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SEC Company Response from SIRICOMM INC (CIK 0000851199) — Oct 4, 2005

SIRICOMM INC (CIK 0000851199)
Date: Oct. 4, 2005 · CIK: 0000851199 · Accession: 0001038838-05-000860

AI Filing Summary & Sentiment

Referenced dates: September 23, 2005

Date
September 30, 2005
Author
/s/ Henry P. Hoffman
Form
CORRESP
Company
SIRICOMM INC (CIK 0000851199)

Letter

Re: SiriCOMM, Inc. ("SiriComm") Form 10-K for the Fiscal Year ended September 30, 2004 Filed January 13, 2005 File No. 0-18399

SOMMER & SCHNEIDER LLP 595 STEWART AVENUE, SUITE 710 GARDEN CITY, NEW YORK 11530 ------------

Herbert H. Sommer Telephone (516) 228-8181 Joel C. Schneider Facsimile (516) 228-8211

September 30, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549

Attn: Patrick Gilmore, Division of Corporation Finance

Ladies and Gentlemen:

We write this letter on behalf of SiriCOMM in response to your Letter of Comment dated September 23, 2005, relating to SiriComm's above referenced filing. Please note that we are filing herewith amendments to SiriCOMM's Form 10-KSB for the year ended September 30, 2004 and SiriCOMM's Form 10-QSB's for the quarters ended December 31, 2004, March 31, 2005 and June 30, 2005. Each of these amendments has been amended to reflect the following:

Note 5. Stockholders' Equity, page F-12 ---------------------------------------

General -------

1. SiriCOMM has reclassified the preferred stock on its balance sheet to classify it outside of permanent equity. The preferred stock is now presented outside of permanent equity and between liabilities and stockholders' equity on the balance sheet in accordance with EITF Topic D-98. Accordingly, we have amended SiriCOMM's Form 10-KSB for the year ended September 30, 2004 and each subsequent Form 10-QSB (12/31/04, 3/31/05 and 6/30/05).

2. SiriCOMM has included a line item for the cumulative dividends and accretion on its preferred stock in their computation and presentation of its net loss per share attributable to their common shareholders in its consolidated statement of operations.

3. Notwithstanding the amendments to SiriCOMM's Form 10-KSB for the year ended September 30, 2004 and subsequent 10-QSB's, SiriCOMM believes its internal controls are adequate in that information regarding the preferred stock was timely reported to management and recorded in SiriCOMM's books and records.

<PAGE> Securities and Exchange Commission September 30, 2005 Page 2

With respect to SiriCOMM's disclosure controls and procedures, management will 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. We have amended each of the filings to add the aforementioned disclosure to the "Controls and Procedures" items in each filing.

4. We have provided a letter signed by SiriCOMM's CEO and President acknowledging that:

o the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

o 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

o 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.

We have carefully reviewed the Staff's comments and have set forth our responses above. We have incorporated such responses, where applicable, in our amendments to Form 10-KSB for the year ended September 30, 2004 and Form 10-QSB's for the quarters ended December 31, 2004, March 31, 2005 and June 30, 2005.

I welcome a further discussion on any of our points addressed within this response letter. I may be reached at (516) 228-8181, ext. 22.

Very truly yours,

/s/ Joel C. Schneider

Joel C. Schneider

JCS/md cc: Hank Hoffman J. Richard Iler

<PAGE>

SIRICOMM, INC. 2900 Davis Boulevard, Suite 130 Joplin, Missouri 64804

September 26, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549

Attn: Patrick Gilmore, Division of Corporation Finance

Re: SiriCOMM Inc. ("SiriCOMM") Form 10-KSB for the Fiscal Year Ended September 30, 2004 Filed January 13, 2005 File No. 0-18399

Ladies and Gentlemen:

In connection with your consideration of our responses to the Staff's comments of September 23, 2005, we acknowledge that:

o SiriCOMM is responsible for the adequacy and accuracy of the disclosure in the filing;

o 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

o SiriCOMM 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.

Thank you for your attention.

