Bosco Flooring Inc.
26 Utkina Street, Apt. 10
Irkutsk, Russia 664007
September 12, 2007
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549-7010
ATTENTION: JENNIFER R. HARDY
Dear Sirs:
Re: Bosco Flooring Inc. - Registration Statement on Form SB-2
Amendment No. 1 - File No. 333-144509
Further to your letter dated August 8, 2007, concerning the deficiencies in our
registration statement on Form SB-2, we provide the following responses:
General
1. PLEASE UPDATE THE FINANCIAL STATEMENTS AND THE AUDITOR'S CONSENT IN THE
AMENDED FILING. SEE ITEM 310(G) OF REGULATION S-B.
We have updated out disclosure to include updated financial statements
and related auditor's consent in accordance with Item 310(g) of
Regulation S-B.
Termination of the Offering, page 6
2. DISCLOSURE STATES THAT THE OFFERING WILL CONCLUDE WHEN ALL OF THE
2,240,000 SHARES OF COMMON STOCK HAVE BEEN SOLD OR BOSCO FLOORING, INC OR
BOSCO IN ITS SOLE DISCRETION DECIDES TO TERMINATE THE REGISTRATION OF THE
SHARES. SINCE BOSCO IS RELYING ON RULE 415(A)(1) OF REGISTRATION C UNDER
THE SECURITIES ACT FOR THE OFFERING, BOSCO MAY ONLY REGISTER SECURITIES
IN AN AMOUNT WHICH AT THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO YEARS
FROM THE REGISTRATION STATEMENT'S INITIAL EFFECTIVE DATE. SEE RULE 415
(A)(2) OF REGISTRATION C UNDER THE SECURITIES ACT. PLEASE REVISE TO
CLARIFY THAT THE OFFERING MUST TERMINATE WITHIN TWO YEARS FROM THE
REGISTRATION STATEMENT'S INITIAL EFFECTIVE DATE.
We have amended the following disclosure to be in accordance with Rule
415(a)(2) of Registration C under the Securities Act, as follows:
In any event, the offering shall be terminated within two years from the
effective date of this registration statement.
Risk Factors, page7
3. DISCLOSURE INDICATES THAT BOSCO'S SOLE DIRECTOR AND OFFICER, MR. ALEXANDER
DANNIKOV, IS NOT A RESIDENT OF THE UNITED STATES. CONSEQUENTLY, IT MAY BE
DIFFICULT FOR INVESTORS TO EFFECT SERVICE OF PROCESS ON MR. DANNIKOV IN THE
UNITED STATES AND TO ENFORCE IN THE UNITED STATES JUDGMENTS OBTAINED IN
UNITED STATES COURTS AGAINST MR. DANNIKOV BASED ON THE CIVIL LIABILITY
PROVISIONS OF THE UNITED STATES SECURITIES LAWS. INCLUDE AS A DISCRETE RISK
FACTOR DISCLOSURE OF THE DIFFICULTY THAT INVESTORS MAY HAVE IN EFFECTING
SERVICE OF PROCESS ON BOSCO'S SOLE DIRECTOR AND OFFICER IN THE UNITED
STATES AND IN ENFORCING IN THE UNITED STATES JUDGMENTS OBTAINED IN UNITED
STATES COURTS AGAINST HIM BASED ON THE CIVIL LIABILITY PROVISIONS OF THE
UNITED STATES SECURITIES LAWS. FURTHER, IF A SUBSTANTIAL PORTION OF BOSCO'S
ASSETS IS LOCATED OUTSIDE OF THE UNITED STATES, PROVIDE COMPARABLE RISK
FACTOR DISCLOSURE OF THE DIFFICULTY THAT INVESTORS MAY HAVE IN EFFECTING
SERVICE OF PROCESS ON BOSCO AND IN ENFORCING IN THE UNITED STATES JUDGMENTS
OBTAINED IN UNITED STATES COURTS AGAINST BOSCO BASED ON THE CIVIL LIABILITY
PROVISIONS OF THE UNITED STATES SECURITIES LAWS.
We have now included the following risk factor disclosure:
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE
OF PROCESS AND TO ENFORCE JUDGEMENTS BASED UPON U.S. FEDERAL SECURITIES
LAWS AGAINST THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND
DIRECTOR.
Our sole director and officer, Alexander Dannikov, is not a resident of the
United States. Consequently, it may be difficult for investors to effect
service of process on Mr. Dannikov in the United States and to enforce in
the United States judgments obtained in United States courts against Mr.
Dannikov based on the civil liability provisions of the United States
securities laws.
4. DISCLOSURE IN THE MANAGEMENT SECTION INDICATES THAT MR. DANNIKOV SERVES
ALSO AS GENERAL MANAGER OF IRKUT CORPORATION. INCLUDE AS A DISCRETE RISK
FACTOR DISCLOSURE OF MR. DANNIKOV'S POTENTIAL CONFLICTS OF INTERESTS,
INCLUDING THE AMOUNT OF TIME THAT HE IS ABLE TO DEDICATE TO BOSCO AND ITS
BUSINESS. WE NOTE THE DISCLOSURE IN THE FOURTH RISK FACTOR THAT BOSCO
DEPENDS ON MR. DANNIKOV'S SERVICES FOR THE FUTURE SUCCESS OF ITS BUSINESS.
