August 17, 2000
U.S. Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Richard K. Wulff, Chief
Office of Small Business
Re: VDO.Com, Inc. (the "Company" or "VDO") -
File No. 0-28267 - Form 8-K/A filed on May 25, 2000
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Dear Sir/Madame:
Enclosed for filing on behalf of the Company is a Form 8-K/A.
In response to staff's comments in its correspondence of June 6, 2000,
there is provided below, specific responses which correspond with the comments
contained in the staff's letter of comments. We have numbered these responses in
numerical sequence based upon the section items listed in the staff's letter of
comments.
Item 1. Change in control.
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Embryo Capital is not an investment company. Embryo Capital is a
corporation owned by Samuel Shneibalg, President of VDO.com, Inc. The Company's
mission statement has been revised to eliminate, its reference to "a venture
development and funding corporation." Accordingly, the parent qualifies as a
small business issuer and accordingly, VDO.com, Inc. is eligible to avail itself
of Regulation SB.
Item 4. Changes in Accountant
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The Company's principal accountants are Crouch, Bierwolf & Chisholm.
It is our belief that the filing does not require an amendment to indicate a
change in accounting disclosures, as well as a letter from the former
accountant, as required by Item 304 of Regulation SB. This transaction in which
VDO.com, Inc. became the controlling entity was a reverse merger for accounting
purposes and accordingly, VDO.com, Inc. was the accounting survivor.
Accordingly, there have been no changes in the principal auditor.
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U.S. Securities and
Exchange Commission
August 17, 2000
Page 2
Item 7. VDO.com, Inc. Financial Statements
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1. We have provided a signed audit report.
2. We have provided footnotes to the March 31, 2000 financial
statements explaining the material changes and receivables, investments, due
from related party and debt since December 31, 1999, as well as a subsequent
event to footnote describing the merger and stating that the $100,000 cash
payment referenced Item 1 will be accounted for as an organizational expense.
3. We have deleted the pro forma financial statements.
We appreciate the cooperation and courtesies extended to us by the
staff, and if you require any additional information, please let us know.
Very truly yours,
Atlas Pearlman, P.A.
By: /s/ Joel D. Mayersohn
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Joel D. Mayersohn