Very truly yours,
/s/ Henry P. Hoffman

Show Raw Text
<DOCUMENT>
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<TEXT>

                             SOMMER & SCHNEIDER LLP
                          595 STEWART AVENUE, SUITE 710
                           GARDEN CITY, NEW YORK 11530
                                  ------------

Herbert H. Sommer                                       Telephone (516) 228-8181
Joel C. Schneider                                       Facsimile (516) 228-8211

                               September 30, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

         Attn:    Patrick Gilmore, Division of Corporation Finance

         Re:      SiriCOMM, Inc. ("SiriComm")
                  Form 10-K for the Fiscal Year ended September 30, 2004
                  Filed January 13, 2005
                  File No. 0-18399

Ladies and Gentlemen:

         We write this letter on behalf of SiriCOMM in response to your Letter
of Comment dated September 23, 2005, relating to SiriComm's above referenced
filing. Please note that we are filing herewith amendments to SiriCOMM's Form
10-KSB for the year ended September 30, 2004 and SiriCOMM's Form 10-QSB's for
the quarters ended December 31, 2004, March 31, 2005 and June 30, 2005. Each of
these amendments has been amended to reflect the following:

Note 5. Stockholders' Equity, page F-12
---------------------------------------

General
-------

1. SiriCOMM has reclassified the preferred stock on its balance sheet to
classify it outside of permanent equity. The preferred stock is now presented
outside of permanent equity and between liabilities and stockholders' equity on
the balance sheet in accordance with EITF Topic D-98. Accordingly, we have
amended SiriCOMM's Form 10-KSB for the year ended September 30, 2004 and each
subsequent Form 10-QSB (12/31/04, 3/31/05 and 6/30/05).

2. SiriCOMM has included a line item for the cumulative dividends and accretion
on its preferred stock in their computation and presentation of its net loss per
share attributable to their common shareholders in its consolidated statement of
operations.

3. Notwithstanding the amendments to SiriCOMM's Form 10-KSB for the year ended
September 30, 2004 and subsequent 10-QSB's, SiriCOMM believes its internal
controls are adequate in that information regarding the preferred stock was
timely reported to management and recorded in SiriCOMM's books and records.

<PAGE>
Securities and Exchange Commission
September 30, 2005
Page 2

         With respect to SiriCOMM's disclosure controls and procedures,
management will 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. We have amended each of the
filings to add the aforementioned disclosure to the "Controls and Procedures"
items in each filing.

4. We have provided a letter signed by SiriCOMM's CEO and President
acknowledging that:

         o        the Company is responsible for the adequacy and accuracy of
                  the disclosure in the filing;

         o        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

         o        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.

         We have carefully reviewed the Staff's comments and have set forth our
responses above. We have incorporated such responses, where applicable, in our
amendments to Form 10-KSB for the year ended September 30, 2004 and Form
10-QSB's for the quarters ended December 31, 2004, March 31, 2005 and June 30,
2005.

         I welcome a further discussion on any of our points addressed within
this response letter. I may be reached at (516) 228-8181, ext. 22.

                                                          Very truly yours,

                                                          /s/ Joel C. Schneider

                                                          Joel C. Schneider

JCS/md
cc:  Hank Hoffman
     J. Richard Iler

<PAGE>

                                 SIRICOMM, INC.
                         2900 Davis Boulevard, Suite 130
                             Joplin, Missouri 64804

                                                       September 26, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

         Attn:    Patrick Gilmore, Division of Corporation Finance

         Re:      SiriCOMM Inc. ("SiriCOMM")
                  Form 10-KSB for the Fiscal Year Ended September 30, 2004
                  Filed January 13, 2005
                  File No. 0-18399

Ladies and Gentlemen:

         In connection with your consideration of our responses to the Staff's
comments of September 23, 2005, we acknowledge that:

         o        SiriCOMM is responsible for the adequacy and accuracy of the
                  disclosure in the filing;

         o        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

         o        SiriCOMM 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.

         Thank you for your attention.

                                                          Very truly yours,

                                                          /s/ Henry P. Hoffman

                                                          Henry P. Hoffman
                                                          President and CEO
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