SEC Comment Letter for MARA Holdings, (MARA) — Jan 19, 2011
MARA Holdings, Inc.
Date: Jan. 19, 2011 · CIK: 0001507605 · Accession: 0000000000-11-003517
AI Filing Summary & Sentiment
File numbers found in text: 333-171214
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE January 11, 2011 Leslie Clitheroe President and Chief Executive Officer Verve Ventures Inc. 33 Turnberry Drive Wilmslow, Cheshire Sk92QW
Re: Verve Ventures Inc. Registration Statement on Form S-1 Filed December 16, 2010 File No. 333-171214
Dear Mr. Clitheroe:
We have reviewed your registration stat ement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by am ending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell why in your response. After reviewing any amendment to your registration statement and the information you provide in response to th ese comments, we may have additional comments. General
1. Rule 419(a)(2) of Regulation C defines a blank check company as a company issuing penny stock that is “a development stage company that has no specific business plan or purpose, or has indicated th at its business plan is to engage in a merger or acquisition with an unidentifie d company or companies” and is issuing penny stock. In discussing this definiti on in the adopting release, the Commission stated that it would “scrutinize…offerings for attempts to create the appearance that the registrant is not a developmen t stage company or has a specific business plan, in an effort to avoid the application of Rule 419.” See Securities Act Release No. 6932 (April 13, 1992). In carry ing out this mandate, our assessment of your status under the definition can be based only upon the representation of
Mr. Leslie Clitheroe Verve Ventures Inc. January 11, 2011 Page 2 your proposed business in your registrati on statement. We also refer you to proposing Securities Act Release No. 6891 (April 17, 1991).
Your disclosure indicates the following:
• You are a development stage company with no revenues and have received a going concern opinion from your auditor; • You issue penny stock; • You have no operations, no assets (e xcept for cash) and no employees; • You will be unable to implement your business plan without substantial additional funding and there appears to be no efforts or current plans for obtaining this funding; and • The registration statement contains very general disclosure related to the nature of your business plan.
In view of the foregoing, it appears that your proposed business is commensurate in scope with the uncertainty ordinarily associated with a blank check company. Therefore, please revise the registration statement to comply with Rule 419 of Regulation C. In particular, please revi se your filing to include the disclosure required by Item 419(c) and c onfirm that you will file post-effective amendments as required by Rule 419(d) and (e). Please be advised that the offer must contain the terms set forth in Rule 419(e)(2). Pl ease revise your prospectus to describe these terms. 2. Please explain why you are registering shares for resale at this time in light of the disclosure in your filing that you need to raise additional capital to continue your operations. For example, are you co ntractually obligated to do so?
3. Please advise us as to all other regist ration statements of companies for which your officers and directors may have acted as promoters, or in which they have a controlling interest, by describi ng in detail the nature and extent of the direct or indirect relationship between your officers and director s and these companies and their affiliates. Your disclosure should indicate which companies are now viable or dormant, which businesses have been modified and restated from that described in their offering documents, no ting the companies that are still actively reporting with the Commission. 4. Please provide the information require d by Item 404(c) of Regulation S-K. 5. Please provide to us supplementally with a description of Karen Batcher’s role in connection with the formation of Verve Ventures Inc. and the in itial offering(s) of all its securities. We may have furthe r comment after reviewing your response. 6. Please provide the information require d by Item 502(b) of Regulation S-K.
Mr. Leslie Clitheroe Verve Ventures Inc. January 11, 2011 Page 3
Outside Front Cover Page of the Prospectus
7. Please revise here and throughout the filing to reference the correct name of the OTC Bulletin Board. We also note that the OTC Bulletin Board is overseen by FINRA. 8. Please revise here and throughout the fili ng to consistently refer to your two officers and directors. For example, a nd without limitation, on page 7 you refer to them only as “directors” and the cont ext would not limit such reference.
Summary, page 3
9. We note the disclosure at the top of pa ge 4 regarding your cash as of October 31, 2010 and your current cash burn-rate.
• We note that you will pay the expenses of this offering, as discussed on page II-1. Please revise to indicate th at your cash will decrease as a result of this offering and provide an es timate of your post-offering cash.
• Please clarify whether the burn-rate in cludes the costs of being a reporting company, as discussed in the last risk factor on page 9.
• Please revise the duration of your curre nt capital in light of the foregoing comments.
Please also comply with this comment in the risk factor “If we do not obtain additional financing, our business will fail” on page 5.
Determination of Offering Price, page 9
10. You disclose that you determined the offering price arbitrarily by adding a $0.03 premium to the last sale price of your co mmon stock to investors. Given that the offering price is $0.01 per share, it is now clear how you added a $0.03 premium. Please revise accordingly. Please also comply with this comment under “Plan of Distribution” on page 11.
Selling Shareholders, page 9
11. Please identify each selling shareholder th at is an affiliate of your company.
Mr. Leslie Clitheroe Verve Ventures Inc. January 11, 2011 Page 4 Plan of Distribution, page 11
12. Please advise us as to why the selling shareholders are identified as “underwriters”. 13. Please reconcile the disclosure in th e last paragraph on page 11 with the disclosure in the footnotes to the selling shareholder table on page 10.
