SEC – ‘UPLOAD’ from 12/29/06 re: Latitude 360, Inc. – ‘LETTER’

On:  Friday, 12/29/06, at 1:55pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/10/07   ·   Accession #:  0-6-63482

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   5±    20K 


December 29, 2006                                                               

By facsimile to (817) 795-0154 and U.S. Mail                                    

Mr. Edward Stevens                                                              
President                                                                       
Kingdom Koncrete, Inc.                                                          
4232 East Interstate 30                                                         
Rockwall, TX 75087                                                              

Re:     Kingdom Koncrete, Inc.                                                  
Pre-effective Amendment 1 to Registration Statement on Form     
SB-1                                                                            
Filed December 13, 2006                                         
File No. 333-138194                                                             

Dear Mr. Stevens:                                                               

We reviewed the filing and have the comments below.                             

Prospectus` Outside Front Cover Page                                            

1. We note your response to prior comment 5.  Change the date from              
April 15, 2006 to June 12, 2007 at the beginning of the first                   
paragraph.  Further, revise the phrase "after our offering is                   
complete which we expect will be before June 12, 2007" to clarify               
that the offering will end or close on June 12, 2007.                           

The Offering, page 2                                                            

2. Refer to prior comment 7.  As revised, it is unclear that the                
officers, directors, and their affiliates are limited to a maximum              
of                                                                              
5,000 shares each or a cumulative total of 10% of the aggregate                 
offering sold.  Please revise so that the disclosure here is                    
consistent with that on page 8.                                                 

Industry Overview, page 11                                                      

3. Refer to prior comment 12.  As revised, it is unclear who the                
source is for the percentages of the total volume of ready-mixed                
concrete produced in the United States in 2005 that are presented               
in                                                                              
the second paragraph on page 12.  We note that the initial                      
registration statement indicated that F.W. Dodge was the source.                
Please revise.                                                                  

Customers, page 14                                                              

4. Refer to prior comment 15.  Revised disclosure states that                   
although Kingdom Koncrete relies heavily on repeat customers,                   
Kingdom                                                                         
Koncrete is not dependent on any one customer.  Clarify whether                 
Kingdom Koncrete is dependent on a few customers as steady, repeat              
customers.  See Item 101(b)(6) of Regulation S-B.  If Kingdom                   
Koncrete is dependent on a few customers as steady, repeat                      
customers,                                                                      
state the amount of revenues attributable to them during the                    
periods                                                                         
presented in the financial statements.                                          

Undertakings, page 24                                                           

5. Refer to prior comment 28.  As noted previously, the                         
undertakings                                                                    
required by Rule 430B are inapplicable to this offering.  Please                
remove the reference to Rule 430B and the related undertaking.                  

Unregistered Securities Issued or Sold Within One Year, page 25                 

6. We note the response to prior comment 21 and the revised                     
disclosure here that Kingdom Koncrete issued 350,000 shares in                  
August                                                                          
2006 to Ascot Investors, LLC for its ownership in Kingdom                       
Concrete,                                                                       
Inc. and Ascot Investors, LLC subsequently sold 150,000 of its                  
350,000 shares of common stock to an unrelated individual.  Since               
Kingdom Koncrete, Inc., a private holding company incorporated in               
Nevada, was formed on August 22, 2006 to acquire 100% of the                    
outstanding common stock of Kingdom Concrete, Inc., a private                   
company                                                                         
incorporated in Texas, it is our view that both before and after                
the                                                                             
business combination or transaction the promoters or affiliates                 
and                                                                             
their transferees are underwriters of the securities issued and                 
the                                                                             
securities involved may only be resold through registration under               
the                                                                             
Securities Act.  See our Worm no-action letter, publicly available              
January 21, 2000.  Please include as a discrete risk factor a                   
discussion and analysis of the violation of the registration                    
requirements of section 5 of the Securities Act, including                      
attendant                                                                       
liabilities.                                                                    

Notes to the Consolidated Financial Statements, August 31, 2006                 

7. Revised disclosure in note 3 indicates that Kingdom Koncrete                 
acquired machinery and equipment through a BankOne SBA loan on                  
September 12, 2003 in the amount of $70,000 due August 12, 2009,                
with                                                                            
a remaining balance of $39,508 as of August 31, 2006.  Since a                  
material portion of the loan is to be repaid after the                          
registration                                                                    
statement`s filing, file the loan agreement as an exhibit to the                
registration statement.  See Item 601(b)(10) of Regulation S-B.                 

