SEC Comment Letter for AMDL INC (CIK 0000838879) — Oct 24, 2005
AMDL INC (CIK 0000838879)
Date: Oct. 24, 2005 · CIK: 0000838879 · Accession: 0000000000-05-054042
AI Filing Summary & Sentiment
File numbers found in text: 001-16695
Letter
October 20, 2005 Via U.S. Mail and Facsimile Mr. Arthur S. Rosten Chief Financial Officer AMDL, Inc. 2492 Walnut Avenue, Suite 100 Tustin, California 92780-7039
Re: AMDL, Inc. Form 10-KSB for Fiscal Year Ended December 31, 2004 Filed March 30, 2005 File No. 001-16695
Dear Mr. Rosten:
We have limited our review of your filing to those issues we have addressed in our comments. 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.
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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB for the Year Ended December 31, 2004
Item 7. Financial Statements, page 16
Balance Sheet, page F-2
1. We see that your balance sheet includes intellectual property for immunogene therapy technology totaling $1,658,333 as of December 31, 2004. We see that you acquired this technology and a related patent application in August 2001, but it appears that you have yet to generate revenues from this technology and the status of the patent application is not clear. Please respond to the following:
* Explain to us, in detail, why the technology is not impaired under SFAS 142. Show us how you performed impairment testing under that guidance. Also, identify and thoroughly describe the bases for the significant assumptions underlying that testing. Your response should clearly demonstrate that your methods and assumptions are appropriate in GAAP.
* Describe the work you have performed on completing the technology since acquisition and reconcile the status of that work to that anticipated when you first acquired the technology. Describe the reasons for any delays and tell us why any delays have not rendered the technology impaired. Please be detailed and specific.
* Describe your plans, including timing, for generating cash flows from the technology. If the anticipated timing has changed from that established when the technology was first acquired, tell us how and why.
* Tell us what you expect it will cost to bring the technology to revenue generating status and tell us how and when you expect to raise necessary funding. Describe any changes in the expected costs from those anticipated when your first acquired the technology.
* Describe the status of your efforts to enter into strategic alliances or otherwise locate partners to develop the immunogene therapy technology intellectual property. If these efforts have not developed as anticipated at acquisition, describe the reasons for any delays and tell us why any delays have not rendered the technology impaired.
* On page 12 you disclose that your monthly cash burn rate is approximately $180,000 per month and that you expect your available resources to be sufficient through March 2006. Describe the extent to which the $180,000 includes work necessary to generate cash flows from and to recover the carrying amount of the immunogene therapy technology intellectual property.
* Describe the status of the patent application. If receipt of any patent has been delayed from that anticipated when you first acquired the technology, identify and describe the reasons.
* Tell us why you believe the assigned useful life is reasonable and provide support for your conclusions.
Form 8-K dated August 29, 2005
2. We note that in connection with your August private placements you agreed to file a registration statement by October 15, 2005 covering the secondary offering and resale of the common shares and the warrant shares sold in the private placements. Tell us whether there are any penalty clauses if the registration statement is not completed by a specified date and identify that date, if applicable. Also describe the terms of those penalties and provide us a copy of the agreement where those terms are set forth.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. When sending supplemental information regarding this filing, please include the following ZIP+4 code in our address: 20549-6010. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
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.
You may contact Lynn Dicker at (202) 551-3616 or me at (202) 551-3605 if you have questions regarding comments on the financial statements and related matters. In this regard, do not hesitate to contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.
Sincerely,
Gary Todd
Reviewing Accountant
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 6010
October 20, 2005
Via U.S. Mail and Facsimile
Mr. Arthur S. Rosten
Chief Financial Officer
AMDL, Inc.
2492 Walnut Avenue, Suite 100
Tustin, California 92780-7039
Re: AMDL, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed March 30, 2005
File No. 001-16695
Dear Mr. Rosten:
We have limited our review of your filing to those issues we
have addressed in our comments. 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.
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the Year Ended December 31, 2004
Item 7. Financial Statements, page 16
Balance Sheet, page F-2
1. We see that your balance sheet includes intellectual property
for
immunogene therapy technology totaling $1,658,333 as of December
31,
2004. We see that you acquired this technology and a related
patent
application in August 2001, but it appears that you have yet to
generate revenues from this technology and the status of the
patent
application is not clear. Please respond to the following:
* Explain to us, in detail, why the technology is not impaired
under
SFAS 142. Show us how you performed impairment testing under that
guidance. Also, identify and thoroughly describe the bases for the
significant assumptions underlying that testing. Your response
should clearly demonstrate that your methods and assumptions are
appropriate in GAAP.
* Describe the work you have performed on completing the
technology
since acquisition and reconcile the status of that work to that
anticipated when you first acquired the technology. Describe the
reasons for any delays and tell us why any delays have not
rendered
the technology impaired. Please be detailed and specific.
* Describe your plans, including timing, for generating cash flows
from the technology. If the anticipated timing has changed from
that
established when the technology was first acquired, tell us how
and
why.
* Tell us what you expect it will cost to bring the technology to
revenue generating status and tell us how and when you expect to
raise necessary funding. Describe any changes in the expected
costs
from those anticipated when your first acquired the technology.
* Describe the status of your efforts to enter into strategic
alliances or otherwise locate partners to develop the immunogene
therapy technology intellectual property. If these efforts have
not
developed as anticipated at acquisition, describe the reasons for
any
delays and tell us why any delays have not rendered the technology
impaired.
* On page 12 you disclose that your monthly cash burn rate is
approximately $180,000 per month and that you expect your
available
resources to be sufficient through March 2006. Describe the
extent
to which the $180,000 includes work necessary to generate cash
flows
from and to recover the carrying amount of the immunogene therapy
technology intellectual property.
* Describe the status of the patent application. If receipt of
any
patent has been delayed from that anticipated when you first
acquired
the technology, identify and describe the reasons.
* Tell us why you believe the assigned useful life is reasonable
and
provide support for your conclusions.
Form 8-K dated August 29, 2005
2. We note that in connection with your August private placements
you
agreed to file a registration statement by October 15, 2005
covering
the secondary offering and resale of the common shares and the
warrant shares sold in the private placements. Tell us whether
there
are any penalty clauses if the registration statement is not
completed by a specified date and identify that date, if
applicable.
Also describe the terms of those penalties and provide us a copy
of
the agreement where those terms are set forth.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010. Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.
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.
You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3605 if you have questions regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.
Sincerely,
Gary Todd
Reviewing Accountant
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Mr. Arthur S. Rosten
AMDL, Inc.
October 20, 2005
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