SEC Comment Letter for XMax Inc. (XMAX) (CIK 0001473334) (XMAX) — Dec 31, 2009
XMax Inc. (XMAX) (CIK 0001473334)
Date: Dec. 31, 2009 · CIK: 0001473334 · Accession: 0000000000-09-073384
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-163019
Letter
Re: Stevens Resources, Inc. Form S-1 Filed November 10, 2009, as amended December 16, 2009 File No. 333-163019 Dear Mr. Miller:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4628
DIVISION OF CORPORATION FINANCE
December 31, 2009 Justin Miller President, Director Stevens Resources, Inc. 1818 West Francis, Ste. 196 Spokane, Washington 99205
We have reviewed your amended 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. Pl ease 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 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
Plan of Operations, page 27
1. We note your response to prior comment 6. Please provide a risk factor that includes the warnings you have disclosed regarding the effects of not raising the full amount of the offering.
Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish
Justin Miller Stevens Resources, Inc. December 31, 2009 Page 2 a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letter s greatly facilitate our review. Please understand that we may have additional commen ts 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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Parker Morrill at (202) 551-3696 or, in his absence, me at (202) 551-3745 with any questions. Sincerely,
H. Roger Schwall Assistant Director cc: via Facsimile : Timothy S. Orr (509) 769-0303
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
December 31, 2009
Justin Miller President, Director Stevens Resources, Inc. 1818 West Francis, Ste. 196 Spokane, Washington 99205
Re: Stevens Resources, Inc.
Form S-1 Filed November 10, 2009, as amended December 16, 2009
File No. 333-163019
Dear Mr. Miller:
We have reviewed your amended 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. Pl ease 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 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
Plan of Operations, page 27
1. We note your response to prior comment 6. Please provide a risk factor that
includes the warnings you have disclosed regarding the effects of not raising the
full amount of the offering.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
Justin Miller
Stevens Resources, Inc. December 31, 2009 Page 2 a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letter s greatly facilitate
our review. Please understand that we may have additional commen ts 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Parker Morrill at (202) 551-3696 or, in his absence, me at (202)
551-3745 with any questions.
Sincerely,
H. Roger Schwall Assistant Director
cc: via Facsimile
:
Timothy S. Orr (509) 769-0303