-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFNKXkSweLB4dtRPlS0M9/pW2isKyqi8k/rh7TFzFqEpjLmAajQddM5EqHBwHh/W KnxqNNAlYd9lC4A3RaypfA== 0001214782-08-000315.txt : 20090217 0001214782-08-000315.hdr.sgml : 20090216 20081208143649 ACCESSION NUMBER: 0001214782-08-000315 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Organic Alliance, Inc. CENTRAL INDEX KEY: 0001442634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1250 NE LOOP 410 STREET 2: SUITE 320 CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108268900 MAIL ADDRESS: STREET 1: 1250 NE LOOP 410 STREET 2: SUITE 320 CITY: SAN ANTONIO STATE: TX ZIP: 78209 CORRESP 1 filename1.htm oai-corresp120808.htm







December 8, 2008



Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549

RE:
Organic Alliance, Inc.
 
Amendment No. 4 to Registration Statement on Form S-1
 
File No. 333-152980

Attn:
Ramin M. Olson
 
Division of Corporation Finance

Dear Mr. Olson:

In response to the Staff’s comment letter to us dated December 5, 2008, we are enclosing herewith Amendment Number 4 to the Registration Statement on Form S-1 of Organic Alliance, Inc. (the “Company”).  We will respond to the Staff’s comments in the same order as set forth in its letter to us.

1.  We have revised the initial offering price for the Selling Stockholders on the cover page of the prospectus to be $.25 per share, which was the last sale of the shares on the Pink Sheets of the National Quotation Service on Friday, December 5, 2008.  We believe that the actual trading price of the common stock, which is quoted on the Pink Sheets and trades on a regular basis, is the best indication of common stock value and is the basis upon which we determined to revise the initial price to $.25 per share.  We have also indicated in the second full paragraph under “Selling Stockholders and Plan of Distribution” that the shares are being offered initially at $.25 per share, as this was the last price of the common stock on the Pink Sheets of the National Quotation Service on December 5, 2008.

2.  We have revised the table under “Selling Stockholders and Plan of Distribution” to indicate the number of shares owned by each Selling Stockholder after the offering is completed.

3.  The total number of warrants is 1,000,028, as indicated in Exhibit 10.2.  Accordingly, Exhibit 10.2 reflects the actual terms of the agreement.  The 28 additional warrants were erroneously omitted from Exhibit 10.1, the first Exchange Agreement that we filed.  We revised this number to 1,000,028 in Exhibit 10.2.  The 1,000,028 number is the correct number.

4.  We have added as an undertaking the language required in Item 512(a)(5)(ii).


 
 
 


Should you have any questions or comments with regard to the above, please do not hesitate to get in touch with me.

 
Very truly yours,
   
 
/s/ Gary A. Agron
   
 
Gary A. Agron

GAA/jp

Enclosures

cc:           William J. Gallagher
 
 
 
 
 



 
 
 




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