December
8th,
2008,
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VIA:
FedEx Courier
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Re: | Allstar Restaurants |
Amendment
No. 1 to Registration Statement on Form S-1
Filed
November 5, 2008
File No.
333-154610
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1.
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We
have revised as per your comment. We have edited the cover page to be
consistent with all requirements of Rule 421(d) and Item 501(b) of
Regulation S-K.
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2.
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We
have revised as per your comment. We have edited the cover page to include
the following statement: “… the selling shareholders will offer their
shares at a fixed price of $0.02 per share until the shares are quoted on
the Over the Counter Bulletin Board.” In addition, we corrected the
selling stockholders’ price per share (error) on Page 17, which should
read $0.02 per share, and not $0.05 per
share.
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3.
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We
have revised as per your comment. Both Officers and Directors will sell
the shares to the public. Further, we have included a statement on page 34
(Plan Of Distribution) as follows: “The foregoing statements pertain
solely to the portion of the offering in this prospectus being conducted
by the company and not the resale of the shares held by the selling
stockholders.”
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4.
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We
have revised as per your comment. We have deleted the table on the cover
page that emphasizes that all shares offered are
sold.
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5.
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We
have revised as per your comment. We have added additional scenarios
showing realized proceeds from the offering of 10% , 25%, and 75% (in
addition to 50% and 100%) in Use of Proceeds, Dilution, and Liquidity
sections.
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6.
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We
have revised as per your comment, see page
27.
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7.
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We
have revised as per your comment. On page 31, we have included the
following statement: “Should it be necessary, Management has committed to
providing funding in an amount up to $50,000 over the next twelve-month
period.”
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8.
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We
have revised as per your comment. We have deleted the last paragraph of
Item 17 in the Undertakings
section.
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/s/
Donald C. Jones
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/s/
Terry G. Bowering
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Donald
C. Jones
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Terry
G. Bowering
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President
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Secretary
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c.c. Via Fax: 604-681-4760: | William L. Macdonald, |
Tel: 604-689-1022
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Macdonald Tuskey Corporate & Securities Lawyers |
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Vancouver, Canada |