SEC Comment Letter for ROKWADER, INC. (CIK 0001322952) — Oct 20, 2005
ROKWADER, INC. (CIK 0001322952)
Date: Oct. 20, 2005 · CIK: 0001322952 · Accession: 0000000000-05-053653
AI Filing Summary & Sentiment
File numbers found in text: 333-125314
Referenced dates: June 30, 2005, June 30, 2005, June 30, 2005
Letter
MAIL STOP 3561 September 2, 2005 Mr. Yale Farar, President Rokwader, Inc. 23950 Craftsman Road Calabasas, CA 91302
Re: Rokwader, Inc. Amendment No. 1 to Registration Statement on Form SB-2 File No. 333-125314 Filed July 28, 2005
Dear Mr. Farar:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments.
Prospectus Cover Page 1. As requested in prior comment four in our letter dated June 30, 2005, please disclose any minimum purchase requirements as required by Item 501(a)(9)(iii) of Regulation S-B. 2. Please explain the statement that the offering price of $1 "is only an estimate of market value" when there is no market for your securities and does not appear to be a basis for estimating market value.
Limited State Registration, page 2 3. Please explain the disclosure in the second paragraph regarding resales after completion of an acquisition and release of securities from escrow being limited to those states allowing transactions in shares of a blank-check company. After completion of the offering and release of these securities from escrow, the company will no longer be a blank check company.
Risk Factors, page 4 4. Please add a separate risk factor discussing the possibility that management may obtain in a potential business combination better terms than the remaining investors due to employment, consulting services, or board appointment opportunities. We note the last sentence in risk factor one. Please further expand the potential benefits that may result to management and discuss the impact this may have on the benefit to non-management investors. Also, this would appear to contradict the disclosure in risk factor 11 that management is likely to resign after a business combination. 5. We reissue prior comment 11 in our letter dated June 30, 2005. Risk factor 15 does not appear to be a material risk to investors and should be removed. Use of Proceeds, page 11 6. Since the funds will only be released once a business combination has been completed, please explain the statement that once released from escrow the funds will be used to enable you to merge with or acquire an operating company. Do you mean that the proceeds will be used to pay the costs incurred in merging with or acquiring the operating company? 7. We note that the fees and expenses of this offering will be paid first from your treasury and then by your President, Mr. Farar. Please disclose in this section the expected amount of such fees and expenses ($100,000 as set forth in Part II) and your available cash balance as of the latest practicable date. See prior comment 17 in our letter dated June 30, 2005. In this regard, we note your response dated July 28, 2005 whereby you supplementally disclose that your cash balance was $65,475 as of June 30, 2005. 8. We reissue prior comment 16 in our letter dated June 30, 2005. The current disclosure states that you "do not intend to request the release of funds." Reconcile with your supplemental response to our prior comment that indicates you will not request the release of such funds. 9. We also note that the Mr. Farar has orally agreed to advance such funds. As requested in prior comment 17 in our letter dated June 30, 2005, the disclosure should address the enforceability of this oral agreement given the likelihood that advancement of funds by Mr. Farar will be required.
Management, page 19 10. Management`s involvement in shell companies, past and present, should be disclosed in this section if within the past five years. We note the disclosure in the risk factors section. Furthermore, your supplemental response to prior comment 25 in our letter dated June 30, 2005 should be included in this section under a caption labeled prior shell company experience. Consider including a prior performance table. 11. We reissue prior comment 26 in our letter dated June 30, 2005. For each employment experience listed in this section include the beginning and ending dates of employment, giving both the month and year.
Market for Common Stock, page 21 12. We reissue prior comment 30 in our letter dated June 30, 2005. In light of the fact that your potential business acquisition target is not known and the disclosure that you may acquire a development stage company that has a limited operating history or assets, please remove the discussion that you plan to enter into a business combination that would allow your securities to trade without the penny stock limitations.
Where You Can Find More Information, page 27 13. Please note the Commission`s new address:
100 F Street, NE Washington, DC 20549
Financial Statements 14. Your attention is directed to Item 310(g) of Regulation S-B and the need for updated financial statements. Please provide a currently dated consent with any amendment to the registration statement.
Closing Comments
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.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Any questions regarding the accounting comments may be directed to Blaise Rhodes at (202) 551-3774. Questions on other disclosure issues may be directed to William Bennett at (202) 551-3389.
