SEC Comment Letter for SIRICOMM INC (CIK 0000851199) — Oct 20, 2005
SIRICOMM INC (CIK 0000851199)
Date: Oct. 20, 2005 · CIK: 0000851199 · Accession: 0000000000-05-053538
AI Filing Summary & Sentiment
Referenced dates: September 23, 2005, September 23, 2005
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Mail Stop 4561
October 20, 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/A for the Fiscal Year Ended
September 30, 2004
Filed January 13, 2005
Forms 10-QSB for the fiscal quarters ended December 31, 2004,
March 31, 2005 and June 30, 2005
Dear Mr. Hoffman:
We have reviewed your response to our letter dated September
23,
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.
General
1. Please refer to comment 1 of our letter dated September 23,
2005.
We note that you amended your fiscal year 2004 10-KSB and
subsequent
10-QSB filings. Tell us what consideration you gave to filing and
Item 4.02 8-K in connection with the restatement of your financial
statements in the aforementioned filings.
2. Please refer to comment 3 of our letter dated September 23,
2005.
We have reviewed your response as well as your revisions to your
controls and procedures sections in your amended 10-KSB for the
year
ended September 30, 2004 and amended 10-QSB`s for the quarters
ended
December 31, 2004, March 31, 2005 and June 30, 2005. You disclose
in
your Forms 10-KSB and 10-QSB`s that your Chief Executive Officer
and
Chief Financial Officer have concluded that your disclosure
controls
and procedures were effective. Tell us how you concluded that
your
disclosure controls and procedures were effective as of the end of
the periods covered by these reports notwithstanding the recent
restatements in your 10-KSB for the year ended September 30, 2004
and
your amended 10-QSB`s for the quarters ended December 31, 2004,
March
31, 2005 and June 30, 2005.
3. We also note in your amended 10-KSB for the year ended
September
30, 2004 under Item 8A on page 29, your statement "disclosure
controls and procedures were effective....except that management
has
acknowledged the need to seek advice of its auditors and counsel
prior to the issuance of the Company`s securities so as to
determine
the effects of such issuance on the Company`s financial statements
prior to issuance." Management should not state that the controls
are effective except to the extent that certain problems have been
identified. Rather, management must take those problems into
account
when concluding whether the controls are effective or ineffective.
If the controls are ineffective, management should state the
specific
reasons why they are ineffective. Please revise your amended 10-
KSB
to remove this entire sentence or tell us why revision is not
necessary.
4. As it relates to the controls and procedures sections in your
amended 10-KSB for the year ended September 30, 2004 and amended
10-
QSB`s for the quarters ended December 31, 2004, March 31, 2005 and
June 30, 2005, please revise to expressly identify any material
weaknesses in your internal controls over financial reporting and
any
significant deficiency that, when combined with other significant
deficiencies, is determined to be a material weakness or
conversely
state that even as a result of the internal control concerns that
caused your recent restatement you did not have a material
weakness
or significant deficiencies.
* * * * *
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) 551-3730 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.
October 20, 2005
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