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SEC Comment Letter for Trutankless, Inc. (CIK 0001429393) (TKLS) — Apr 2, 2008

Trutankless, Inc. (CIK 0001429393)
Date: April 2, 2008 · CIK: 0001429393 · Accession: 0000000000-08-017181

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File numbers found in text: 333-149804

Date
April 2, 2008
Author
cc: A. N. Parker
Form
UPLOAD
Company
Trutankless, Inc. (CIK 0001429393)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 April 2, 2008 Mr. Carlos T. Alcantara, President Alcantara Brands Corporation 1101 E. Tropicana Ave., Suite 2118 Las Vegas, NV 89119 Re: Alcantara Brands Corporation Registration Statement on Form S-1 Filed March 19, 2008 File No. 333-149804

Dear Mr. Alcantara:

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 w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, 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 re view 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.

Form S-1 filed March 19, 2008

Cover Page

1. We note your discussion in the Risk F actor section where you disclose that proceeds of the offering will be placed in the general corporate account rather than in an escrow account and therefore that the funds may be attached by your creditors. This fact should be promin ently disclosed on the cover page. Please expand your disclosure on the cover page to clarify that although you intend to “promptly return to the purchasers” all money paid for the shares without any deductions, all the money may not be re turned because it may be subject to

Mr. Carlos T. Alcantara Alcantara Brands Corporation April 2, 2008 Page 2

creditor claims, including the claims of the law firm that assisted you with the preparation of the filing and issued the legality opinion.

Exhibit 5

2. The opinion of counsel incorrectly refers to a Form SB-1. Please obtain a new opinion of counsel referri ng to the correct form. Closing Comments

As appropriate, please amend your regist ration 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 cove r 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 amendmen t 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 in formation 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 even t 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 purs uant to delegated authority, declare the filing effective, it does not foreclose th e 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 a nd 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 advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

Mr. Carlos T. Alcantara Alcantara Brands Corporation April 2, 2008 Page 3

We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate 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 a dvance of the requested effective date.

Please contact Carmen Moncada-Terry at (202) 551-3687 or me at (202) 551- 3611 with any questions. Sincerely,

Anne Nguyen Parker Branch Chief cc: A. N. Parker C. Moncada-Terry

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

April 2, 2008

Mr. Carlos T. Alcantara, President Alcantara Brands Corporation 1101 E. Tropicana Ave., Suite 2118 Las Vegas, NV 89119
Re: Alcantara Brands Corporation
  Registration Statement on Form S-1
Filed March 19, 2008
  File No. 333-149804

Dear Mr. Alcantara:

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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

Form S-1 filed March 19, 2008

Cover Page

1. We note your discussion in the Risk F actor section where you disclose that
proceeds of the offering will be placed in  the general corporate account rather
than in an escrow account and therefore that the funds may be attached by your
creditors.  This fact should be promin ently disclosed on the cover page.  Please
expand your disclosure on the cover page  to clarify that although you intend to
“promptly return to the purchasers” all money paid for the shares without any
deductions, all the money may not be re turned because it may be subject to

Mr. Carlos T. Alcantara
Alcantara Brands Corporation
April 2, 2008 Page 2

creditor claims, including the claims of the law firm that assisted you with the
preparation of the filing and issued the legality opinion.

Exhibit 5

2. The opinion of counsel incorrectly refers  to a Form SB-1.  Please obtain a new
opinion of counsel referri ng to the correct form.
 Closing Comments

As appropriate, please amend your regist ration 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 cove r 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 amendmen t 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 in formation 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mr. Carlos T. Alcantara
Alcantara Brands Corporation
April 2, 2008
Page 3

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

 Please contact Carmen Moncada-Terry  at (202) 551-3687 or  me at (202) 551-
3611 with any questions.
Sincerely,

Anne Nguyen Parker Branch Chief
  cc: A. N. Parker
C. Moncada-Terry