Sincerely,
John Reynolds
Assistant Director
Show Raw Text
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<TEXT>
MAIL STOP 3561
September 2, 2005
Mr. Yale Farar, President
Rokwader, Inc.
23950 Craftsman Road
Calabasas, CA 91302
Re: Rokwader, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-125314
Filed July 28, 2005
Dear Mr. Farar:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.
Prospectus Cover Page
1. As requested in prior comment four in our letter dated June 30,
2005, please disclose any minimum purchase requirements as
required
by Item 501(a)(9)(iii) of Regulation S-B.
2. Please explain the statement that the offering price of $1 "is
only an estimate of market value" when there is no market for your
securities and does not appear to be a basis for estimating market
value.
Limited State Registration, page 2
3. Please explain the disclosure in the second paragraph regarding
resales after completion of an acquisition and release of
securities
from escrow being limited to those states allowing transactions in
shares of a blank-check company. After completion of the offering
and release of these securities from escrow, the company will no
longer be a blank check company.
Risk Factors, page 4
4. Please add a separate risk factor discussing the possibility
that
management may obtain in a potential business combination better
terms than the remaining investors due to employment, consulting
services, or board appointment opportunities. We note the last
sentence in risk factor one. Please further expand the potential
benefits that may result to management and discuss the impact this
may have on the benefit to non-management investors. Also, this
would appear to contradict the disclosure in risk factor 11 that
management is likely to resign after a business combination.
5. We reissue prior comment 11 in our letter dated June 30, 2005.
Risk factor 15 does not appear to be a material risk to investors
and
should be removed.
Use of Proceeds, page 11
6. Since the funds will only be released once a business
combination
has been completed, please explain the statement that once
released
from escrow the funds will be used to enable you to merge with or
acquire an operating company. Do you mean that the proceeds will
be
used to pay the costs incurred in merging with or acquiring the
operating company?
7. We note that the fees and expenses of this offering will be
paid
first from your treasury and then by your President, Mr. Farar.
Please disclose in this section the expected amount of such fees
and
expenses ($100,000 as set forth in Part II) and your available
cash
balance as of the latest practicable date. See prior comment 17
in
our letter dated June 30, 2005. In this regard, we note your
response dated July 28, 2005 whereby you supplementally disclose
that
your cash balance was $65,475 as of June 30, 2005.
8. We reissue prior comment 16 in our letter dated June 30, 2005.
The current disclosure states that you "do not intend to request
the
release of funds." Reconcile with your supplemental response to
our
prior comment that indicates you will not request the release of
such
funds.
9. We also note that the Mr. Farar has orally agreed to advance
such
funds. As requested in prior comment 17 in our letter dated June
30,
2005, the disclosure should address the enforceability of this
oral
agreement given the likelihood that advancement of funds by Mr.
Farar
will be required.
Management, page 19
10. Management`s involvement in shell companies, past and present,
should be disclosed in this section if within the past five years.
We note the disclosure in the risk factors section. Furthermore,
your supplemental response to prior comment 25 in our letter dated
June 30, 2005 should be included in this section under a caption
labeled prior shell company experience. Consider including a
prior
performance table.
11. We reissue prior comment 26 in our letter dated June 30, 2005.
For each employment experience listed in this section include the
beginning and ending dates of employment, giving both the month
and
year.
Market for Common Stock, page 21
12. We reissue prior comment 30 in our letter dated June 30, 2005.
In light of the fact that your potential business acquisition
target
is not known and the disclosure that you may acquire a development
stage company that has a limited operating history or assets,
please
remove the discussion that you plan to enter into a business
combination that would allow your securities to trade without the
penny stock limitations.
Where You Can Find More Information, page 27
13. Please note the Commission`s new address:
100 F Street, NE
Washington, DC 20549
Financial Statements
14. Your attention is directed to Item 310(g) of Regulation S-B
and
the need for updated financial statements. Please provide a
currently dated consent with any amendment to the registration
statement.
Closing Comments
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.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any questions regarding the accounting comments may be
directed
to Blaise Rhodes at (202) 551-3774. Questions on other disclosure
issues may be directed to William Bennett at (202) 551-3389.
Sincerely,
John Reynolds
Assistant Director
cc: Shoshannah D. Katz
Fax: (310) 552-5001
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Mr. Yale Farar, President
Rokwader, Inc.
September 2, 2005
p. 1
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