SEC Comment Letter for BioCardia, Inc. (BCDA) (CIK 0000925741) (BCDA) — Feb 24, 2009
BioCardia, Inc. (BCDA) (CIK 0000925741)
Date: Feb. 24, 2009 · CIK: 0000925741 · Accession: 0000000000-09-009730
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21419
Referenced dates: December 23, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 February 24, 2009 VIA U.S. MAIL and FACSIMILE (818) 780-6677 Derrick Romine Chief Financial Officer Cardo Medical, Inc. 8899 Beverly Blvd., Suite 619 Los Angeles, CA 90048
Re: Form 10-K for the fiscal year ended June 30, 2008 Filed September 29, 2008 File No. 000-21419
Dear Mr. Romine:
We have reviewed your response dated January 30, 2009 and related filings and have the following comments. We have limited our review of your filing to the disclosures pertaining to the evaluation of your internal c ontrol over financial reporting. Specifically, we have reviewed your filing to determine if you conducted the evaluation of your internal control over financial repor ting, as required by Exchange Act Rules 13a- 15 and 15d-15, and provided an assessment and a conclusion as to th e effectiveness of your internal control over financial reporting, as required by Item 308T(a) of Regulations S-K. Where indicated, we think you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explanation as to why a revision is not necessary. Pl ease be as detailed as necessary in your explanation.
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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Romine Cardo Medical, Inc. February 24, 2009 Page 2 Form 10-K/A for the fiscal year ende d June 30, 2008 filed on February 2, 2009
Item 9A(T) Controls and Procedures, page 3
1. We note that in your amended 10-K your management has again concluded that disclosure controls and proce dures were effective as of th e end of the fiscal year. In our letter dated December 23, 2008, we asked you to consider whether management's failure to provide its re port on internal control over financial reporting impacts its conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of th e fiscal year. Please tell us the factors you considered and highlight for us those factors that supported your conclusion. In particular, please explain how you considered the definition of disclosure controls and procedures provi ded in Rule 13a-15(e), whic h indicates that effective controls and procedures would ensure that information required to be disclosed by the issuer is recorded, pro cessed, summarized and reported within the time periods specified in the Commission’s rules and forms. In addition, as discussed in Compliance and Disclosure Inte rpretation 115.02, which you can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file management's report on Internal Control over Financial Reporting rendered your annual report materially deficient and also rendered the company not timely or current in its Exchange Act Reporting. In light of these facts, please explain how you could conclude that disc losure controls and proce dures were effective. Alternatively, please further amend the 10-KSB to disclose management's revised conclusion on the effectiveness of your di sclosure controls and procedures, i.e., that DC&P were not effective as of the end of the fiscal year. 2. Please revise the language used in your disclosure concerning changes in your internal control over financial repor ting to indicate whether there was any change to your internal control over financial re porting that has materially affected, or that is reasonably likely to materially affect, your internal control over financial reporting, consistent with the languag e used in amended Item 308(c) of Regulation S-K. Exhibit 31.1, 31.2 and 32
3. Please revise to include the certifications of your chief executive officer and chief financial officer as a separate exhibit to your Form 10-K/A, as required by Item 601(b)(31) of Regulation S-K rather than within the 10-K/A document.
Mr. Romine Cardo Medical, Inc. February 24, 2009 Page 3 You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3671 if you have questions. Sincerely, Martin F. James Senior Assistant Chief Accountant
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
February 24, 2009
VIA U.S. MAIL and FACSIMILE (818) 780-6677
Derrick Romine Chief Financial Officer Cardo Medical, Inc. 8899 Beverly Blvd., Suite 619
Los Angeles, CA 90048
Re: Form 10-K for the fiscal year ended June 30, 2008
Filed September 29, 2008
File No. 000-21419
Dear Mr. Romine:
We have reviewed your response dated January 30, 2009 and related filings and
have the following comments. We have limited our review of your filing to the
disclosures pertaining to the evaluation of your internal c ontrol over financial reporting.
Specifically, we have reviewed your filing to determine if you conducted the evaluation of your internal control over financial repor ting, as required by Exchange Act Rules 13a-
15 and 15d-15, and provided an assessment and a conclusion as to th e effectiveness of
your internal control over financial reporting, as required by Item 308T(a) of Regulations
S-K. Where indicated, we think you should revise your document in response to these
comments, however, if you disagree, we would be pleased to consider your explanation
as to why a revision is not necessary. Pl ease be as detailed as necessary in your
explanation.
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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Romine
Cardo Medical, Inc.
February 24, 2009 Page 2 Form 10-K/A for the fiscal year ende d June 30, 2008 filed on February 2, 2009
Item 9A(T) Controls and Procedures, page 3
1. We note that in your amended 10-K your management has again concluded that
disclosure controls and proce dures were effective as of th e end of the fiscal year.
In our letter dated December 23, 2008, we asked you to consider whether
management's failure to provide its re port on internal control over financial
reporting impacts its conclusion regarding the effectiveness of your disclosure
controls and procedures as of the end of th e fiscal year. Please tell us the factors
you considered and highlight for us those factors that supported your conclusion.
In particular, please explain how you considered the definition of disclosure controls and procedures provi ded in Rule 13a-15(e), whic h indicates that effective
controls and procedures would ensure that information required to be disclosed by
the issuer is recorded, pro cessed, summarized and reported
within the time
periods specified in the Commission’s rules and forms. In addition, as discussed
in Compliance and Disclosure Inte rpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file
management's report on Internal Control over Financial Reporting rendered your annual report materially deficient and also rendered the company not timely or
current in its Exchange Act Reporting. In light of these facts, please explain how
you could conclude that disc losure controls and proce dures were effective.
Alternatively, please further amend the 10-KSB to disclose management's revised conclusion on the effectiveness of your di sclosure controls and procedures, i.e.,
that DC&P were not effective as of the end of the fiscal year.
2. Please revise the language used in your disclosure concerning changes in your internal control over financial repor ting to indicate whether there was any
change
to your internal control over financial re porting that has materially affected, or
that is reasonably likely to materially affect, your internal control over financial
reporting, consistent with the languag e used in amended Item 308(c) of
Regulation S-K.
Exhibit 31.1, 31.2 and 32
3. Please revise to include the certifications of your chief executive officer and chief
financial officer as a separate exhibit to your Form 10-K/A, as required by Item 601(b)(31) of Regulation S-K rather than within the 10-K/A document.
Mr. Romine
Cardo Medical, Inc. February 24, 2009 Page 3 You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3671 if you have questions.
Sincerely, Martin F. James Senior Assistant Chief Accountant