SEC Company Response from Inuvo, Inc. (INUV) (CIK 0000829323) (INUV) — Sep 9, 2004
Inuvo, Inc. (INUV) (CIK 0000829323)
Date: Sept. 9, 2004 · CIK: 0000829323 · Accession: 0000829323-04-000055
AI Filing Summary & Sentiment
Reasoning
Referenced dates: SEPTEMBER 1, 2004, September 1, 2004
Letter
September 9, 2004 Via Facsimile: (202) 942-9544 and EDGAR Mr. Patrick Gilmore, CPA Staff Accountant Division of Corporation Finance United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549
Re: CGI Holding Corporation Form 8-K File Number: 33-19980-D Filed: August 31, 2004
Dear Mr. Gilmore,
I am writing on behalf of our client CGI Holding Corporation (the "Company"), in response to your comment letter dated September 1, 2004. In the letter you requested that we amend the Company's Form 8-K that was filed August 31, 2004, as necessary, to conform to your comments. This letter is being submitted concurrently with the filing of the Form 8-K/A.
For your convenience, we have reprinted the text of the comments in your letter of September 1, 2004, in italics, followed by the Company's response.
1. Amend the report to include all of the information required by Item 304 of Regulation S-K. Include a letter from the former accountants addressing the revised disclosures. File the amendment under cover of Form 8-K/A and include the ITEM 4 designation, including the letter from the former accountant filed as an Exhibit 16.
The Form 8-K has been amended to provide the following:
As discussed, the Company is providing the information required by the relevant provisions of Item 304 of Regulation S-B. The Company's WebSourced, Inc. subsidiary has hired Mr. Jody Brown to serve as its Chief Financial Officer. Mr. Brown formerly was a partner in Poulos & Bayer, Chicago, Illinois, the independent auditors of the Company. On August 30, 2004, the Company received written notification that due to this hiring, in accordance with Section 10A of the Securities Exchange Act of 1934, as amended by Section 206 of the Sarbanes-Oxley Act of 2002, Poulos & Bayer has withdrawn from serving as the Company's independent auditors for the required cooling off period of one year, a copy of this notification was attached to the Form 8-K filed by the Company on August 31, 2004 and is attached to the Form 8-K/A Filed September 9, 2004 as Exhibit 16.1. Because Poulos & Bayer withdrew from service due to their wish to comply with Section 10A of the Securities and Exchange Act of 1934, as amended by Section 2 06 of the Sarbanes-Oxley Act of 2002, no action was required or taken by the Company's Board of Directors.
For the period including the prior two fiscal years and the interim period ending as of the date of withdrawal of Poulos & Bayer (the "Reporting Period"), Poulos & Bayer's report does not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles. During the Reporting Period, there were no disagreements between the Company and Poulos & Bayer on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure, which would have caused it to make reference to the subject matter of the disagreement in connection with its report. The Company provided Poulos & Bayer a copy of this disclosure on September 8, 2004. Poulos & Bayer provided the Company and the Securities and Exchange Commission with a letter, dated September 8, 2004, a copy of which is attached to the Form 8-K/A filed September 9, 2004 as Exhibit 16.2, which states that Poulos & Bayer agrees with the disclosures set forth in this Form 8-K/A.
The Company has not yet done so, but it intends to engage a new firm of independent auditors later this year.
2. When you engage a new accountant, please report the engagement in a new Form 8-K and comply with the requirements of Regulation S-K Item 304(a)(2). In making any disclosures about consultations with your new accountants, please ensure you disclose any consultations up through the date of engagement.
As discussed, the Company will provide the information required by the relevant provisions of Item 304 of Regulation S-B. The Company has not yet done so, but it intends to engage a new firm of independent auditors later this year. At that time, the Company intends to provide the appropriate disclosures.
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings; that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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.
Best regards,
SHEFSKY & FROELICH LTD.
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<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>commentletter.txt
<DESCRIPTION>SEC COMMENT LETTER DATED SEPTEMBER 1, 2004
<TEXT>
LAW OFFICES
SHEFSKY & FROELICH LTD.