We have now included the following additional risk factor disclosures:
I) BECAUSE OUR SOLE DIRECTOR HAS AN INTEREST IN A COMPANY INVOLVED IN THE
SAME INDUSTRY, THERE IS A POTENTIAL CONFLICT OF INTEREST, INCLUDING
THE AMOUNT OF TIME HE IS ABLE TO DEDICATE TO BOSCO AND ITS BUSINESS
Our sole director is associated with another company that is engaged
in business activities similar to those to be conducted by us.
Potential conflicts of
interest may arise in future that may cause our business to fail,
including the amount of time he is able to dedicate to our business as
well as additional conflict of interests over opportunities presented
to our sole director during the performance of his duties. Bosco does
not currently have a right of first refusal pertaining to
opportunities that come to management's attention where the
opportunity may relate to Bosco's proposed business operations.
II) BECAUSE OUR DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our president, Alexander Dannikov, intend to devote 30% of his
business time to our affairs. It is possible that the demands on
Alexander Dannikov from his other obligations could increase with the
result that he would no longer be able to devote sufficient time to
the management of our business. In addition, Alexander Dannikov may
not possess sufficient time for our business if the demands of
managing our business increased substantially beyond current levels.
5. THE SECOND RISK FACTOR AND THE BUSINESS SECTION UNDER "AGREEMENT WITH OUR
SUPPLIER" REFER TO BOSCO'S MARKETING AND SALES DISTRIBUTION AGREEMENT
WITH "BOSSCO-LAMINATE CO., LTD.," AND MARKETING AND SALES DISTRIBUTION
AGREEMENT FILED AS EXHIBIT 10.1 REFERS TO "BOSCO-LAMINATE CO., LTD."
AND "BOSSCO-LAMINATE CO." PLEASE RECONCILE THE DISCLOSURES AND ENSURE
THAT THE CORRECT NAME OF THE SUPPLIER IS INCLUDED IN THE PROSPECTUS AND
THE EXHIBIT. ADDITIONALLY, ADVISE US WHETHER THE SUPPLIER IS AN
AFFILIATE OF BOSCO. SEE RULE 405 OF REGULATION C UNDER THE SECURITIES
ACT FOR THE DEFINITION OF "AFFILIATE".
We have amended the disclosure in exhibit 10.1 to include the correct
name of the supplier, "BOSSCO-LAMINATE CO., LTD.".
Bossco-Laminate Co., Ltd is not an affiliate of Bosco Flooring, Inc.
Selling Shareholders, page10
6. CONSIDER ADDING DISCLOSURE THAT THE TERM SELLING SHAREHOLDERS INCLUDES
THE SELLING SHAREHOLDERS AND THEIR TRANSFEREES, PLEDGES, DONEES, OR
THEIR SUCCESSORS.
We have added the following additional disclosure:
The term Selling Shareholders includes the selling shareholders and their
transferees, pledges, donees, or their successors.
7. CONFIRM THAT NONE OF THE SELLING SHAREHOLDERS IS A BROKER-DEALER OR A
BROKER-DEALER'S AFFILIATE.
We have added the following disclosure:
None of the selling shareholders is a broker-dealer; or Broker-dealer's
affiliate.
8. STATE THAT BOSCO WILL FILE A PROSPECTUS SUPPLEMENT TO NAME SUCESSORS TO
ANY NAMED SELLING SHAREHOLDERS WHO ARE ABLE TO USE THE PROSPECTUS TO
RESELL THE SECURITIES.
We have added the following disclosure:
We will file a prospectus supplement to name successors to any named
selling shareholders who are able to use prospectus to resell the
securities.
Directors, Executive Officers, Promoters and Control Persons, page15
9. DISCLOSURE INDICATES THAT MR. DANNIKOV HAS WORKED AS GENERAL MANAGER OF
IRKUT CORPORATION SINCE NOVEMBER 2006. EXPAND THE DISCLOSURE TO INDICATE
THE AMOUNT OF TIME THAT MR. DANNIKOV DEDICATES TO BOSCO AND ITS BUSINESS.
We have added the following disclosure:
Mr. Dannikov devotes 30% of his business time to our affairs. He is
responsible for managing our business operations and overseeing day-to-
day affairs, including all administrative aspects.
Interests of Named Experts and Counsel, page 18
10.INCLUDE COUNSEL'S ADDRESS AS REQUIRED BY PARAGRAPH 23 OF SCHEDULE A TO
THE SECURITIES ACT.
We have included counsel's address as required by paragraph 23 of
Schedule A to the Securities Act.
Daniel C.Masters, our legal counsel, 4490 Philbrook Square, San Diego, CA
92130, has provided an opinion on the validity of our common stock.
Exhibit Index
11.INCLUDE AN EXHIBIT INDEX IMMEDIATELY BEFORE THE EXHIBITS AS REQUIRED BY
RULE 102(D) OF REGULATION S-B.
We have included an exhibit index as required by Rule 102(d) of
Regulation S-B
Exhibit 5.1
12.COUNSEL MUST CONSENT ALSO TO BEING NAMED IN THE REGISTRATION STATEMENT.
SEE RULE 436 OF REGULATION C UNDER THE SECURITIES ACT. PLEASE REVISE.
We have included our counsel's consent to being named in the registration
statement as exhibit 23.2.
Please note that our correct address, postal code and telephone number are the
same as stated on our Form SB-2:
26 Utkina Street, apt 10
Irkutsk, Russia 664007
Telephone: 7-3952-681-878
Fax: 7-3952- 701-821
E-mail : boscoflooring@gmail.com
Sincerely,
/s/ Alexander Dannikov
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Alexander Dannikov
President