SEC Comment Letter for CALYPSO WIRELESS INC (CIK 0000719729) — Sep 15, 2005
CALYPSO WIRELESS INC (CIK 0000719729)
Date: Sept. 15, 2005 · CIK: 0000719729 · Accession: 0000000000-05-047769
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Mail Stop: 3561- CF/AD 11
Via U.S. Mail and Fax (305) 828-6230
September 15, 2005
Mr. John W. Stump, III, Chief Financial Officer
Calypso Wireless, Inc.
5153 N.W. 158the Street
Miami Lakes, FL 33014
Re: Calypso Wireless, Inc.
Item 4.02(b) of Form 8-K
Filed on September 12, 2005
File No. 1-8497
Dear Stump:
We have reviewed your filing 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 more information so that we may better understand your
disclosure. Please understand that we may have additional
comments
after reviewing your amendment and responses to our 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 any other
aspect
of our review. Feel free to call us at the telephone numbers
listed at the end of this letter.
Please amend your filing to disclose when you were advised
or
notified that disclosure should be made or action taken to
prevent
future reliance on a previously issued audit report or completed
interim review by your former independent auditor, R. E. Bassie
&
Co. Also, describe in the amended filing the information
provided
by your independent accountant; and state whether the audit
committee, or the board of directors in the absence of an audit
committee, or authorized officer or officers, discussed with the
independent accountant the matters disclosed in the filing.
Mr. John W. Stump, III
Calypso Wireless, Inc.
September 15, 2005
Page 2
Item 4.02(c) of Form 8-K requires you to provide your
independent accountant with a copy of the disclosure you are
making
in response to Item 4.02(b) and request that it furnish you with
a
letter stating whether it agrees with the statements you have
made
in response to Item 4.02(b). If your independent accountant
does
not agree with your disclosure, they should explain why not.
Amend
your Form 8-K to file this letter as an exhibit no later than
two
business days after you receive it.
Please tell us if your certifying officers have considered
the effect of the error on the adequacy of your disclosure
controls
and procedures as of the end of the period covered by your
Annual
Form 10-KSB for the periods ended December 31, 2004 and 2003,
and
Quarterly reports filed on Form 10-QSB for the period ended
March
31, 2005. Additionally, tell us what effect the error had on
your
current evaluation of disclosure controls and procedures as of
your
fiscal year ended December 31, 2004.
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
Exchange Act of 1934 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.
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 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.
Mr. John W. Stump, III
Calypso Wireless, Inc.
September 15, 2005
Page 3
As appropriate, please amend your filing and respond to
these comments within five business days or tell us when you
will
respond. You may wish to provide us with marked copies of the
amendment to expedite our review.
You may contact Gopal Dharia, Staff Accountant, at (202)
551-
3353 or Terry French, Accountant Branch Chief, at (202) 551-3828
if
you have questions regarding comments on the Form 8-K.
Sincerely,
Terry French
Accountant Branch Chief
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