14. Please revise to state that currently y ou are a shell company. Please be advised that it is not sufficient to indicate that you “may be deemed” a shell company, as disclosed on page 12.
Description of Business, page 15
Pro Forma Expenses and Revenue Budget, page 15
15. Please reconcile the amount required for the next year with the amount disclosed in the two tables on page 16. Revenues, page 16
16. Please reconcile the disclosure here regard ing the number of clients per year with the disclosure in the risk factor “Because we have only two officers and directors…” on page 6. Market, page 17
17. Please remove the reference to the third- party website. Please also comply with this comment under “Carriers License” on page 18.
Plan of Operation, page 20
18. Please reconcile the amounts disclosed under “Completion of Secondary Financing” with the disclosure on pages 15 and 16. Available Information, page 22
19. Please remove the qualification referenced in the fourth sentence of the first paragraph.
Directors, Executive Officers, Promot ers, and Control Persons, page 23
20. Please disclose the information required by Item 407(a) of Regulation S-K. Refer to Item 11(n) of Form S-1.
Mr. Leslie Clitheroe Verve Ventures Inc. January 11, 2011 Page 5
Biographical Information, page 23
21. Please provide the disclosure included in response to Item 401(f) of Regulation S- K for the past 10 years.
Financial Statements
Financial Statements, page 27 General
22. Please disclose in the footnotes to your fi nancial statements what your fiscal year- end is.
We urge all persons who are responsible fo r the accuracy of the disclosure in the filing to be certain that the filing includes the informati on the Securities Act of 1933 and all applicable Securities Act rules require. Si nce the company and its management are in possession of all the facts relating to a compa ny’s disclosure, they are responsible for the accuracy and adequacy of the disclosure they have made.
Notwithstanding our comments, in the ev ent you requests acceleration of the effective date of the pending registration st atement please provide a written statement from the company acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does fo reclose 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, doe s not relive the company from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
Please refer to Rules 460 and 461 regard ing request for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange Act of 1934 as they relate to the purpose public offering of the securities specified in the above registration statement. Please allow adeq uate time for us to review any amendment prior to the requested effective da te of the registration statement.
Mr. Leslie Clitheroe Verve Ventures Inc. January 11, 2011 Page 6 You may contact Jeffrey Go rdon at (202) 551-3866 or, in his absence, Rufus Decker at (202) 551-3769 if you have quest ions regarding comments on the financial statements and related matters. Please cont act Errol Sanderson at (202) 551-3746 or, in his absence, Andrew Schoeffler at (202) 551-3748 with any ot her questions or disclosure issues.
Sincerely, Pamela A. Long Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
January 11, 2011
Leslie Clitheroe President and Chief Executive Officer Verve Ventures Inc. 33 Turnberry Drive
Wilmslow, Cheshire Sk92QW
Re: Verve Ventures Inc.
Registration Statement on Form S-1 Filed December 16, 2010 File No. 333-171214
Dear Mr. Clitheroe:
We have reviewed your registration stat ement and have the following comments.
In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter by am ending your registration statement and
providing the requested information. If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell why in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.
General
1. Rule 419(a)(2) of Regulation C defines a blank check company as a company
issuing penny stock that is “a development stage company that has no specific
business plan or purpose, or has indicated th at its business plan is to engage in a
merger or acquisition with an unidentifie d company or companies” and is issuing
penny stock. In discussing this definiti on in the adopting release, the Commission
stated that it would “scrutinize…offerings for attempts to create the appearance that the registrant is not a developmen t stage company or has a specific business
plan, in an effort to avoid the application of Rule 419.” See Securities Act Release No. 6932 (April 13, 1992). In carry ing out this mandate, our assessment
of your status under the definition can be based only upon the representation of
Mr. Leslie Clitheroe
Verve Ventures Inc.
January 11, 2011 Page 2
your proposed business in your registrati on statement. We also refer you to
proposing Securities Act Release No. 6891 (April 17, 1991).
Your disclosure indicates the following:
• You are a development stage company with no revenues and have received
a going concern opinion from your auditor;
• You issue penny stock;
• You have no operations, no assets (e xcept for cash) and no employees;
• You will be unable to implement your business plan without substantial
additional funding and there appears to be no efforts or current plans for
obtaining this funding; and
• The registration statement contains very general disclosure related to the
nature of your business plan.
In view of the foregoing, it appears that your proposed business is commensurate
in scope with the uncertainty ordinarily associated with a blank check company.
Therefore, please revise the registration statement to comply with Rule 419 of
Regulation C. In particular, please revi se your filing to include the disclosure
required by Item 419(c) and c onfirm that you will file post-effective amendments
as required by Rule 419(d) and (e). Please be advised that the offer must contain
the terms set forth in Rule 419(e)(2). Pl ease revise your prospectus to describe
these terms.
2. Please explain why you are registering shares for resale at this time in light of the
disclosure in your filing that you need to raise additional capital to continue your operations. For example, are you co ntractually obligated to do so?
