SEC Company Response from SENTEX SENSING TECHNOLOGY INC (CIK 0000729599) — Apr 15, 2005
SENTEX SENSING TECHNOLOGY INC (CIK 0000729599)
Date: April 15, 2005 · CIK: 0000729599 · Accession: 0000950152-05-003196
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April 15, 2005
Tara L. Harkins
Staff Accountant
Division of Corporate Finance
United States Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20548
Dear Ms. Harkins:
This letter is in response to the letter sent by Mr. Martin F. James of
your office, dated April 1, 2005 (the "Comment Letter"), regarding comments to
the Form 10-KSB of Sentex Sensing Technology, Inc. (the "Company"), for the
fiscal year ended November 30, 2004. Attached hereto is a copy of the amended
portions of our Form 10-KSB that we propose to file in response to the Comment
Letter. The Company has taken your comments under advisement and has made all of
the requested changes to the Form 10-KSB.
The following is a summary of the changes made in the 10-KSB in
response to your comments. The number in the following summary corresponds to
the numbered comments in the Comment Letter.
1. Under Item 8A. Controls and Procedures, we amended the filing
to disclose management's conclusion regarding the
effectiveness of our disclosure controls and procedures as of
the end of the period covered by the annual report. Please
see the attached page number 8 from the Form 10-KSB which
contains the revised Item 8A incorporating these changes.
2. Under Item 8A. Controls and Procedures, we deleted the
language after the word "effective," as you suggested. Please
see the attached page number 8 from the Form 10-KSB which
contains the revised Item 8A incorporating these changes.
3. Under Item 8A. Controls and Procedures, we revised the
language used in our disclosure concerning changes in our
internal control over financial reporting to indicate there
was no change to our internal control over financial reporting
that has materially affected, or that is reasonably likely to
materially affect, our internal control over financial
reporting, consistent with the language used in amended Item
308(c) of Regulation S-B. Please see the attached page number
8 from the Form 10-KSB which contains the revised Item 8A
incorporating these changes.
4. We have amended the certifications filed as Exhibits 31.1 and
31.2 so that they are now in the exact form prescribed by Item
601(b)(31) of Regulation S-B. Please see the attached page
numbers 18 and 19 from the Form 10-KSB which contain the
revised Exhibits 31.1 and 31.2, respectively, incorporating
these changes.
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Tara L. Harkins
April 15, 2005
Page 2
In addition to amending the Form 10-KSB per your comments and providing
the attached pages for your review, the Company acknowledges that:
1. it is responsible for the adequacy and accuracy of the
disclosure in the filing;
2. staff comments or changes in disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
3. 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.
Per your request, we await your comments, if any, to the attached
proposed amended portions of our Form 10-KSB. If you have any questions, please
feel free to contact me at (216) 687-0289 extension 106. Upon the disposition of
this review, we will promptly file the Amended Form 10-KSB, which will reflect
all the appropriate changes. Thank you for your assistance in this matter.
Sincerely,
/s/ William R. Sprow
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William R. Sprow, Chief Financial Officer
and Controller
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CURRENT OUTLOOK
Revenues grew by 13% over 2003, and we expect a significant increase for 2005.
The Company is actively pursuing various capital sources and strategic partners
in an effort to recapitalize and restructure the Company so that it may move
forward with its new and expanded business model. Although there can be no
assurances, the Company believes that it will have its funding requirements
fulfilled in the very near future. This is the key to the substantial growth
that can be achieved within our platform.
ITEM 7 FINANCIAL STATEMENTS
See Index to Financial Statements appearing on page F-2.
ITEM 8 CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 8A. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Principal Accounting Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14 as of the end of the period covered by
this report, have concluded that the Company's disclosure controls and
procedures were effective. There were no changes in the Company's internal
controls over financial reporting that occurred during the Company's last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the Company's internal controls over financial reporting.
ITEM 8B. OTHER INFORMATION
None.
8
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Exhibit 31.1
CERTIFICATIONS
I, Robert S. Kendall, certify that:
1. I have reviewed this annual report on Form 10-KSB for the year ended November
30, 2004 of Sentex Sensing Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: April 15, 2005
/s/ Robert S. Kendall, Chief Executive Officer
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Signature & Title
18
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Exhibit 31.2
I, William R. Sprow, certify that:
1. I have reviewed this annual report on Form 10-KSB for the year ended November
30, 2004 of Sentex Sensing Technology, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: April 15, 2005
/s/ William R. Sprow, Chief Financial Officer
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Signature & Title
19
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