yours,
/s/ Mark A. Robertson
Mark A. Robertson
For the Firm
MAR:dl
cc: Gordon McDougall
Glen Wallace