3. Please advise us as to all other regist ration statements of companies for which
your officers and directors may have acted as promoters, or in which they have a
controlling interest, by describi ng in detail the nature and extent of the direct or
indirect relationship between your officers and director s and these companies and
their affiliates. Your disclosure should indicate which companies are now viable
or dormant, which businesses have been modified and restated from that described in their offering documents, no ting the companies that are still actively
reporting with the Commission.
4. Please provide the information require d by Item 404(c) of Regulation S-K.
5. Please provide to us supplementally with a description of Karen Batcher’s role in
connection with the formation of Verve Ventures Inc. and the in itial offering(s) of
all its securities. We may have furthe r comment after reviewing your response.
6. Please provide the information require d by Item 502(b) of Regulation S-K.
Mr. Leslie Clitheroe
Verve Ventures Inc.
January 11, 2011 Page 3
Outside Front Cover Page of the Prospectus
7. Please revise here and throughout the filing to reference the correct name of the
OTC Bulletin Board. We also note that the OTC Bulletin Board is overseen by
FINRA.
8. Please revise here and throughout the fili ng to consistently refer to your two
officers and directors. For example, a nd without limitation, on page 7 you refer to
them only as “directors” and the cont ext would not limit such reference.
Summary, page 3
9. We note the disclosure at the top of pa ge 4 regarding your cash as of October 31,
2010 and your current cash burn-rate.
• We note that you will pay the expenses of this offering, as discussed on page II-1. Please revise to indicate th at your cash will decrease as a result
of this offering and provide an es timate of your post-offering cash.
• Please clarify whether the burn-rate in cludes the costs of being a reporting
company, as discussed in the last risk factor on page 9.
• Please revise the duration of your curre nt capital in light of the foregoing
comments.
Please also comply with this comment in the risk factor “If we do not obtain
additional financing, our business will fail” on page 5.
Determination of Offering Price, page 9
10. You disclose that you determined the offering price arbitrarily by adding a $0.03
premium to the last sale price of your co mmon stock to investors. Given that the
offering price is $0.01 per share, it is now clear how you added a $0.03 premium.
Please revise accordingly. Please also comply with this comment under “Plan of Distribution” on page 11.
Selling Shareholders, page 9
11. Please identify each selling shareholder th at is an affiliate of your company.
Mr. Leslie Clitheroe
Verve Ventures Inc.
January 11, 2011 Page 4
Plan of Distribution, page 11
12. Please advise us as to why the selling shareholders are identified as “underwriters”.
13. Please reconcile the disclosure in th e last paragraph on page 11 with the
disclosure in the footnotes to the selling shareholder table on page 10.
14. Please revise to state that currently y ou are a shell company. Please be advised
that it is not sufficient to indicate that you “may be deemed” a shell company, as
disclosed on page 12.
Description of Business, page 15
Pro Forma Expenses and Revenue Budget, page 15
15. Please reconcile the amount required for the next year with the amount disclosed in the two tables on page 16.
Revenues, page 16
16. Please reconcile the disclosure here regard ing the number of clients per year with
the disclosure in the risk factor “Because we have only two officers and
directors…” on page 6.
Market, page 17
17. Please remove the reference to the third- party website. Please also comply with
this comment under “Carriers License” on page 18.
Plan of Operation, page 20
18. Please reconcile the amounts disclosed under “Completion of Secondary Financing” with the disclosure on pages 15 and 16.
Available Information, page 22
19. Please remove the qualification referenced in the fourth sentence of the first
paragraph.
Directors, Executive Officers, Promot ers, and Control Persons, page 23
20. Please disclose the information required by Item 407(a) of Regulation S-K. Refer
to Item 11(n) of Form S-1.
Mr. Leslie Clitheroe
Verve Ventures Inc.
January 11, 2011 Page 5
Biographical Information, page 23
21. Please provide the disclosure included in response to Item 401(f) of Regulation S-
K for the past 10 years.
Financial Statements
Financial Statements, page 27
General
22. Please disclose in the footnotes to your fi nancial statements what your fiscal year-
end is.
We urge all persons who are responsible fo r the accuracy of the disclosure in the
filing to be certain that the filing includes the informati on the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all the facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.
Notwithstanding our comments, in the ev ent you requests acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does fo reclose 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, doe s not relive the company from its full
responsibility from the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
Please refer to Rules 460 and 461 regard ing request for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the purpose public offering of the securities specified in the
above registration statement. Please allow adeq uate time for us to review any amendment
prior to the requested effective da te of the registration statement.
Mr. Leslie Clitheroe
Verve Ventures Inc. January 11, 2011 Page 6
You may contact Jeffrey Go rdon at (202) 551-3866 or, in his absence, Rufus
Decker at (202) 551-3769 if you have quest ions regarding comments on the financial
statements and related matters. Please cont act Errol Sanderson at (202) 551-3746 or, in
his absence, Andrew Schoeffler at (202) 551-3748 with any ot her questions or disclosure
issues.
Sincerely, Pamela A. Long Assistant Director