SEC Comment Letter for HANDY HARDWARE WHOLESALE INC (CIK 0000354053) — Apr 29, 2005
HANDY HARDWARE WHOLESALE INC (CIK 0000354053)
Date: April 29, 2005 · CIK: 0000354053 · Accession: 0000000000-05-020933
AI Filing Summary & Sentiment
File numbers found in text: 000-15708
Letter
Mail Stop 0510 By U.S. mail and facsimile to (713) 644-3167 Ms. Tina S. Kirbie Chief Financial and Accounting Officer Handy Hardware Wholesale, Inc. 8300 Tewantin Drive Houston, TX 77061
RE: Form 8-K Item 4.01 filed April 28, 2005 File # 000-15708
Dear Ms. Kirbie:
We have reviewed your filing and have the following comments. If you disagree, we will consider your explanation as to why our comments are inapplicable. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not 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 number listed at the end of this letter.
1. Amend your Form 8-K to state whether the former accountant resigned, declined to stand for re-election or was dismissed. Refer to Item 304(a)(1)(i) of Regulation S-K.
2. In consideration that you have not filed your Form 10-Q for the period ended March 31, 2005 as of yet, please submit an amended Item 4.01 8-K once Clyde D. Thomas & Company, P.C. is not effectively your accountant.
3. Please explain to us how your successor accountant was hired on April 19, 2005 prior to the date of April 22, 2005 when it was determined that your predecessor accountant would no longer be your accountant.
4. Please amend your Form 8-K to indicate whether the board of directors recommended or approved the decision to change accountants. See Item 304(a)(1)(iii) of Regulation S-K.
5. Item 304(a)(1)(ii) of Regulation S-K requires a statement whether the accountant`s report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification or qualification. This would include disclosure of uncertainty regarding the ability to continue as a going concern in the accountant`s report.
Exhibit 16:
6. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.
* * * * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require. 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.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments in the filing 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.
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 our review of your filing or in response to our comments on your filing.
Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct any questions regarding the above to the undersigned at (202) 824- 5525.
Sincerely,
Ryan Rohn
Staff Accountant
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Show Raw Text
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<TEXT>
April 29, 2005
Mail Stop 0510
By U.S. mail and facsimile to (713) 644-3167
Ms. Tina S. Kirbie
Chief Financial and Accounting Officer
Handy Hardware Wholesale, Inc.
8300 Tewantin Drive
Houston, TX 77061
RE: Form 8-K Item 4.01 filed April 28, 2005
File # 000-15708
Dear Ms. Kirbie:
We have reviewed your filing and have the following
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide us with supplemental information so we may better
understand your disclosure. After reviewing this information,
we
may or may not 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
number
listed at the end of this letter.
1. Amend your Form 8-K to state whether the former accountant
resigned, declined to stand for re-election or was dismissed.
Refer to Item 304(a)(1)(i) of Regulation S-K.
2. In consideration that you have not filed your Form 10-Q for
the
period ended March 31, 2005 as of yet, please submit an amended
Item 4.01 8-K once Clyde D. Thomas & Company, P.C. is not
effectively your accountant.
3. Please explain to us how your successor accountant was hired
on
April 19, 2005 prior to the date of April 22, 2005 when it was
determined that your predecessor accountant would no longer be
your
accountant.
4. Please amend your Form 8-K to indicate whether the board of
directors recommended or approved the decision to change
accountants. See Item 304(a)(1)(iii) of Regulation S-K.
5. Item 304(a)(1)(ii) of Regulation S-K requires a statement
whether the accountant`s report on the financial statements for
either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles; and a
description of the nature of each such adverse opinion,
disclaimer
of opinion, modification or qualification. This would include
disclosure of uncertainty regarding the ability to continue as a
going concern in the accountant`s report.
Exhibit 16:
6. To the extent that you make changes to the Form 8-K to comply
with our comments, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the
accountant
agrees with the statements made in your revised Form 8-K.
* * * * *
We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require. 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.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that
* the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing 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.
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 our review of your
filing
or in response to our comments on your filing.
Please file your supplemental response via EDGAR in
response
to these comments within 5 business days of the date of this
letter. Please note that if you require longer than 5 business
days to respond, you should contact the staff immediately to
request additional time. You may wish to provide us with marked
copies of each amended filing to expedite our review. Direct
any
questions regarding the above to the undersigned at (202) 824-
5525.
Sincerely,
Ryan Rohn
Staff Accountant
??
??
??
??
Ms. Tina S. Kirbie
Handy Hardware Wholesale, Inc.
April 29, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>