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