SEC Comment Letter for SIRICOMM INC (CIK 0000851199) — Aug 2, 2005
SIRICOMM INC (CIK 0000851199)
Date: Aug. 2, 2005 · CIK: 0000851199 · Accession: 0000000000-05-039608
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Mail Stop 4561
August 1, 2005
Henry P. Hoffman
President, Chief Executive Officer and
Chairman of the Board
Siricomm, Inc.
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804
Re: Siricomm Inc.
Form 10-K for the Fiscal Year Ended
September 30, 2004
Filed January 13, 2005
Dear Mr. Hoffman:
We have reviewed the above referenced filings and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. 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.
Note 1. Nature of Operations and Summary of Significant Accounting
Policies, page F-8
General
1. We note that you issued warrants and options for various
purposes
to non-employees. Tell us your accounting policy for equity
issuances to non-employees and how you considered disclosing this
policy. Address your consideration of EITF 96-18, in your
response.
In addition tell us how you considered the disclosure requirements
of
paragraph 8 of APB 20 and paragraphs 46 through 48 of SFAS 123.
Please advise.
Note 5. Stockholders` Equity, page F-12
2. We note that your Series A Preferred Stock is redeemable at the
option of the holder three years after the date of issuance at a
redemption price equal to 110% of the stated value. Tell us how
you
considered SAB Topic 3C of SAB 64 in accounting for your Series A
Preferred Stock whereby the carrying amount of your Series A
Preferred Stock would be increased to the mandatory redemption
amount. Additionally, tell us how you considered the impact on
your
net loss attributable to common shareholders. Please advise.
3. We also note that your Series A Preferred Stock accrues
cumulative
dividends at a rate of $0.10 per share per annum. Tell us how you
considered these cumulative dividends in your computation and
presentation of your net loss per share attributable to your
common
shareholders in your consolidated statements of operations on page
F-
4. Refer to paragraph 25 of SFAS 150 and paragraph 9 of SFAS 128.
Note 8. Employee Stock Plans, page F-15
4. We note on page F-15 that you that you use the minimum value
method (using a 0% volatility factor) to determine the fair value
of
options granted. Tell us why you believe this valuation method is
appropriate and how you considered paragraphs 19 and 20 of SFAS
123
in determining the fair value of the options granted.
* * * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.
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 Patrick Gilmore at (202) 551-3406, Thomas
Ferraro at (202) 551-3225 or me at (202) 551-3499 if you have
questions regarding comments on the financial statements and
related
matters.
Sincerely,
Kathleen Collins
Accounting Branch Chief
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Henry P. Hoffman
Siricomm, Inc.
August 1, 2005
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