SEC Comment Letter for SIRICOMM INC (CIK 0000851199) — Sep 23, 2005
SIRICOMM INC (CIK 0000851199)
Date: Sept. 23, 2005 · CIK: 0000851199 · Accession: 0000000000-05-049414
AI Filing Summary & Sentiment
Referenced dates: August 1, 2005, August 1, 2005
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Mail Stop 4561
September 23, 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-KSB for the Fiscal Year Ended
September 30, 2004
Filed January 13, 2005
Dear Mr. Hoffman:
We have reviewed your response to our letter dated August 1,
2005 in connection with our review of 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 5. Stockholders` Equity, page F-12
1. Please refer to comment 2 of our letter dated August 1, 2005.
We
have reviewed your response and note your current classification
of
your Series A Preferred Stock as permanent equity. We also note
in
your disclosure that this preferred stock is convertible into
common
stock at the option of the holder or is redeemable for cash at a
fixed or determinable price at the option of the holder three
years
subsequent to the date of issuance. Based on your disclosure, it
appears that this preferred stock is conditionally redeemable and
does not meet the definition of a mandatorily redeemable financial
instrument under SFAS 150. We believe that, based on the
characteristics of this preferred stock, these amounts should be
classified outside of permanent equity and presented between
liabilities and stockholders` equity on the balance sheet in
accordance with EITF Topic D-98. We also believe that the
reclassification of amounts related to preferred stock
(approximately
$251,000) from stockholders` equity is significant to your
Consolidated Balance Sheet and financial statements. Please amend
your 10-KSB for the fiscal year ended September 30, 2004 and each
subsequent 10-QSB for these reclassifications or tell us why
revision
is not necessary.
2. Please refer to comment 3 of our letter dated August 1, 2005.
We
note your response and we believe that to the extent that you
amend
your 10-KSB for the fiscal year ended September 30, 2004 and each
subsequent 10-QSB for the preferred stock reclassifications, you
should include a line item for the cumulative dividends and
accretion
on your preferred stock 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.
3. If you determine that amendments to your periodic Exchange Act
reports are necessary as a result of the comments above, tell us
how
you considered the revisions to your financial statements for
amounts
related to the preferred stock reclassification in disclosing
information relating to your disclosure controls and procedures
and
your internal controls, pursuant to Item 307 and 308 of Regulation
S-
B in your periodic Exchange Act reports.
4. In connection with our prior comment letter dated August 1,
2005,
we note that you did not provide, as previously requested, a
statement in writing that the company acknowledges 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.
Please provide us with these acknowledgements and be advised that
a
letter signed by counsel would not satisfy the requirement of this
comment. 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.
* * * * *
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.
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.
September 23, 2005
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