SEC Comment Letter for SENTEX SENSING TECHNOLOGY INC (CIK 0000729599) — Apr 1, 2005
SENTEX SENSING TECHNOLOGY INC (CIK 0000729599)
Date: April 1, 2005 · CIK: 0000729599 · Accession: 0000000000-05-015841
AI Filing Summary & Sentiment
File numbers found in text: 000-13328
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Mail Stop 0306
April 1, 2005
Via Facsimile and U.S. Mail
Mr. William R. Sprow
Chief Financial Officer
Sentex Sensing Technology, Inc.
1801 East Ninth Street
Cleveland, Ohio 44114
Re: Sentex Sensing Technology, Inc.
Form 10-KSB for the year ended November 30, 2004
File No. 000-13328
Dear Mr. Sprow:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
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 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
filings.
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 numbers
listed
at the end of this letter.
Form 10-KSB for the fiscal year ended November 30, 2004
Item 8A. Controls and Procedures - Page 8
1. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days before the filing date
of
your annual report. Please amend your filing to disclose
management`s conclusion regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the annual report. Refer to Item 307 of Regulation S-B
and Part III.F of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm.
2. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "to ensure the
timely collection, evaluation, and disclosure of information
relating
to the Company that would potentially be subject to disclosure
under
the Securities Exchange Action of 1934, as amended, and the rules
and
regulations promulgated thereunder." The language that is
currently
included after the word "effective" in your disclosure appears to
be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Securities
Exchange Act. However, if you do not wish to eliminate this
language, please revise so that the language that appears after
the
word "effective" is substantially similar in all material respects
to
the language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).
3. Please revise the language used in your disclosure concerning
changes in your internal control over financial reporting to
indicate
whether there was any change to your internal control over
financial
reporting that has materially affected, or that is reasonably
likely
to materially affect, your internal control over financial
reporting,
consistent with the language used in amended Item 308(c) of
Regulation S-B.
Exhibit 31.1 and 31.2
4. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 10-KSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
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
for
an informed 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.
You may contact Tara Harkins, Staff Accountant, at (202)
824-
5496 or me at (202) 942-1984 if you have questions regarding our
comments.
Sincerely,
Martin F. James
Senior Assistant Chief
Accountant
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Mr. William R. Sprow
Sentex Sensing Technology, Inc.
April 1, 2005
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