SEC Comment Letter for US MICROBICS INC (CIK 0000774454) — Sep 22, 2005
US MICROBICS INC (CIK 0000774454)
Date: Sept. 22, 2005 · CIK: 0000774454 · Accession: 0000000000-05-049062
AI Filing Summary & Sentiment
Referenced dates: August 23, 2005, August 8, 2005
Letter
September 22, 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 File No. 0-14213
Dear Mr. Nagel:
We have reviewed your response letter dated August 23, 2005 and have the following comment. Our review has been limited to those matters specifically addressed in this letter. Please provide a written response to our comment. Please be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments.
Form 10-KSB for the Fiscal Year Ended September 30, 2004
Consolidated Statements of Deficiency in Stockholders` Equity, page F-
1. We note your response to our prior comment number two from the letter dated August 8, 2005. We understand you have applied SAB Topic 5:A in accounting for shares issued to Fusion relating to future equity offerings. We believe that the likelihood of equity offering must be probable in order for specific incremental costs directly attributable to the offering to be deferred. According to sections six and seven of the Common Stock Purchase Agreement dated as of June 10, 2004, there are several obligations to both parties to commence sale and purchase of common stock. Please tell us the progress made on each obligation and your basis of concluding that the likelihood of the equity offering is probable in light of such obligations.
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
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<TYPE>LETTER
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<TEXT>
September 22, 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
File No. 0-14213
Dear Mr. Nagel:
We have reviewed your response letter dated August 23, 2005
and
have the following comment. Our review has been limited to those
matters specifically addressed in this letter. Please provide a
written response to our comment. Please be as detailed as
necessary in
your explanation. After reviewing this information, we may raise
additional comments.
Form 10-KSB for the Fiscal Year Ended September 30, 2004
Consolidated Statements of Deficiency in Stockholders` Equity,
page F-
6
1. We note your response to our prior comment number two from the
letter dated August 8, 2005. We understand you have applied SAB
Topic
5:A in accounting for shares issued to Fusion relating to future
equity offerings. We believe that the likelihood of equity
offering
must be probable in order for specific incremental costs directly
attributable to the offering to be deferred. According to
sections
six and seven of the Common Stock Purchase Agreement dated as of
June
10, 2004, there are several obligations to both parties to
commence
sale and purchase of common stock. Please tell us the progress
made on
each obligation and your basis of concluding that the likelihood
of
the equity offering is probable in light of such obligations.
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
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Mr. Nagel
U.S. Microbics, Inc.
September 22, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
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