SEC Comment Letter for AETHLON MEDICAL INC (AEMD) (CIK 0000882291) (AEMD) — Mar 5, 2009
AETHLON MEDICAL INC (AEMD) (CIK 0000882291)
Date: March 5, 2009 · CIK: 0000882291 · Accession: 0000000000-09-011543
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 March 5, 2009 Via U S Mail and FAX [(858) 459-2738 ] James A. Joyce, Chief Executive Officer Aethlon Medical Inc. 3030 Bunker Hill Street, Suite 4000 San Diego, California 92109 Re: Aethlon Medical Inc. Form 10-K for the fiscal year ended March 31, 2008 File No. 0-21846
Dear Mr. Joyce: We have reviewed your filings and have the following comments. We have limited our review to only your financial statements and rela ted disclosures, and do not intend to expand our review to other portions of your documents. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. James A. Joyce Aethlon Medical Inc. March 5, 2009 Page 2 of 3 Form 10-KSB for March 31, 2008
Item 8.A. Controls and Procedures, page 35 1. We note your disclosure in Item 8.A. on page 35 that “our disclosure controls and procedures were effective in timely alerting management to the material information related to us (or our consolidated subsidiaries) required to be included in our periodic filings with the SEC.” The language that is currently included after the word "effective" in your disclosure appears to be superfluous, since the meaning of "disclosure controls and procedures" is established by Rule 13a-15(e) of the Exchange Act. Please remove the language in your future filings or revise the disclosure so that the language that appears after the word "effective" is substantially similar in all material respects to the language that appears in the entire two-sentence definition of "disclosure controls and procedures" set forth in Rule 13a-15(e).
Exhibit 31.1
2. We note that you omitted a portion of the introductory language in paragraph 4 of Item 601(b)(31) of Regulation S-B and that you omitted paragraph 4(b) of Item 601(b)(31) of Regulation S-B, both of which refer to intern al control over financial reporting. Please file an amendment to the Form 10-KSB to include certifications that include the required paragraphs. You may file abbreviated amendments to these documents that include a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. 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. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your 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 your amendment and responses to our comments.
Mr. James A. Joyce Aethlon Medical Inc. March 5, 2009 Page 3 of 3
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 the filing includes all information required under the Securities Exchange Act of 1934 and 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. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that the company is responsible for the adequacy and accuracy of the disclosure in the filing;
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
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. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in response to our comments on your filing. You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676, if you have questions regarding our comments. In our absence you may contact Martin F. James, Senior Assistant Chief Accountant at (202) 551-3671. Sincerely, B r i a n R . C a s c i o A c c o u n t i n g B r a n c h C h i e f
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
March 5, 2009
Via U S Mail and FAX [(858) 459-2738 ]
James A. Joyce, Chief Executive Officer Aethlon Medical Inc. 3030 Bunker Hill Street, Suite 4000 San Diego, California 92109
Re: Aethlon Medical Inc.
Form 10-K for the fiscal year ended March 31, 2008
File No. 0-21846
Dear Mr. Joyce:
We have reviewed your filings and have the following comments. We have limited our
review to only your financial statements and rela ted disclosures, and do not intend to expand our
review to other portions of your documents. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. James A. Joyce
Aethlon Medical Inc. March 5, 2009 Page 2 of 3
Form 10-KSB for March 31, 2008
Item 8.A. Controls and Procedures, page 35
1. We note your disclosure in Item 8.A. on page 35 that “our disclosure controls and
procedures were effective in timely alerting management to the material information related to us (or our consolidated subsidiaries) required to be included in our periodic filings with the SEC.” The language that is currently included after the word "effective"
in your disclosure appears to be superfluous, since the meaning of "disclosure controls and procedures" is established by Rule 13a-15(e) of the Exchange Act. Please remove the language in your future filings or revise the disclosure so that the language that appears after the word "effective" is substantially similar in all material respects to the language that appears in the entire two-sentence definition of "disclosure controls and procedures" set forth in Rule 13a-15(e).
Exhibit 31.1
2. We note that you omitted a portion of the introductory language in paragraph 4 of Item
601(b)(31) of Regulation S-B and that you omitted paragraph 4(b) of Item 601(b)(31) of Regulation S-B, both of which refer to intern al control over financial reporting. Please
file an amendment to the Form 10-KSB to include certifications that include the required paragraphs. You may file abbreviated amendments to these documents that include a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification.
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. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with
your 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 your amendment and responses to our comments.
Mr. James A. Joyce
Aethlon Medical Inc. March 5, 2009 Page 3 of 3
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 the filing includes all information required under the Securities Exchange Act of 1934 and 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. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
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
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.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676, if you have
questions regarding our comments. In our absence you may contact Martin F. James, Senior Assistant Chief Accountant at (202) 551-3671.
Sincerely,
B r i a n R . C a s c i o A c c o u n t i n g B r a n c h C h i e f