SEC Comment Letter for SIRICOMM INC (CIK 0000851199) — Apr 4, 2005
SIRICOMM INC (CIK 0000851199)
Date: April 4, 2005 · CIK: 0000851199 · Accession: 0000000000-05-016002
AI Filing Summary & Sentiment
File numbers found in text: 333-123132
Letter
Mail Stop 4-6 April 1, 2005 Henry P. Hoffman President and Chief Executive Officer 2900 Davis Boulevard, Suite 130 Joplin, Missouri 64804 Form 10-KSB for the fiscal year ended September 30, 2004 Form 10-QSB for the fiscal quarter ended December 31, File No. 0-18399
Re: Siricomm, Inc. Registration Statement on Form SB-2 File No. 333-123132
Dear Mr. Hoffman:
We have limited our review of the above-referenced Form SB-2 registration statement of Siricomm, Inc. to the selling shareholder table, plan of distribution and to the disclosure controls and procedures in the Form 10-K for the period ended September 30, 2004. 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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not 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 welcome any questions you may have about our comments or on any other aspect of our review and look forward to working with you. Feel free to call us at the telephone numbers listed at the end of this letter.
Form SB-2
Selling Shareholders 1. Please disclose the natural persons who exercise sole or shared voting and/or investment power over Sat-Net Communications, Inc. See interpretation 4S of the Regulation S-K portion of the March 1999 supplement to the publicly available CF Telephone Interpretation manual, as well as interpretation I.60 of the July 1997 version of the telephone interpretation manual. Please confirm, if true, that Sat-Net Communications, Inc. is not an affiliate of a registered broker-dealer.
Plan of Distribution 2. We note your discussion regarding short sales. Please supplementally confirm that you are aware of CF Telephone Interp. A. 65 (July 1997) on this issue.
Form 10-KSB for the period ended September 30, 2004 and Form 10- QSB for the quarter ended December 31, 2004
Disclosure Controls and Procedures 3. Your disclosure on page 29 states that there were no "significant" changes in the Company`s internal controls over financial reporting during the last fiscal quarter. Please note that Item 308(c) requires disclosure of any change in the registrant`s internal control over financial reporting that occurred during the registrant`s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant`s internal control over financial reporting. Please confirm, if true, that you met this standard for the relevant period. Alternatively, revise your disclosure to provide appropriate details about any such changes. We note that your Form 10-QSB for December 31, 2004 sets forth the required Item 308 disclosure. 4. In addition, please refer to Item 307 of Regulation S-B. Note that this disclosure item defines disclosure controls and procedures as controls and procedures designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is "recorded, processed, summarized and reported" in addition to being accumulated and communicated to the issuer`s management as appropriate to allow timely decisions regarding required disclosure. In your response letter, please confirm, if true, that your disclosure controls and procedures met this standard for the relevant period. If you are unable to provide such confirmation, please explain. We note that your Form 10-QSB for December 31, 2004 sets forth the required Item 307 disclosure.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed 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.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Any questions should be directed to Maryse Mills-Apenteng at (202) 942-1861. If you need further assistance, you may contact the undersigned at 202-942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 4-6
April 1, 2005
Henry P. Hoffman
President and Chief Executive Officer
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804
Re: Siricomm, Inc.
Registration Statement on Form SB-2
File No. 333-123132
Form 10-KSB for the fiscal year ended September 30, 2004
Form 10-QSB for the fiscal quarter ended December 31,
2004
File No. 0-18399
Dear Mr. Hoffman:
We have limited our review of the above-referenced Form SB-2
registration statement of Siricomm, Inc. to the selling
shareholder
table, plan of distribution and to the disclosure controls and
procedures in the Form 10-K for the period ended September 30,
2004.
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Form SB-2
Selling Shareholders
1. Please disclose the natural persons who exercise sole or shared
voting and/or investment power over Sat-Net Communications, Inc.
See
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the publicly available CF Telephone Interpretation
manual, as well as interpretation I.60 of the July 1997 version of
the telephone interpretation manual. Please confirm, if true,
that
Sat-Net Communications, Inc. is not an affiliate of a registered
broker-dealer.
Plan of Distribution
2. We note your discussion regarding short sales. Please
supplementally confirm that you are aware of CF Telephone Interp.
A.
65 (July 1997) on this issue.
Form 10-KSB for the period ended September 30, 2004 and Form 10-
QSB
for the quarter ended December 31, 2004
Disclosure Controls and Procedures
3. Your disclosure on page 29 states that there were no
"significant"
changes in the Company`s internal controls over financial
reporting
during the last fiscal quarter. Please note that Item 308(c)
requires disclosure of any change in the registrant`s internal
control over financial reporting that occurred during the
registrant`s last fiscal quarter that has materially affected, or
is
reasonably likely to materially affect, the registrant`s internal
control over financial reporting. Please confirm, if true, that
you
met this standard for the relevant period. Alternatively, revise
your disclosure to provide appropriate details about any such
changes. We note that your Form 10-QSB for December 31, 2004 sets
forth the required Item 308 disclosure.
4. In addition, please refer to Item 307 of Regulation S-B. Note
that this disclosure item defines disclosure controls and
procedures
as controls and procedures designed to ensure that information
required to be disclosed by the issuer in the reports that it
files
or submits under the Act is "recorded, processed, summarized and
reported" in addition to being accumulated and communicated to the
issuer`s management as appropriate to allow timely decisions
regarding required disclosure. In your response letter, please
confirm, if true, that your disclosure controls and procedures met
this standard for the relevant period. If you are unable to
provide
such confirmation, please explain. We note that your Form 10-QSB
for
December 31, 2004 sets forth the required Item 307 disclosure.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Any questions should be directed to Maryse Mills-Apenteng at
(202) 942-1861. If you need further assistance, you may contact
the
undersigned at 202-942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 617-347-5065
John J. Concannon, III, Esq.
Elizabeth Truton, Esq.
Bingham McCutchen LLP
150 Federal Street
Boston, MA 02110
??
??
??
??
Siricomm, Inc.
April 1, 2005
Page 1 of 3
</TEXT>
</DOCUMENT>