SEC Company Response from ITIS HOLDINGS INC (CIK 0000003959) — Jun 2, 2005
ITIS HOLDINGS INC (CIK 0000003959)
Date: June 2, 2005 · CIK: 0000003959 · Accession: 0001015402-05-002903
AI Filing Summary & Sentiment
File numbers found in text: 001-07149
Letter
JOANNA HOOVER 281.600.6000x102; FAX 713.462.1950 -------------------------------------------------------------------------------- CHIEF FINANCIAL OFFICER JOANNA.HOOVER@ITISINC.COM May 25, 2005 Mr. David R. Humphrey Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549-0305
Re: ITIS Holdings Inc. Form 10-KSB for the year ended December 31, 2004 Commission File Number: 001-07149
Dear Mr. Humphrey:
We received your letter of May 9, 2005 regarding the above referenced filing and related additional comments. We offer the following responses for your review.
1. Our presentation of discontinued operations will be revised to comply with the guidance and the illustration set forth in paragraph 43 of SFAS 144.
2. The table required by paragraph 21 of EITF 03-1 will be included as follows:
<TABLE> <CAPTION> Fair Unrealized Value Loss Investment Cost 12/31/2004 12/31/2004 -------------------------- ------ ----------- ------------ <S> <C> <C> <C>
50,000 Shares of Eagletech Communications, Inc. $3,711 $ 1,000 $ (2,711) </TABLE>
Eagletech Communications, Inc. has been at an unrealized loss position for less than 12 months. An other than temporary impairment was not recognized for this holding because in February 2005 the value recovered and the fair value exceeded the original cost.
<PAGE> 3. We feel that our original estimate of 10% is the most appropriate rate to use in imputing interest on non-interest bearing loans from officers and directors. We agree that the financial statements should not be restated for a change in this estimate.
4. The presentation of the Series A Preferred Stock was mistakenly changed from equity to liability during 2003 as a result of clerical error, and not purposefully reclassified due to related litigation. The shares were not and should not be classified as a liability as a result of this litigation. In addition, we have consulted with our counsel in the pending litigation, who has advised us that it is not possible to presently determine the likelihood of a loss in the litigation or the amount or range of any potential loss in such litigation under SFAS 5.
In connection with these responses, management acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filings; that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We welcome any additional comments you may have after review of our response.
Sincerely,
/s/Joanna Hoover
----------------
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<TEXT>
ITIS HOLDINGS INC.
P O Box 421566
Houston, Texas 77242-1566
WWW.ITISINC.COM
JOANNA HOOVER 281.600.6000x102; FAX 713.462.1950
--------------------------------------------------------------------------------
CHIEF FINANCIAL OFFICER JOANNA.HOOVER@ITISINC.COM
May 25, 2005
Mr. David R. Humphrey
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-0305
Re: ITIS Holdings Inc.
Form 10-KSB for the year ended December 31, 2004
Commission File Number: 001-07149
Dear Mr. Humphrey:
We received your letter of May 9, 2005 regarding the above referenced filing and
related additional comments. We offer the following responses for your review.
1. Our presentation of discontinued operations will be revised to comply
with the guidance and the illustration set forth in paragraph 43 of
SFAS 144.
2. The table required by paragraph 21 of EITF 03-1 will be included as
follows:
<TABLE>
<CAPTION>
Fair Unrealized
Value Loss
Investment Cost 12/31/2004 12/31/2004
-------------------------- ------ ----------- ------------
<S> <C> <C> <C>
50,000 Shares of Eagletech
Communications, Inc. $3,711 $ 1,000 $ (2,711)
</TABLE>
Eagletech Communications, Inc. has been at an unrealized loss position for less
than 12 months. An other than temporary impairment was not recognized for this
holding because in February 2005 the value recovered and the fair value
exceeded the original cost.
<PAGE>
3. We feel that our original estimate of 10% is the most appropriate rate
to use in imputing interest on non-interest bearing loans from
officers and directors. We agree that the financial statements should
not be restated for a change in this estimate.
4. The presentation of the Series A Preferred Stock was mistakenly
changed from equity to liability during 2003 as a result of clerical
error, and not purposefully reclassified due to related litigation.
The shares were not and should not be classified as a liability as a
result of this litigation. In addition, we have consulted with our
counsel in the pending litigation, who has advised us that it is not
possible to presently determine the likelihood of a loss in the
litigation or the amount or range of any potential loss in such
litigation under SFAS 5.
In connection with these responses, management acknowledges that the Company is
responsible for the adequacy and accuracy of the disclosure in the filings; that
staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing; and the Company may not assert staff comments
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
We welcome any additional comments you may have after review of our response.
Sincerely,
/s/Joanna Hoover
----------------
Joanna Hoover
Chief Financial Officer
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