444 NORTH MICHIGAN AVENUE Susan W. Wiles
CHICAGO, ILLINOIS 60611 Direct:312-836-4192
Facsimile:312-527-3194
Telephone (312)527-4000 E Mail:swiles@shefskylaw.com
Facsimile (312)527-5921
E Mail sfltd@shefksylaw.com
IN REFERENCE TO:
027383-01-01
September 9, 2004
Via Facsimile: (202) 942-9544 and EDGAR
Mr. Patrick Gilmore, CPA
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CGI Holding Corporation
Form 8-K
File Number: 33-19980-D
Filed: August 31, 2004
Dear Mr. Gilmore,
I am writing on behalf of our client CGI Holding Corporation (the "Company"), in
response to your comment letter dated September 1, 2004. In the letter you
requested that we amend the Company's Form 8-K that was filed August 31, 2004,
as necessary, to conform to your comments. This letter is being submitted
concurrently with the filing of the Form 8-K/A.
For your convenience, we have reprinted the text of the comments in your letter
of September 1, 2004, in italics, followed by the Company's response.
1. Amend the report to include all of the information required by Item 304 of
Regulation S-K. Include a letter from the former accountants addressing the
revised disclosures. File the amendment under cover of Form 8-K/A and include
the ITEM 4 designation, including the letter from the former accountant filed as
an Exhibit 16.
The Form 8-K has been amended to provide the following:
As discussed, the Company is providing the information required by the relevant
provisions of Item 304 of Regulation S-B. The Company's WebSourced, Inc.
subsidiary has hired Mr. Jody Brown to serve as its Chief Financial Officer. Mr.
Brown formerly was a partner in Poulos & Bayer, Chicago, Illinois, the
independent auditors of the Company. On August 30, 2004, the Company received
written notification that due to this hiring, in accordance with Section 10A of
the Securities Exchange Act of 1934, as amended by Section 206 of the
Sarbanes-Oxley Act of 2002, Poulos & Bayer has withdrawn from serving as the
Company's independent auditors for the required cooling off period of one year,
a copy of this notification was attached to the Form 8-K filed by the Company on
August 31, 2004 and is attached to the Form 8-K/A Filed September 9, 2004 as
Exhibit 16.1. Because Poulos & Bayer withdrew from service due to their wish to
comply with Section 10A of the Securities and Exchange Act of 1934, as amended
by Section 2 06 of the Sarbanes-Oxley Act of 2002, no action was required or
taken by the Company's Board of Directors.
For the period including the prior two fiscal years and the interim period
ending as of the date of withdrawal of Poulos & Bayer (the "Reporting Period"),
Poulos & Bayer's report does not contain an adverse opinion or disclaimer of
opinion, nor was it modified as to uncertainty, audit scope or accounting
principles. During the Reporting Period, there were no disagreements between the
Company and Poulos & Bayer on any matter of accounting principles or practices,
financial disclosure, or auditing scope or procedure, which would have caused it
to make reference to the subject matter of the disagreement in connection with
its report. The Company provided Poulos & Bayer a copy of this disclosure on
September 8, 2004. Poulos & Bayer provided the Company and the Securities and
Exchange Commission with a letter, dated September 8, 2004, a copy of which is
attached to the Form 8-K/A filed September 9, 2004 as Exhibit 16.2, which states
that Poulos & Bayer agrees with the disclosures set forth in this Form 8-K/A.
The Company has not yet done so, but it intends to engage a new firm of
independent auditors later this year.
2. When you engage a new accountant, please report the engagement in a new Form
8-K and comply with the requirements of Regulation S-K Item 304(a)(2). In making
any disclosures about consultations with your new accountants, please ensure you
disclose any consultations up through the date of engagement.
As discussed, the Company will provide the information required by the relevant
provisions of Item 304 of Regulation S-B. The Company has not yet done so, but
it intends to engage a new firm of independent auditors later this year. At that
time, the Company intends to provide the appropriate disclosures.
The Company acknowledges that it is responsible for the adequacy and accuracy of
the disclosure in the filings; that staff comments or changes to disclosure in
response to staff comments in the filings reviewed by the staff 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.
Best regards,
SHEFSKY & FROELICH LTD.
/s/ Susan Wiles
Susan Wiles
cc: Gerald M. Jacobs
Mitchell D. Goldsmith, Esq.
</TEXT>
</DOCUMENT>