SEC Company Response from APPLIED NEUROSOLUTIONS INC (CIK 0000872947) — Nov 5, 2004
APPLIED NEUROSOLUTIONS INC (CIK 0000872947)
Date: Nov. 5, 2004 · CIK: 0000872947 · Accession: 0001144204-04-017814
AI Filing Summary & Sentiment
File numbers found in text: 001-13835
Referenced dates: October 29, 2004, October 29, 2004
Letter
November 5, 2004, Mr. Oscar M. Young, Jr. Staff Accountant Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549
Re: Applied NeuroSolutions, Inc. (the "Company"), Form 8-K, filed October 25, 2004 File No. 001-13835
Dear Mr. Young:
On behalf of the Company, we are responding to your letter dated October 29, 2004 (the "Comment Letter") to David Ellison, Chief Financial Officer of the Company, with respect to the above referenced filing. Set forth below are the points raised in the Comment Letter and the responses of the Company to the Staff's Comment Letter.
1. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. 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 disclosure they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company 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 in the filings reviewed by the staff 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. <PAGE>
Oscar M. Young, Jr. November 5, 2004 Page 2
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.
RESPONSE: The Company's written acknowledgement is annexed to this letter in accordance with this item 1 of the Comment Letter.
2. Please revise your filing to state whether the former accountant resigned, declined to stand for re-election or was dismissed, as required by Item 304(a)(1)(i) of Regulation S-B. It is not sufficient to state that you decided to end your engagement of your former accountant, as that wording is unclear.
RESPONSE: The Company has revised the disclosure in the filing to state that the former accountant was dismissed by the Company, in accordance with this item 2 of the Comment Letter.
3. In providing your disclosure required by Item 304(a)(1)(iv) of Regulation S-K, please revise you filing to specifically address the two most recent fiscal years and the subsequent interim period through the date that the former accountant either resigned, declined to stand for re-election, or was dismissed, as "in connection with its audits" may not be sufficiently inclusive.
RESPONSE: The Company has revised the disclosure required by Item 304(a)(1)(iv) of Regulation S-K to specifically address the two most recent fiscal years and the subsequent interim period through the date that the Company's former accountant was dismissed, in accordance with this item 3 of the Comment Letter.
4. Please file a letter from the former accountant addressing the revised disclosures.
RESPONSE: The Company has filed as exhibit 16.2 to the amended Form 8-K a letter from its former accountant addressing the revised disclosures.
If you have any questions about this letter or Amendment No. 1 to the Form 8-K, please call Adam Eilenberg or Bill Dauber of this office (212-986-9700).
Sincerely,
/s/ William R. Dauber ---------------------
William R. Dauber
cc: David Ellison, Applied NeuroSolutions, Inc. <PAGE>
APPLIED NEUROSOLUTIONS, INC. 50 LAKEVIEW PARKWAY SUITE 111 VERNON HILLS, IL 60061
November 5, 2004,
Mr. Oscar M. Young, Jr. Staff Accountant Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549
Dear Mr. Young:
Pursuant to your letter dated October 29, 2004 (the "Comment Letter") to David Ellison, Chief Financial Officer of Applied NeuroSolutions, Inc. (the "Company"), with respect to the Form 8-K of the Company filed on October 25, 2004 (SEC File No. 001-13835), the Company hereby acknowledges 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 in the filings reviewed by the staff 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.
Sincerely,
/s/ David Ellison
-----------------
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<TEXT>
November 5, 2004,
Mr. Oscar M. Young, Jr.
Staff Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Applied NeuroSolutions, Inc. (the "Company"),
Form 8-K, filed October 25, 2004
File No. 001-13835
Dear Mr. Young:
On behalf of the Company, we are responding to your letter dated October
29, 2004 (the "Comment Letter") to David Ellison, Chief Financial Officer of the
Company, with respect to the above referenced filing. Set forth below are the
points raised in the Comment Letter and the responses of the Company to the
Staff's Comment Letter.
1. We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the staff to be certain that
they have provided all information investors require. 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
disclosure they have made.
In connection with responding to our comments, please provide, in writing,
a statement from the company 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 in the filings reviewed by the staff 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.
<PAGE>
Oscar M. Young, Jr.
November 5, 2004
Page 2
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.
RESPONSE: The Company's written acknowledgement is annexed to this letter in
accordance with this item 1 of the Comment Letter.
2. Please revise your filing to state whether the former accountant resigned,
declined to stand for re-election or was dismissed, as required by Item
304(a)(1)(i) of Regulation S-B. It is not sufficient to state that you
decided to end your engagement of your former accountant, as that wording
is unclear.
RESPONSE: The Company has revised the disclosure in the filing to state that the
former accountant was dismissed by the Company, in accordance with this item 2
of the Comment Letter.
3. In providing your disclosure required by Item 304(a)(1)(iv) of Regulation
S-K, please revise you filing to specifically address the two most recent
fiscal years and the subsequent interim period through the date that the
former accountant either resigned, declined to stand for re-election, or
was dismissed, as "in connection with its audits" may not be sufficiently
inclusive.
RESPONSE: The Company has revised the disclosure required by Item 304(a)(1)(iv)
of Regulation S-K to specifically address the two most recent fiscal years and
the subsequent interim period through the date that the Company's former
accountant was dismissed, in accordance with this item 3 of the Comment Letter.
4. Please file a letter from the former accountant addressing the revised
disclosures.
RESPONSE: The Company has filed as exhibit 16.2 to the amended Form 8-K a letter
from its former accountant addressing the revised disclosures.
If you have any questions about this letter or Amendment No. 1 to the Form
8-K, please call Adam Eilenberg or Bill Dauber of this office (212-986-9700).
Sincerely,
/s/ William R. Dauber
---------------------
William R. Dauber
cc: David Ellison, Applied NeuroSolutions, Inc.
<PAGE>
APPLIED NEUROSOLUTIONS, INC.
50 LAKEVIEW PARKWAY
SUITE 111
VERNON HILLS, IL 60061
November 5, 2004,
Mr. Oscar M. Young, Jr.
Staff Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Mr. Young:
Pursuant to your letter dated October 29, 2004 (the "Comment Letter") to David
Ellison, Chief Financial Officer of Applied NeuroSolutions, Inc. (the
"Company"), with respect to the Form 8-K of the Company filed on October 25,
2004 (SEC File No. 001-13835), the Company hereby acknowledges 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 in the filings reviewed by the staff 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.
Sincerely,
/s/ David Ellison
-----------------
David Ellison
Chief Financial Officer
</TEXT>
</DOCUMENT>