SEC Comment Letter for Homeland Security Network, Inc. (CIK 0000790066) — Nov 8, 2005
Homeland Security Network, Inc. (CIK 0000790066)
Date: Nov. 8, 2005 · CIK: 0000790066 · Accession: 0000000000-05-056706
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Mail Stop 3561
November 8 2005
By U.S. Mail and Facsimile [ (214) 618-6428 ]
Ms. Terri Ashley
Vice-President
HOMELAND SECURITY NETWORK, INC.
2500 Legacy Drive, Suite 226
Frisco, Texas 75034
Re: Homeland Security Network, Inc.
Item 4.01 Form 8-K, filed November 3, 2005
File No. 0-15216
Dear Ms. Ashley:
We have reviewed the above referenced filing and have the
following comments which request certain supplemental information.
Please be as detailed as necessary in your explanation. After
reviewing this information, we may or may not raise additional
comments.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted via EDGAR, under the label "corresp," within
five
business days of the date of this letter. Please note that if you
require longer than five business days to respond, you should
contact
the staff immediately to request additional time.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Terri Ashley
Homeland Security Network, Inc.
November 8, 2005
Page 2
Item 4.01 of Form 8-K
1. We note you have engaged Blaise S. Mazzoni, Certified Public
Accountant, of HR Outsourcing Services, Inc. as your new
independent
registered public accountant to review your interim consolidated
financial statements for the quarterly periods ended March 31,
2005,
June 30, 2005 and September 30, 2005. We also note that the firm
of
Blaise S. Mazzoni, Certified Public Accountant is not registered
with
nor has applied for registration with the Public Company
Accounting
Oversight Board (PCAOB). Section 102 of the Sarbanes-Oxley Act of
2002 makes it unlawful after October 22, 2003 for any person that
is
not a registered public accounting firm (i.e. registered with the
PCAOB) to prepare or issue, or to participate in the preparation
or
issuance of, any audit report (or review report) with respect to
any
issuer. You must engage a new accountant that is a publicly
registered accounting firm to perform review or audit work for the
company. Please file a new Item 4.01 Form 8-K after you have
engaged
new accountants that are registered with the PCAOB. The
disclosure
should indicate whether or not you have engaged the new
accountants
to also perform an audit of your December 31, 2005 financial
statements. Provide all of the disclosures required by Item 304
of
Regulation S-B regarding the period of engagement of Blaise S.
Mazzoni, Certified Public Accountant which should include an
Exhibit
16 letter from Blaise S. Mazzoni, Certified Public Accountant.
Please supplementally advise.
2. To the extent Blaise S. Mazzoni, Certified Public Accountant is
planning to register with the PCAOB, they must submit an
application
for registration with the PCAOB. The PCAOB will take action on
their
application for registration not later than 45 days after the date
of
receipt of the application by the PCAOB. However, if the PCAOB
requests additional information, a new 45-day review period will
begin when the requested information is received. Given this time
frame, if you have not already done so, you should promptly
discuss
this with Blaise S. Mazzoni, Certified Public Accountant as they
may
not be able to issue an audit report on your fiscal year end
December
31, 2005 audited financial statements, nor be able to perform
interim
reviews in accordance with SAS 100 if they are not registered with
the PCAOB. As defined under PCAOB Rule 1001(P)(ii), an
unregistered
firm or accountant cannot be engaged in the preparation or
issuance
of, or play a substantial role in the preparation or furnishing
of,
an audit report, other than to issue a consent to the use of an
audit
report for a prior period. Please supplementally advise.
Terri Ashley
Homeland Security Network, Inc.
November 8, 2005
Page 3
Other
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* 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; and
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Closing
You may contact the undersigned below at (202) 551-3328, or
in
her absence to Mr. Robert Benton, Senior Staff Accountant, at
(202)
551-3804, if you have questions regarding the above matters.
Sincerely,
Beverly A. Singleton
Staff Accountant
??
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