SEC Comment Letter for US MICROBICS INC (CIK 0000774454) — Aug 9, 2005
US MICROBICS INC (CIK 0000774454)
Date: Aug. 9, 2005 · CIK: 0000774454 · Accession: 0000000000-05-040927
AI Filing Summary & Sentiment
Referenced dates: July 28, 2005, June 23, 2005, June 23, 2005
Letter
August 8, 2005 Mr. Conrad Nagel Principal Accounting Officer U.S. Microbics, Inc. 6451-C El Camino Real Carlsbad, CA 92009
Re: U.S. Microbics, Inc. Form 10-KSB for Fiscal Year Ended September 30, 2004 Filed March 17, 2005 Form 10-QSB for Fiscal Quarter Ended March 31, 2005 Filed May 24, 2005 File No. 0-14213
Dear Mr. Nagel:
We have reviewed your response letter dated July 28, 2005 and have the following comments. Our review has been limited to those matters specifically addressed in this letter. Where indicated, we think you should revise your document 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 information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. The page numbers referenced below correspond to those utilized in your filing.
Form 10-KSB for the Fiscal Year Ended September 30, 2004
Controls and Procedures, page 32
1. We reissue our prior comment number one in our letter dated June 23, 2005. Please indicate whether there were any changes to internal controls over financial reporting. Please refer to paragraph (c) of Item 307 of the Regulation S-K. The reference to "no significant changes" indicates there has been some change, which should be discussed.
Consolidated Statements of Deficiency in Stockholders` Equity, page F-
2. We note your response to our prior comment number three in our letter dated June 23, 2005. Please advise us of the following:
a. Tell us what deferred equity issuance costs and deferred financing costs presented as components of the shareholder`s equity represent.
b. Tell us how you account for deferred equity issuance costs and deferred financing costs subsequently upon initial capitalization.
c. In your response, you stated, "the deferred costs shall be charged against the gross proceeds of the offering." If you are netting direct offering costs against the gross proceeds, explain why you presented deferred equity issuance costs.
Form 10-QSB for the Quarterly Period Ended March 31, 2005
Controls and Procedures, page 18
3. We have read your proposed disclosure in response to our prior comment number seven in our letter dated June 23, 2005. Please revise your disclosure to reflect the following: a. Clarify, if true, that your officers concluded that your disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management to allow timely decisions regarding required disclosure. Please refer to Exchange Act Rule 13a-15(e). b. Indicate whether there were any changes to internal controls over financial reporting. Please refer to paragraph (c) of Item 307 of the Regulation S-K.
Closing Comments
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 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.
You may contact Yong Choi, Staff Accountant at (202) 551- 3758 or Kim Calder, Assistant Chief Accountant at (202) 551-3701 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3684 with any other questions.
Sincerely,
April Sifford
Branch Chief
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 8, 2005
Mr. Conrad Nagel
Principal Accounting Officer
U.S. Microbics, Inc.
6451-C El Camino Real
Carlsbad, CA 92009
Re: U.S. Microbics, Inc.
Form 10-KSB for Fiscal Year Ended September 30, 2004
Filed March 17, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Filed May 24, 2005
File No. 0-14213
Dear Mr. Nagel:
We have reviewed your response letter dated July 28, 2005
and
have the following comments. Our review has been limited to those
matters specifically addressed in this letter. Where indicated,
we
think you should revise your document 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 information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments. The page numbers referenced below
correspond to those utilized in your filing.
Form 10-KSB for the Fiscal Year Ended September 30, 2004
Controls and Procedures, page 32
1. We reissue our prior comment number one in our letter dated
June
23, 2005. Please indicate whether there were any changes to
internal
controls over financial reporting. Please refer to paragraph (c)
of
Item 307 of the Regulation S-K. The reference to "no significant
changes" indicates there has been some change, which should be
discussed.
Consolidated Statements of Deficiency in Stockholders` Equity,
page F-
6
2. We note your response to our prior comment number three in our
letter dated June 23, 2005. Please advise us of the following:
a. Tell us what deferred equity issuance costs and deferred
financing
costs presented as components of the shareholder`s equity
represent.
b. Tell us how you account for deferred equity issuance costs and
deferred financing costs subsequently upon initial capitalization.
c. In your response, you stated, "the deferred costs shall be
charged
against the gross proceeds of the offering." If you are netting
direct
offering costs against the gross proceeds, explain why you
presented
deferred equity issuance costs.
Form 10-QSB for the Quarterly Period Ended March 31, 2005
Controls and Procedures, page 18
3. We have read your proposed disclosure in response to our
prior
comment number seven in our letter dated June 23, 2005. Please
revise
your disclosure to reflect the following:
a. Clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management to allow timely decisions regarding required
disclosure.
Please refer to Exchange Act Rule 13a-15(e).
b. Indicate whether there were any changes to internal controls
over
financial reporting. Please refer to paragraph (c) of Item 307 of
the
Regulation S-K.
Closing Comments
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 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.
You may contact Yong Choi, Staff Accountant at (202) 551-
3758 or
Kim Calder, Assistant Chief Accountant at (202) 551-3701 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3684 with any other
questions.
Sincerely,
April Sifford
Branch Chief
??
??
??
??
Mr. Nagel
U.S. Microbics, Inc.
August 8, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
</TEXT>
</DOCUMENT>