Robert A. Forrester
Attorney at Law
1215 Executive Drive West,
Suite 102
Richardson, TX 75081
(972) 437-9898
Fax (972) 480-8406
December 18, 2006
Craig Slivka
Division of Corporate Finance
Mail Stop 7010
United States Securities and Exchange Commission
Washington, D. C. 20549-7010
RE: Preliminary Proxy Statement of Schedule 14A
Amendment No. 1
Gibbs Construction, Inc. (the "Company")
File No 1-14088
Dear Mr. Slivka:
This letter is sent in response to the staff's comment letter of October 27,
2006, to the above issuer and in reference to its preliminary proxy statement,
the amendment of which is being filed with this letter. With the filing of this
letter, the Company is transmitting to you by courier a clean copy and a
manually marked copy of the filing for your reference and convenience. The
following reproduces the staff's comments with the Company's response following
the comment.
General
1. We note that you have yet to respond to a letter from Marva D. Simpson,
Special Counsel in the Office of Enforcement Liaison in the Division of
Corporation Finance dated September 27, 2006 regarding your apparent
failure to comply with the reporting requirements under Section 13(a)
of the Securities Exchange Act of 1934. Please include your reply to
this letter with your responses to the following comments. We have
enclosed a copy of that letter for your reference.
I have attached a copy of the letter sent to Ms. Simpson on
Friday, December 8, 2006, regarding the subject of the comment. As
of this date, the Company is current in its filings.
2. It appears that you have abandoned the offering filed on Form S-1 File
No. 333-58431 on July 2, 1998. Accordingly, please withdraw this
registration statement.
Complied with.
3. We note that your proxy statement currently calls for shareholders to
vote on all matters in one package. Please unbundled these actions and
provide a means by which the shareholders are afforded an opportunity
to approve, disprove or abstain with respect to each separate matter by
making the appropriate changes to the proxy statement and proxy card.
Refer to Rule 14a-4(b)(1) of the Securities Exchange Act of 1934. In
this regard, please note that you should clearly describe each separate
matter to be voted upon under its own caption in the proxy statement.
Note that we may have further comments on your revised disclosure.
The name change is now separated from the capital restructuring.
4. Please disclose all of the information required by Item 4 of Schedule
14A, including the means by which this solicitation will be made and by
whom the costs will be borne.
A third paragraph to the first section of the proxy statement has
been added in response to this comment.
5. Please disclose the information required by Item 5(a)(1) and (4) of
Schedule 14A.
Under the "General" section on page 3, the last paragraph is new
to indicate both Mr. Sample's interest and the spouse of Ms.
Myers's interest in the amendment to the capital structure. In
several instances (footnotes one and three to the stock ownership
table and the second paragraph in the "Reasons for the
Authorization of the Preferred Stock"), explicit reference about
the spouse of Ms. Myers's interest is indicated.
6. Please disclose the information required by Item 6(e) of Schedule 14A.
Following the table of stock ownership, a new section entitled
"Change of Control" has been added. See also response to comment
8.
7. Please disclose the information required by Item 13(a) of Schedule 14A.
Refer to Item 11(e) of Schedule 14A and Instruction 1 thereto as it
relates to the issuance of a material amount of senior securities.
We have appended the required information following the signature
page of the proxy statement.
8. Please disclose the information required by Item 11(b) and (c) of
Schedule 14A.
A new section entitled "Description of Capital Stock", has been
added to comply with the comment. Further, the "Change of Control"
section discusses the board of director's determination of the
consideration for the issuance of the post-split common and
preferred stock.
9. Please disclose the information required by Item 14(a)-5(e) of the
Securities Exchange Act of 1934.
At the end of the proxy statement, a new section, "Other Matters",
has been added to address this comment.
Security Ownership of Certain Beneficial Owners and Managements, page 2
10. Please revise to clarify whether the amounts of shares included in each
column in this table are presented on a pre-split or post-split basis.
Each column is now labeled pre-split and post-split, as
applicable. Footnote one is modified to make explicit the basis of
the post-shares.
11. Please revise this table to clarify the number of shares of common
stock owned by each beneficial owner as of a recent date. The table
currently says that the information is as of September 29, except as
otherwise indicated. However, because of footnote (2) to the column
entitled "Number of Shares of Common Stock Owned," it appears that the
column is intended to depict the number of shares owned by each person
after giving effect to the proposals.
