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SEC Company Response from SIRICOMM INC (CIK 0000851199) — May 9, 2005

SIRICOMM INC (CIK 0000851199)
Date: May 9, 2005 · CIK: 0000851199 · Accession: 0001038838-05-000500

AI Filing Summary & Sentiment

File numbers found in text: 333-123132

Referenced dates: April 1, 2005

Date
April 26, 2005
Author
A. Elizabeth Jetton
Form
CORRESP
Company
SIRICOMM INC (CIK 0000851199)

Letter

VIA FED EX United States Securities and Exchange Commission Division of Corporation Finance Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549-0406 Attention: Barbara C. Jacobs, Esq.

Re: SiriCOMM, Inc. Registration Statement on Form SB-2 File No. 333-123132

Dear Ms. Jacobs:

On behalf of our client, SiriCOMM, Inc. (the "Company"), enclosed for review please find three (3) clean and marked copies of Pre-Effective Amendment No. 1 ("Amendment No. 1") to the Company's Registration Statement on Form SB-2, File No. 333-123132 (as amended, the "Registration Statement").

Amendment No. 1 reflects changes to the Registration Statement made in response to the comments of the Division of Corporation Finance (the "Staff") on the Registration Statement in its letter dated April 1, 2005 (the "Comment Letter"), to Henry P. Hoffman, the President and Chief Executive Officer of the Company.

For your convenience, we have set out each of the Staff's comments in the Comment Letter in italics, followed by the Company's response in plain text. The nature of the changes in Amendment No. 1 and the prospectus included therein is noted below.

Comment:

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.

<PAGE>

Response:

In response to the Staff's comment, and based on a questionnaire received from Sat-Net Communications, Inc., the Selling Shareholder table has been revised to reflect that Allen Wheeler, Henry Burkhalter and David Webb, the directors of Sat-Net Communications, Inc., are the natural persons who exercise voting and/or investment power over Sat-Net Communications, Inc. The Company has confirmed to us that Sat-Net Communications, Inc. is not an affiliate of a registered broker dealer.

Comment:

Form SB-2 -Plan of Distribution

2. We note your discussion regarding short sales. Please supplementally confirm you are aware of CF Telephone Interp. A. 65 (July 1997) on this issue.

Response:

The Company has confirmed to us that it is aware of CF Telephone Interp. A. 65 (July 1997) regarding short sales.

Comment:

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.

Response:

The Company has confirmed to us that it met the above-described standard and that there were no changes in the Company's internal control over financial reporting that occurred during the Company's fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

<PAGE>

Comment:

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.

Response:

The Company has confirmed to us that its disclosure controls and procedures met the above-described standard for the period covered by the Company's Form 10-KSB and were designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported in addition to being accumulated and communicated to the Company's management to allow for timely decisions regarding required disclosure.

The Company hereby acknowledges that: (i) 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; (ii) 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 (iii) 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.

Please do not hesitate to contact the undersigned at (617) 951-8411 with any questions concerning this letter.

Very truly yours,
/s/ A. Elizabeth Jetton
A. Elizabeth Jetton

Show Raw Text
<DOCUMENT>
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<TEXT>
April 26, 2005

VIA FED EX

United States Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0406

Attention: Barbara C. Jacobs, Esq.

         Re:      SiriCOMM, Inc.
                  Registration Statement on Form SB-2
                  File No. 333-123132

Dear Ms. Jacobs:

On behalf of our client, SiriCOMM, Inc. (the "Company"), enclosed for review
please find three (3) clean and marked copies of Pre-Effective Amendment No. 1
("Amendment No. 1") to the Company's Registration Statement on Form SB-2, File
No. 333-123132 (as amended, the "Registration Statement").

Amendment No. 1 reflects changes to the Registration Statement made in response
to the comments of the Division of Corporation Finance (the "Staff") on the
Registration Statement in its letter dated April 1, 2005 (the "Comment Letter"),
to Henry P. Hoffman, the President and Chief Executive Officer of the Company.

For your convenience, we have set out each of the Staff's comments in the
Comment Letter in italics, followed by the Company's response in plain text. The
nature of the changes in Amendment No. 1 and the prospectus included therein is
noted below.

Comment:

         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.

<PAGE>

Response:

In response to the Staff's comment, and based on a questionnaire received from
Sat-Net Communications, Inc., the Selling Shareholder table has been revised to
reflect that Allen Wheeler, Henry Burkhalter and David Webb, the directors of
Sat-Net Communications, Inc., are the natural persons who exercise voting and/or
investment power over Sat-Net Communications, Inc. The Company has confirmed to
us that Sat-Net Communications, Inc. is not an affiliate of a registered broker
dealer.

Comment:

         Form SB-2 -Plan of Distribution

         2.       We note your discussion regarding short sales. Please
                  supplementally confirm you are aware of CF Telephone Interp.
                  A. 65 (July 1997) on this issue.

Response:

The Company has confirmed to us that it is aware of CF Telephone Interp. A. 65
(July 1997) regarding short sales.

Comment:

         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.

Response:

The Company has confirmed to us that it met the above-described standard and
that there were no changes in the Company's internal control over financial
reporting that occurred during the Company's fourth fiscal quarter that
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

<PAGE>

Comment:

         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.

Response:

The Company has confirmed to us that its disclosure controls and procedures met
the above-described standard for the period covered by the Company's Form 10-KSB
and were designed to ensure that information required to be disclosed in the
Company's reports under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported in addition to being accumulated
and communicated to the Company's management to allow for timely decisions
regarding required disclosure.

The Company hereby acknowledges that: (i) 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;
(ii) 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 (iii) 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.

Please do not hesitate to contact the undersigned at (617) 951-8411 with any
questions concerning this letter.

                                                     Very truly yours,

                                                     /s/ A. Elizabeth Jetton
                                                     A. Elizabeth Jetton

cc:      Maryse Mills-Apenteng, Securities Exchange Commission
         Henry P. Hoffman, SiriCOMM, Inc.
         J. Richard Iler, SiriCOMM, Inc.
         John J. Concannon III, Esq.
</TEXT>
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