SEC Company Response from WIMAX EU, LTD (CIK 0001320306) — Nov 29, 2005
WIMAX EU, LTD (CIK 0001320306)
Date: Nov. 29, 2005 · CIK: 0001320306 · Accession: 0001013762-05-001694
AI Filing Summary & Sentiment
File numbers found in text: 333-123351
Referenced dates: November 2, 2005, September 13, 2005
Letter
November 23, 2005 Mr. Jay Mumford Division of Corporate Finance U.S. Securities & Exchange Commission Mail Stop 0603 Washington, D.C. 20549
Re: Wimax EU, Ltd Amendment No.3 to Registration Statement to Form SB-2 Filed October 21, 2005 File No. 333-123351
Dear Mr. Mumford:
We represent Wimax EU, Ltd ("Wimax" or the "Company"). We are in receipt of your letter dated November 2, 2005 regarding the above referenced filing and the following are our responses:
1. Please refer to our prior comment 11 from our letter dated September 13, 2005 regarding your outstanding shares having apparently exceeded your authorized shares at December 31, 2004. It is unclear how this does not result in you issuing shares that were not authorized. Please explain.
Answer: Please note that all stockholders of record who owned greater than 2,001 shares of the Company's common stock agreed to waive their right to receive shares pursuant to the 5 for 1 forward split effected on February 15, 2005. Accordingly, each of such shareholders signed a Shareholder Waiver Agreement dated February 14, 2005 which have been included in the SB-2 as exhibits. Pursuant to such waivers, these shareholders were not issued shares pursuant to the stock split as they had relinquished all rights to such shares. Accordingly, the Company has amended its financial statements for the year ended December 31, 2004 and for the quarter ended September 30, 2005 so as to not apply the forward split to the shares held by the waiving shareholders. Therefore, the revised financial statements reflect the accurate number of shares outstanding which do not exceed the number of shares authorized.
2. Please reconcile the exercise prices of the stock options mentioned on pages 13 and 14.
Answer: The SB-2 has been amended to correctly reflect the exercise price of $0.50 for the stock options held by Christopher Lee Miles.
ANSLOW & JACLIN, LLP
BY: /s/ GREGG E. JACLIN ------------------- GREGG E. JACLIN
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November 23, 2005
Mr. Jay Mumford
Division of Corporate Finance
U.S. Securities & Exchange Commission
Mail Stop 0603
Washington, D.C. 20549
Re: Wimax EU, Ltd
Amendment No.3 to Registration Statement to Form SB-2
Filed October 21, 2005
File No. 333-123351
Dear Mr. Mumford:
We represent Wimax EU, Ltd ("Wimax" or the "Company"). We are in receipt of your
letter dated November 2, 2005 regarding the above referenced filing and the
following are our responses:
1. Please refer to our prior comment 11 from our letter dated September
13, 2005 regarding your outstanding shares having apparently exceeded
your authorized shares at December 31, 2004. It is unclear how this
does not result in you issuing shares that were not authorized. Please
explain.
Answer: Please note that all stockholders of record who owned greater than
2,001 shares of the Company's common stock agreed to waive their right
to receive shares pursuant to the 5 for 1 forward split effected on
February 15, 2005. Accordingly, each of such shareholders signed a
Shareholder Waiver Agreement dated February 14, 2005 which have been
included in the SB-2 as exhibits. Pursuant to such waivers, these
shareholders were not issued shares pursuant to the stock split as
they had relinquished all rights to such shares. Accordingly, the
Company has amended its financial statements for the year ended
December 31, 2004 and for the quarter ended September 30, 2005 so as
to not apply the forward split to the shares held by the waiving
shareholders. Therefore, the revised financial statements reflect the
accurate number of shares outstanding which do not exceed the number
of shares authorized.
2. Please reconcile the exercise prices of the stock options mentioned on
pages 13 and 14.
Answer: The SB-2 has been amended to correctly reflect the exercise price
of $0.50 for the stock options held by Christopher Lee Miles.
ANSLOW & JACLIN, LLP
BY: /s/ GREGG E. JACLIN
-------------------
GREGG E. JACLIN
</TEXT>
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