Exhibit 5.1                                                                     

8. Counsel must opine that the shares are duly authorized as part               
of                                                                              
its determination that the shares are legally or validly issued.                
Please revise.                                                                  

Exhibit 11.1                                                                    

9. Refer to prior comment 30.  As requested previously, specify                 
under                                                                           
"RE" by file number or otherwise the registration statement for                 
which                                                                           
the opinion and consent are being filed as an exhibit.                          

Closing                                                                         

File an amendment to the SB-1 in response to the comments.      
To                                                                              
expedite our review, Kingdom Koncrete may wish to provide us three              
marked courtesy copies of the amendment.  Include with the filing               
any                                                                             
supplemental information requested and a cover letter tagged as                 
correspondence that keys the responses to the comments.  If                     
Kingdom                                                                         
Koncrete thinks that compliance with any of the comments is                     
inappropriate, provide the basis in the letter.  We may have                    
additional comments after review of the amendment, the responses                
to                                                                              
the comments, and any supplemental information.                                 

We urge all persons responsible for the accuracy and adequacy   
of                                                                              
the disclosure in the registration statement reviewed by us to                  
ensure                                                                          
that they have provided all information investors require for an                
informed decision.  Since Kingdom Koncrete and its management are               
in                                                                              
possession of all facts relating to the disclosure in the                       
registration statement, they are responsible for the adequacy and               
accuracy of the disclosures that they have made.                                

If Kingdom Koncrete requests acceleration of the                    
registration                                                                    
statement`s effectiveness, Kingdom Koncrete should furnish a                    
letter                                                                          
at the time of the request, acknowledging that:                                 

* Should the Commission or the staff acting by delegated authority              
declare the registration statement effective, it does not                       
foreclose                                                                       
the Commission from taking any action on the filing.                            

* The action of the Commission or the staff acting by delegated                 
authority in declaring the registration statement effective does                
not                                                                             
relieve Kingdom Koncrete from its full responsibility for the                   
adequacy and accuracy of the registration statement`s disclosures.              

* Kingdom Koncrete may not assert our comments or the declaration               
of                                                                              
the registration statement`s effectiveness as a defense in any                  
proceedings initiated by the Commission or any person under the                 
United States` federal securities laws.                                         

The Commission`s Division of Enforcement has access to all      
information that Kingdom Koncrete provides us in our review of the              
registration statement or in response to our comments on the                    
registration statement.                                                         

We will consider a written request for acceleration of the      
registration statement`s effectiveness under Rule 461 of                        
Regulation C                                                                    
under the Securities Act as confirmation that those requesting                  
acceleration are aware of their responsibilities under the                      
Securities                                                                      
Act and the Exchange Act as they relate to the proposed public                  
offering of the securities specified in the registration                        
statement.                                                                      
We will act on the request and by delegated authority grant                     
acceleration of the registration statement`s effectiveness.                     

You may direct questions on accounting comments to Bret A.      
Johnson, Staff Accountant, at (202) 551-3753 or W. John Cash,                   
Accounting Branch Chief, at (202) 551-3768.  You may direct                     
questions                                                                       
on other comments and disclosure issues to Edward M. Kelly, Senior              
Counsel, at (202) 551- 3728 or me at (202) 551-3767.                            

Very truly yours,                                                               

Jennifer R. Hardy                                                             
Legal Branch Chief                                                        

cc:     T. Alan Owen, Esq.                                                      
The Owen Law Firm, P.C.                                         
1112 East Copeland Road, Suite 420                              
Arlington, TX 76011                                             

Mr. Edward Stevens                                                              
December 29, 2006                                                               
Page 1                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-7010                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
		8/12/09		UPLOAD
Release Delayed to:		9/10/07		UPLOAD
		6/12/07		UPLOAD
Filed on:		12/29/06		UPLOAD
		12/13/06		CORRESP,  SB-1/A,  UPLOAD
		8/31/06		UPLOAD
		8/22/06		UPLOAD
		4/15/06
		9/12/03
		1/21/00
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/25/06  Latitude 360, Inc.                SB-1                   7:215K                                   EDGARdocs/FA