SEC Company Response from MENDOCINO BREWING CO INC (CIK 0000919134) — Aug 19, 2005
MENDOCINO BREWING CO INC (CIK 0000919134)
Date: Aug. 19, 2005 · CIK: 0000919134 · Accession: 0001188112-05-001521
AI Filing Summary & Sentiment
File numbers found in text: 001-13636
Referenced dates: August 2, 2005, July 7, 2005, July 7, 2005
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August 19, 2005
8712.008
VIA MAIL & FAX 202-772-9203
Mr. George F. Ohsiek, Jr.
Branch Chief
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MENDOCINO BREWING COMPANY, INC.
FORM 10-K FOR FISCAL YEAR ENDED
DECEMBER 31, 2004
FILED MAY 13, 2005
FORMS 10-Q FOR FISCAL QUARTER ENDED
FILE NO. 001-13636
Dear Mr. Ohsiek:
We have been asked by Mendocino Brewing Company, Inc. (the "Company") to
respond on its behalf to the items included in your letter of comment dated
August 2, 2005, which was sent following the Company's response to your original
letter of comments dated July 7, 2005.
As stated below, in response to your comments, the Company intends to
amend its Form 10-K for the year ended December 31, 2004, and will do within
fifteen (15) business days. If you have any questions or concerns, my office
line is 415-391-4800; please contact me at your convenience.
FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME, PAGE F-3
1. We read your response to comment 2 in our letter dated July 7, 2005.
Based on the additional information you provided, it appears to us that
the legal dispute settlement represents an operating expense, clearly
related to the transaction made during the ordinary course of your
operations. In particular we note that the expense relates to a dispute
you had with a distributor of your product and transacting with
distributors is a normal part of your continuing operations. Thus,
please tell us how you intend to revise your filing accordingly. To the
extent you
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Mr. George F. Ohsiek, Jr.
August 19, 2005
Page 2
revise your filing, please ensure that the amendment also incorporates
the revisions requested in comments 5 and 6 in our letter dated July 7,
2005.
As you have advised, the Company will amend its Form 10-K for the year
ended December 31, 2004. The amendment will be filed within fifteen (15)
business days following the date of this letter, and will reflect the
classification of the settlement of the legal dispute with the House of Daniels,
Inc., dba Golden Gate Distributing Company, as an operating item.
As requested in comment 5 of your letter dated July 7, 2005, the amended
filing will expand the Company's disclosures regarding its principal executive
and financial officers' conclusion as to the effectiveness of its disclosure
controls and procedures to ensure that it encompasses the entire definition of
disclosure controls and procedures set forth in Exchange Act Rules 13a-15(e) and
15d-15(e).
In addition, the amended filing will, as requested in comment 6 of your
letter, contain a statement that there were no changes in internal controls
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter
of 2004.
Sincerely,
Sara Finigan
Cc: Yashpal Singh
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