SEC Comment Letter for Plan A Promotions, Inc. (GSPE) (CIK 0001341726) — Dec 6, 2005
Plan A Promotions, Inc. (GSPE) (CIK 0001341726)
Date: Dec. 6, 2005 · CIK: 0001341726 · Accession: 0000000000-05-060865
AI Filing Summary & Sentiment
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Mail Stop 3561
December 6, 2005
Alycia Anthony, Chief Executive Officer
Plan A Promotions, Inc.
3010 Lost Wood Drive
Sandy, UT 84092
Re: Plan A Promotions, Inc.
Registration Statement on Form 10-SB
Filed November 30, 2005
File No. 0-51638
Dear Ms. Anthony:
We have limited our review of your filing to those issues we
have addressed in our 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 information so we may better understand
your
disclosure. After reviewing this information, we may 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Comments
1. Please expand the business experience disclosures of management
to
describe their involvement as control persons and principal
shareholders of other reporting companies during the past five
years.
Please disclose the business activities and stage of development
of
each company during the time period of their involvement. If any
company conducted a reverse acquisition during the time period of
their involvement, please describe in the disclosure.
2. Please name the promoters of Plan A Promotions and provide the
disclosure required by Item 404(d) of Regulation S-B. Please see
the
definition of promoter in Rule 405 of Regulation C. Apart from
Ms.
Anthony and Ms. Heieren, Mr. James Doolin would appear to be a
promoter of Plan A, according to the exhibits filed with the Form
10-
SB.
3. The principal shareholders and management of Plan A Promotions,
in
various combinations, are or were control persons of other
development stage companies that file reports with the Commission.
Certain of these entities have engaged in reverse acquisitions.
For
example, we note Wasatch Web Advisors Inc. and Autoline Group Inc.
Other entities, like Energroup Technologies Corp. and Brenex Oil
Corp., are or were blank check companies. Please explain why Plan
A
Promotions should not be considered a "blank check" company in
light
of this track record.
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 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 staff comments and the declaration
of
effectiveness 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 will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
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.
You may contact Goldie B. Walker, Financial Analyst, at
(202)
551-3234 or me at (202) 551-3790 with any questions.
Sincerely,
John D. Reynolds
Assistant Director
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Alycia Anthony, Chief Executive Officer
Plan A Promotions, Inc.
December 6, 2005
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