The introductory paragraph has been changed to summarize
explicitly the information set forth in the table.
12. Clarify how you arrived at 9,142,500 shares owned by Mr. Sample
following the adoption of the proposals. If Mr. Sample beneficially
owns 25,000 of the shares because of the proxy given by Ms. Myers'
spouse, and you have agreed to issue 8,117,500 shares in consideration
of expenses advanced, that suggests that Mr. Sample already owns
1,000,000 shares on a post-split basis, or 8,000,000 shares on a
pre-split basis. Current ownership reflected in the table (4,000,000
shares) is not consistent with either of these.
Footnote one also clarifies how the 9,142,500 number was arrived
at.
13. Clarify how the shares of common and preferred stock that Mr. Sample
will own will give him 34,867,500 votes. If he will have 25,000,000
votes because of his preferred share ownership (500,000 preferred
shares time 50 votes per share), that must mean that he will own of
have the power to vote 9,867,500 shares of common stock. However, the
disclosure in the table indicates that Mr. Sample will beneficially own
9,142,500 shares of common stock after the transaction.
Footnote one identifies how the 34,867,500 is arrived at.
Proposal No. 1, page 2
14. Please disclose your current amount of authorized stock.
Prior to the discussion of the proposals, a new section
"Description of Securities", is added in response to comment * and
addresses the issue raised in this comment.
Reasons for Approving the One for Eight Reverse Stock Split and Increasing the
Number of Authorized Shares, page 4
15. You state that the increase in authorized common shares will make
available additional authorized shares that could be used to "...to
purchase several automobile auctions..." and that "...Without a reverse
stock split and an attendant increase in the number of authorized
shares of the Company's common stock, the board of directors believes
that there would not be a sufficient number of shares authorized to
permit the funding and any possible acquisition utilizing shares..."
Please revise to provide all information required by Item 14 of
Schedule 14A with respect to any planned acquisition or supplementally
provide to us a detailed legal analysis that explains why you believe
Item 14 is inapplicable. Please refer to Note A of Schedule 14A.
At the inception of the restructuring of the Company, the
principal was advised that any serious discussion with a potential
target could trigger substantial disclosures. Consistent with this
counsel, neither the Company, Mr. Sample, nor any affiliate or
associate has had any conversation or discussion, much less
negotiation, with a possible target acquisition. Mr. Sample has
willingly complied with the counsel and has, in fact told those
initiating contact with him regarding a possible acquisition that
no discussion or conversation could occur until the Company had
completed its capital restructuring and fund raising.
This counsel is consistent with Note A of Schedule 14A which says
that a transaction..."approving the authorization of additional
securities which are to be used to acquire another specified
company..." must address disclosures required by Item 14 of
Schedule 14A. The severely restricted parameters in which the
principal has acted with respect to a possible acquisition
precludes identifying a possible specific acquisition target.
Accordingly, because the increase in authorization of Common Stock
and the establishment of the power to issue Preferred Stock does
not relate to the possible acquisition of a specific company, Item
14 is not applicable.
Please do not hesitate to contact me at the above telephone number if I can
answer any of the staff's questions.
Very truly yours,
Robert A. Forrester
Robert A. Forrester
Attorney at Law
1215 Executive Drive West,
Suite 102
Richardson, TX 75081
(972) 437-9898
Fax (972) 480-8406
Marva Simpson
United States
Securities and Exchange Commission
Division of Corporate Finance
Washington, D. C.
Re: Letter of September 27, 2006 re Gibbs Construction, Inc.
File No. 1-14088
Dear Ms. Simpson:
We are filing with this letter a Form 8-K on behalf of the above referenced
registrant indicating a change in control with attendant disclosures. We
anticipate filing a Form 10-KSB on Monday, [December] 11, 2006, for the fiscal
year ended December 31, 2005, which will contain audited financial statement for
the registrant for the fiscal years ended December 31, 2005, 2004 and 2003. With
the filing of the Form 10-KSB, the registrant will be filing Quarterly Reports
on Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006, and
September 30, 2006, thus removing the delinquencies of that registrant.
Very truly yours,
/s/ Robert A. Forrester