SEC Comment Letter for SPEAKING ROSES INTERNATIONAL INC (CIK 0000884321) — Dec 9, 2005
SPEAKING ROSES INTERNATIONAL INC (CIK 0000884321)
Date: Dec. 9, 2005 · CIK: 0000884321 · Accession: 0000000000-05-061585
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 December 9, 2005 John W. Winterholler, CEO Speaking Roses International, Inc. 545 West 500 South, Suite 170 Bountiful, Utah 84010
Re: Speaking Roses International, Inc. Item 4.02 Form 8-K Filed November 25, 2005 Supplemental Response Filed December 7, 2005 File No. 0-22515
Dear Mr. Winterholler:
We have reviewed your filing and supplemental response to us and have the following comment. Where indicated, we think you should revise your document in response to this comment. 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.
Form 8-K Item 4.02
With respect to our previous comment 1, we note your response. We do not believe that you can apply EITF 98-5 to the transaction since at the time the notes were issued, they were not considered to be convertible instruments. Please revise your June 30, 2005 financial statements to reclassify the $449,871 in interest expense as a deemed distribution.
As appropriate, please amend your filing and respond to thos comment within five 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.
If you have any questions, please call Babette Cooper at (202) 551-3396.
Sincerely,
Babette Cooper
Staff Accountant
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
December 9, 2005
John W. Winterholler, CEO
Speaking Roses International, Inc.
545 West 500 South, Suite 170
Bountiful, Utah 84010
Re: Speaking Roses International, Inc.
Item 4.02 Form 8-K
Filed November 25, 2005
Supplemental Response
Filed December 7, 2005
File No. 0-22515
Dear Mr. Winterholler:
We have reviewed your filing and supplemental response to us
and have the following comment. Where indicated, we think you
should
revise your document in response to this comment. 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.
Form 8-K Item 4.02
With respect to our previous comment 1, we note your
response.
We do not believe that you can apply EITF 98-5 to the transaction
since at the time the notes were issued, they were not considered
to
be convertible instruments. Please revise your June 30, 2005
financial statements to reclassify the $449,871 in interest
expense
as a deemed distribution.
As appropriate, please amend your filing and respond to
thos
comment within five 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.
If you have any questions, please call Babette Cooper at
(202)
551-3396.
Sincerely,
Babette Cooper
Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306
DIVISION OF
CORPORATION FINANCE
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