SEC Comment Letter for Red Cat Holdings, Inc. (RCAT) (CIK 0000748268) (RCAT) — Sep 11, 2013
Red Cat Holdings, Inc. (RCAT) (CIK 0000748268)
Date: Sept. 11, 2013 · CIK: 0000748268 · Accession: 0000000000-13-049954
AI Filing Summary & Sentiment
Referenced dates: August 16, 2013, August 5, 2013
Letter
September 11, 2013 Via E -mail Ms. Donna Steward Chief Financial Officer Broadleaf Capital Partners, Inc. 3887 Pacific Street Las Vegas, NV 89121
Re: Broadleaf Capital Partners, Inc. Form 10-K for the year ended December 31, 2012 Filed March 28, 2013 File No. 814 -00175
Dear Ms. Steward :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Form 10 -K for the year ended December 31, 2012 filed March 28, 201 3
Management’s Annual Report on Internal Control over Financial Reporting, page 30
1. We note that your response to comment one in our letter dated August 5, 2013 does not mention the framework you used to evaluate the effectiveness of your internal control over financial reporting (“ICFR”). Please note that the framework on which manageme nt bases its evaluation of ICFR must be a suitable, recognized control framework. Many companies follow the “Internal Control —Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), but other framework s are also acceptable. In June 2007, the SEC issued interpretative guidance regarding management’s report on ICFR (Release No. 33 -8810). An evaluation following this interpretative
Ms. Donna Steward Broadleaf Capital Partners, Inc. September 11, 2013 Page 2
guidance is one way to satisfy the evaluation requirements of ICFR. In fut ure filings please disclose the framework you used to evaluate the effectiveness of your ICFR.
General
2. We note the acknowledgements (i.e. Tandy language) provided at the end of your response letter dated August 16, 2013. However, you have not acknowle dged that 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 . Please include all of the acknowledgements that we required in our letter dated August 5, 20 13.
You may con tact Jorge Bonilla, Staff Accountant, at (202) 551 -3414 or me at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/ Daniel L. Gordon
Show Raw Text
September 11, 2013
Via E -mail
Ms. Donna Steward
Chief Financial Officer
Broadleaf Capital Partners, Inc.
3887 Pacific Street
Las Vegas, NV 89121
Re: Broadleaf Capital Partners, Inc.
Form 10-K for the year ended December 31, 2012
Filed March 28, 2013
File No. 814 -00175
Dear Ms. Steward :
We have reviewed your filing an d have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10 -K for the year ended December 31, 2012 filed March 28, 201 3
Management’s Annual Report on Internal Control over Financial Reporting, page 30
1. We note that your response to comment one in our letter dated August 5, 2013
does not mention the framework you used to evaluate the effectiveness of your
internal control over financial reporting (“ICFR”). Please note that the framework
on which manageme nt bases its evaluation of ICFR must be a suitable, recognized
control framework. Many companies follow the “Internal Control —Integrated
Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"), but other framework s are also acceptable. In
June 2007, the SEC issued interpretative guidance regarding management’s report
on ICFR (Release No. 33 -8810). An evaluation following this interpretative
Ms. Donna Steward
Broadleaf Capital Partners, Inc.
September 11, 2013
Page 2
guidance is one way to satisfy the evaluation requirements of ICFR. In fut ure
filings please disclose the framework you used to evaluate the effectiveness of
your ICFR.
General
2. We note the acknowledgements (i.e. Tandy language) provided at the end of your
response letter dated August 16, 2013. However, you have not acknowle dged that
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 .
Please include all of the acknowledgements that we required in our letter dated
August 5, 20 13.
You may con tact Jorge Bonilla, Staff Accountant, at (202) 551 -3414 or me at
(202) 551 -3486 if you have questions regarding comments on the financial statements
and related matters.
Sincerely,
/s/ Daniel L. Gordon
Daniel L. Gordon
Branch Chief
cc: J. Michael King, President