View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
November 18, 2005
Mr. Robert S. Herlin
President
Natural Gas Systems, Inc.
820 Gessner
Suite 1340
Houston, TX 77024
Re: Natural Gas Systems, Inc.
Registration Statement on Form SB-2
Filed June 6, 2005 and amended October 19, 2005
File No. 333-125564
Dear Mr. Herlin:
We have reviewed your amended filing and response letter
dated
October 19, 2005 and have the following comments. Where
indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation. In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Selling Stockholders, page 33
1. We acknowledge your response to comment 2. We note, however,
that
you do not appear to provide an adequate justification for not
identifying Mr. James F. George as an underwriter. Selling
stockholders who are registered broker-dealers should be
identified as
underwriters unless they received the securities that are being
registered for resale as compensation for investment banking
services.
Revise your registration statement accordingly.
Financial Statements
2. Please expand your response to prior comment 5 to detail the
financial statements you have filed relating to the May, 2004
merger
of Old NGS with a subsidiary of Reality Interactive, Inc. (the
former
name of your company) and subsequent producing oil and gas
property
acquisitions. Explain why you believe these financial statements
satisfy the requirements of Item 310 of Regulation S-B. Without
limitation, your response should support the assertion on page F-7
that the accounting you applied to the "reverse merger" was
appropriate. Identify the date, terms and parties to the reverse
merger in your note disclosure. Remove the inappropriate reference
to
SAB 2:A. Note that certain portions of SAB 2:A were deleted in
connection with the issuance of SAB 103.
3. Refer to the disclosure you have added on page 8 regarding the
significant penalties under the terms of the private placement
arrangement. Note that the shares related to such arrangements
should
be reflected as temporary equity. Any liability that is recorded
for
penalties must meet the conditions for accrual under SFAS 5. In
addition, note that penalties are not considered to be offering
costs
under SAB 5:A and should be expensed as incurred. Please call us
to
discuss this comment before responding to this letter.
4. Provide all disclosures called for by Rule 4-10(c)(7) of
Regulation
S-X.
5. Update your financial statements as called for by Item 310(g)
of
Regulation S-B. In addition, please update the consents from your
independent registered accountants and independent petroleum
engineers.
Engineering Comments
6. Please note that the page numbers herein refer to blackline
copy of
document.
Management`s Discussion and Analysis..., page 12
Results of Operations, page 13
7. We note your statement, "The properties purchased in the Tullos
Field Area were transferred without the normally available well
plats,
geological maps and well histories. Consequently, our development
plan for Tullos Field has been delayed while we reproduce or
locate
much of this information necessary to more efficiently produce the
wells, collect and dispose of water and identify precise disposal
needs and workover opportunities." Explain to us how you and your
independent petroleum engineer were able to estimate your
disclosed
proved reserves without this essential information, particularly
with
regard to those properties that are non-producing. You may
include
technical information to illustrate your methodologies.
Production, Average Sales Prices and Average Production Costs,
page 17
8. Please amend your document to disclose your historical product
prices before and after any hedging effects and your historical
production costs.
Productive Gross and Net Wells, page 18
9. You have disclosed 256 net wells as productive or capable of
producing. "Capable of producing" describes only those wells that
are
shut-in while awaiting sales connections and require no remedial
work.
We understand that existing boreholes, even those incapable of
commercial production, are useful for future development plans.
Please amend your document to disclose also the number of wells
that
were producing at period-end.
Supplemental Oil and Gas Disclosures (unaudited), page F-14
Proved Developed and Undeveloped Reserves..., page F-15
10. We note your negative proved reserve revisions in fiscal 2004.
Furnish to us a detailed explanation of the change in conditions
that
led to these negative revisions, including but not limited to the
Delhi 208-1 well. Amend your document to eliminate the disclosure
of
probable reserves here.
11. Please give us a technical narrative to support your "addition
of
eight proved undeveloped reserve locations (PUDs)" in fiscal 2005.
Include the pertinent information concerning the production
history of
the well(s) to which these locations are adjacent. Amend your
document to identify the "outside geologist" you retained for this
study and include his/her consent.
12. Furnish to us the reserve report that was the basis for your
6-30-
05 disclosed proved reserves. You may contact us for assistance
in
this or any other matter.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Barry Stem, Senior Assistant Chief
Accountant,
at (202) 551-3763 if you have questions regarding comments on the
financial statements and related matters. Direct questions
relating
to the engineering comments to Ronald Winfrey, Petroleum Engineer,
at
(202) 551-3704. Please contact Carmen Moncada-Terry at (202) 551-
3687
or, in her absence, Timothy Levenberg at (202) 551-3707 with any
other
questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: C. Moncada-Terry
T. Levenberg
B. Stem
R. Winfrey
Mr. Robert S. Herlin
Natural Gas Systems, Inc.
November 18, 2005
Page 2