SEC Comment Letter for ELEMENT 21 GOLF CO (CIK 0000797662) — Nov 30, 2005
ELEMENT 21 GOLF CO (CIK 0000797662)
Date: Nov. 30, 2005 · CIK: 0000797662 · Accession: 0000000000-05-060185
AI Filing Summary & Sentiment
Letter
November 30, 2005 By U.S. Mail and Facsimile [(416) 368-2221] Dr. Nataliya Hearn President and Chief Executive Officer Element 21 Golf Company 264 Queens Quay W. #303 Toronto, Ontario, Canada M5J 2L4
Re: Element 21 Golf Company Form 10-KSB for the year ended June 30, 2005 File No. 0-15260
Dear Dr. Hearn:
We have reviewed your filing and have th e following comments. Where indicated, we think you should provide supplemental information and revise your future filings in response to these comments. Please be as detailed as n ecessary 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.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requ irements 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 any other aspect of our review. Feel free to call us at the telephone numbers liste d at the end of this letter.
Note 1 – Summary of Significant Accounting Policies (i) Revenue Recognition, page F-9
1. You state in your document that you have en tered into an agreement with GolfWorks for the sale of your golf shafts, and that you are marketing your products to other retailers and golf pro shops. Please supplemen tally tell us and revise your disclosure to state how revenue is recognized unde r these agreements. Specifically, your disclosure should include the point at whic h you recognize revenue (whether it is at the time the product is sold to the retailer or at some other triggering event), the
payment terms (if any) that you extend to the retailer, and whether the retailer has any right to return, or the company any obliga tion to repurchase, th e products and, if so, your related accounting policy. Please revise your disclosure accordingly.
2. As a related matter, supplementally explain why you believe that the amount of future returns can be reasonably es timated pursuant to paragrap h 6(f) of SFAS 48. We particularly note the absence of historical experience with the product.
As appropriate, please respond to these comm ents within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested informa tion. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure in the filing to be certain that th e filing includes all inform ation required under the Securities Exchange Act of 1934 and that they ha ve 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 disclo sure 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 advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divisi on of Corporation Fina nce in our review of your filing or in response to our comments on your filing.
You may contact Kristin Sh ifflett at (202)551-3381 or Margery Reich at (202)551- 3347 if you have questions regarding comments on the financial statements and related matters. Please contact me at with any other questions.
Sincerely,
David R. Humphrey
Accounting Branch Chief
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Mail Stop 3561
November 30, 2005
By U.S. Mail and Facsimile [(416) 368-2221]
Dr. Nataliya Hearn
President and Chief Executive Officer
Element 21 Golf Company
264 Queens Quay W. #303
Toronto, Ontario, Canada M5J 2L4
Re: Element 21 Golf Company
Form 10-KSB for the year ended June 30, 2005
File No. 0-15260
Dear Dr. Hearn:
We have reviewed your filing and have th e following comments. Where indicated, we
think you should provide supplemental information and revise your future filings in response
to these comments. Please be as detailed as n ecessary 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.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 any other aspect of our review. Feel free to
call us at the telephone numbers liste d at the end of this letter.
Note 1 – Summary of Significant Accounting Policies
(i) Revenue Recognition, page F-9
1. You state in your document that you have en tered into an agreement with GolfWorks
for the sale of your golf shafts, and that you are marketing your products to other
retailers and golf pro shops. Please supplemen tally tell us and revise your disclosure
to state how revenue is recognized unde r these agreements. Specifically, your
disclosure should include the point at whic h you recognize revenue (whether it is at
the time the product is sold to the retailer or at some other triggering event), the
payment terms (if any) that you extend to the retailer, and whether the retailer has any
right to return, or the company any obliga tion to repurchase, th e products and, if so,
your related accounting policy. Please revise your disclosure accordingly.
2. As a related matter, supplementally explain why you believe that the amount of future
returns can be reasonably es timated pursuant to paragrap h 6(f) of SFAS 48. We
particularly note the absence of historical experience with the product.
As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response. Please furnish a letter that keys your responses to
our comments and provides any requested informa tion. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they ha ve 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 disclo sure 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Fina nce in our review of
your filing or in response to our comments on your filing.
You may contact Kristin Sh ifflett at (202)551-3381 or Margery Reich at (202)551-
3347 if you have questions regarding comments on the financial statements and related
matters. Please contact me at with any other questions.
Sincerely,
David R. Humphrey
Accounting Branch Chief