CORRESP 13 filename13.htm

                STOECKLEIN LAW GROUP, A PROFESSIONAL CORPORATION

PRACTICE LIMITED TO FEDERAL SECURITIES

 

 

EMERALD PLAZA

 

402 WEST BROADWAY

4695 MACARTHUR COURT

SUITE 400

ELEVENTH FLOOR

SAN DIEGO, CALIFORNIA 92101

NEWPORT BEACH, CALIFORNIA 92660

TELEPHONE:   (619) 595-4882

TELEPHONE: (949) 798-5541

FACSIMILE:     (619) 595-4883

FACSIMILE:  (949) 258-5112

EMAIL:          djs@slgseclaw.com

 

WEB:            www.slgseclaw.com

 

 

 

April 4, 2008

 

Anne Nguyen Parker

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0405

 

Re:

Alcantara Brands Corporation

 

Your Letter of April 2, 2008

 

Registration Statement on Form S-1

Filed on March 19, 2008

 

File No. 333-149804

 

Dear Ms. Parker:

 

This correspondence is in response to your letter dated April 2, 2008 in reference to our filing of the Form S-1 on behalf of Alcantara Brands Corporation (“Alcantara”), your File Number 333-149804.

 

In response to your request we have keyed our responses to your comment items in their original numeric order and provided for a notation of the location of the changes in the revised and amended filing of the Form S-1/A-1.

 


Alcantara Brands Corporation/SEC 1st Comment Response

April 4, 2008

Page 2

 

Cover Page

 

1.

We note your discussion in the Risk Factor 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 prominently 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 returned because it may be subject to creditor claims, including the claims of the law firm that assisted you with the preparation of the filing and issued the legality opinion.

 

Response:

 

We have amended our document to include the above disclosure on the cover page.

 

Exhibit 5

 

2.

The opinion of counsel incorrectly refers to a Form SB-1. Please obtain a new opinion of counsel referring to the correct form.

 

Response:

 

We have obtained and filed as an exhibit a revised legal opinion to address your comment.

 

Please advise if we can be of any further assistance.

 

Yours truly,

 

/s/Donald J. Stoecklein

Donald J. Stoecklein

 

/rv