SEC Company Response from SENTEX SENSING TECHNOLOGY INC (CIK 0000729599) — May 13, 2005
SENTEX SENSING TECHNOLOGY INC (CIK 0000729599)
Date: May 13, 2005 · CIK: 0000729599 · Accession: 0000950152-05-004462
AI Filing Summary & Sentiment
Referenced dates: April 15, 2005
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May 13, 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 May 2, 2005 (the "Comment Letter"), which contained comments
to our response filed April 15, 2005, concerning the Form 10-KSB of Sentex
Sensing Technology, Inc. (the "Company") for the fiscal year ended November 30,
2004 (the "10-KSB), and to the Form 10-QSB of the Company for the quarterly
period ended February 28, 2005 (the "10-QSB"). The Company has taken your
comments under advisement and will make all of the requested changes to both the
10-KSB and the 10-QSB, as well as all requested updates to information.
The following is a summary of our responses to your comments regarding
the 10-KSB. The number in the following summary corresponds to the numbered
comments in the Comment Letter.
1. The 10-KSB will be amended to include the proposed disclosures
from our response letter dated April 15, 2005, with the
exception that the change we proposed be made to Item 8A will
be amended to incorporate your comment contained in item
number 2 below.
2. Under Item 8A. Controls and Procedures, we proposed an
amendment to 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. That proposed disclosure will be amended to refer to
Rule 13a-15(e) of the Securities Exchange Act rather than
13a-14 of the Securities Exchange Act.
The following is a summary of our responses to your comments regarding
the 10-QSB. The number in the following summary corresponds to the numbered
comments in the Comment Letter.
3. The 10-QSB will be amended to incorporate the following
language regarding the conclusions of the Company's principal
executive officer and principal
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Tara L. Harkins
May 13, 2005
Page 2
financial officer on the effectiveness of the Company's
disclosure controls and procedures as of February 28, 2005:
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-15(e) as of the end of the period covered by this
report, have concluded that the Company's disclosure controls
and procedures were effective.
4. We have amended the 10-QSB to include the following
conclusions concerning changes in our internal controls over
financial reporting:
There were no changes in the Company's internal controls over
financial reporting that occurred during the Company's last
fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially
affect, the Company's internal controls over financial
reporting.
5. We will include updated certifications as Exhibit 31.1 and
31.2 to the amended 10-QSB (as well as to the amended 10-KSB).
In addition to amending the 10-KSB and 10-QSB per your comments as set
forth above, 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 proposed
amendments of our 10-KSB and 10-QSB. 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 10-KSB and the amended 10-QSB, which
will reflect all the appropriate changes and any required updates. Thank you for
your assistance in this matter.
Sincerely,
/s/ William R. Sprow
-----------------------------------------
William R. Sprow, Chief Financial Officer
and Controller
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