SEC Company Response from CALYPSO WIRELESS INC (CIK 0000719729) — Aug 18, 2005
CALYPSO WIRELESS INC (CIK 0000719729)
Date: Aug. 18, 2005 · CIK: 0000719729 · Accession: 0001295345-05-000013
AI Filing Summary & Sentiment
Referenced dates: July 27, 2005
Letter
Division of Corporation Finance Attention: Terry French By Edgar Correspondence RE: Calypso Wireless, Inc. Form 8-K filed July 22, 2005 File No. 1-8497
Dear Mrs. French:
In response to staff’s comment letter dated July 27, 2005 with regard to the Form 8-K filed by Calypso Wireless, Inc. (the "Registrant"), we respond as follows. For the convenience of the staff, we have included each comment of the staff, followed by the Registrant’s response.
Comment 1. Please amend Item 4.01 (a)(ii) of the Form 8-K to cover the interim period from the date of the last audited financial statements to July 11, 2005. See Item 304(a) (1)(iv) of Regulation S-B. Include an updated letter from your former auditor addressing your disclosure as an exhibit to your Form 8-K/A.
Answer 1. We have revised our disclose in accordance with 304(a) (1)(iv) of Regulation S-B and have included the following: "and any subsequent periods through the date of resignation."
Comment 2. Please amend the Form 8-K to provide all required disclosure under Item 4.02 with respect to the restatement of the financial statements for the 2003 and 2002 consolidated financial statements as indicated under Item 4.01 (a) (ii) of the Form 8-K. If you believe that you are not required to provide the disclosure under Item 4.02 of Form 8-K, please explain in detail why requirements of Item 4.02 are not applicable to you. Please revise your disclosure in this section to include a discussion of the matters set forth in your response to prior comment 3.
Answer 2. The registrant’s board of directors concluded that the audited financial statements contained in the Registrant’s Form 10-KSB filed on May 6, 2005 can be relied upon because previous errors have been corrected in the financial statements contained in the Form 10-KSB filed on May 6, 2005
In connection with the responses to comments received by the staff, the Registrant acknowledges the following:
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.
Respectfully submitted.
Very truly yours,
/s/John W. Stump, III
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CALYPSO WIRELESS, INC.
5133 N.W. 158th Street
MIAMI LAKES, FL 33014
Phone: (305) 828-3418 – Fax: (305) 828-6230
August
17, 2005
US Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549-0309
Attention: Terry French
By Edgar Correspondence
RE: Calypso Wireless, Inc.
Form 8-K filed July 22, 2005
File No. 1-8497
Dear Mrs. French:
In response to staff’s comment letter dated July 27, 2005 with
regard to the Form 8-K filed by Calypso Wireless, Inc. (the "Registrant"), we
respond as follows. For the convenience of the staff, we have included each comment of the
staff, followed by the Registrant’s response.
Comment 1. Please amend Item 4.01 (a)(ii) of the Form 8-K to cover the
interim period from the date of the last audited financial statements to July 11, 2005.
See Item 304(a) (1)(iv) of Regulation S-B. Include an updated letter from your former
auditor addressing your disclosure as an exhibit to your Form 8-K/A.
Answer 1. We have revised our disclose in accordance with 304(a) (1)(iv) of Regulation
S-B and have included the following: "and any subsequent periods through the date of
resignation."
Comment 2. Please amend the Form 8-K to provide all required disclosure
under Item 4.02 with respect to the restatement of the financial statements for the 2003
and 2002 consolidated financial statements as indicated under Item 4.01 (a) (ii) of the
Form 8-K. If you believe that you are not required to provide the disclosure under Item
4.02 of Form 8-K, please explain in detail why requirements of Item 4.02 are not
applicable to you. Please revise your disclosure in this section to include a discussion
of the matters set forth in your response to prior comment 3.
Answer 2. The registrant’s board of directors concluded that the
audited financial statements contained in the Registrant’s Form 10-KSB filed on May
6, 2005 can be relied upon because previous errors have been corrected in the financial
statements contained in the Form 10-KSB filed on May 6, 2005
In connection with the responses to comments received by the staff, the Registrant
acknowledges the following:
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.
Respectfully submitted.
Very truly yours,
/s/John W. Stump, III
John W. Stump, III, CFO