SEC Comment Letter for WestCoast Golf Experiences Inc. (CIK 0001328670) — Jul 14, 2005
WestCoast Golf Experiences Inc. (CIK 0001328670)
Date: July 14, 2005 · CIK: 0001328670 · Accession: 0000000000-05-035979
AI Filing Summary & Sentiment
File numbers found in text: 333-125956
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Mail Stop 6010
July 14, 2005
Michael M. Kessler, Esq.
3406 American River Drive
Sacramento, CA 95864
Re: Westcoast Golf Experiences, Inc.
Form SB-2 Registration Statement
File No. 333-125956
Dear Mr. Kessler:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Risk Factors - page 4
Roger Arnet, the president and director of the company..., page 4
1. In this risk factor you state the fact that neither of the
officers has any experience serving in an accounting/financial
position. Please tell us who prepared the financial information
and
developed the accounting policies included in this document.
Since we are a development stage company, have generated no
revenues
and lack an operating history, an investment in the shares offered
herein is highly risky and could result in a complete loss of your
investment if we are unsuccessful in our business plans. - page 5
2. You say that an investor should consider the substantial risks,
expenses and difficulties encountered by new entrants into the
highly
competitive golf services and accessories industry, but you have
not
identified what they are. Please expand the risk factor to
identify
them. Alternatively, if you believe that you have fully
identified
these risks, expenses and difficulties in the remaining risk
factors,
please consider deleting this risk factor. If you retain it, it
should fully identify the specific risk and its consequences.
3. You also say that your ability to achieve and maintain
profitability and positive cash flow is highly dependent upon a
number of factors, including our ability to attract and retain
customers... Please revise the risk factor to identify all of the
relevant material factors.
Dilution of the Price You Pay for Your Shares, page 11
4. Please disclose in your table the amount per share that is
attributable to the cash payments made by purchasers of the shares
being offered. Consider providing all of the dilution information
in
a table format that reconciles from the net tangible book value
before the offering to the net tangible book value after the
offering. Refer to Item 506(b) of Regulation S-B.
Terms of the Offering - page 13
5. Please disclose whether the offering can be extended. If so,
please provide the terms of any extension here and briefly
describe
them on the cover page.
6. Please tell us how you considered Staff Topic 1B(1) in
determining
the accounting treatment for the services and the office space
provided by your directors. If a payment of salaries is approved
in
the future, please clarify whether the payment will retroactively
consider the services rendered to date.
Industry Background - page 18
7. Please provide us with a copy of the documents you are relying
on
for the information discussed in this section. Please mark the
documents to show the location of each piece of cited information.
Exhibits
8. Please file the subscription agreement as an exhibit to the
registration statement.
Item 512 Undertakings
9. Please provide the appropriate undertakings for this offering
as
specified in Item 512 of Regulation S-B.
* * * * *
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. We may have additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please
provide
this request at least two business days in advance of the
requested
effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.
You may contact Keira Ino at 202-551-3659 or James Atkinson
at
202-551-3674 if you have questions regarding comments on the
financial statements and related matters. Please contact Mary
Fraser
at 202-551-3609 or me at 202-551-3710 with any other questions.
Regards,
Jeffrey P. Riedler
Assistant Director
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Michael M. Kessler, Esq.
Westcoast Golf Experiences, Inc.
July 14, 2005
Page 4
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