SEC Company Response from SECURED DIGITAL APPLICATIONS INC (CIK 0000940516) — Dec 23, 2005
SECURED DIGITAL APPLICATIONS INC (CIK 0000940516)
Date: Dec. 23, 2005 · CIK: 0000940516 · Accession: 0001013762-05-001926
AI Filing Summary & Sentiment
File numbers found in text: 000-25658
Referenced dates: December 15, 2005
Letter
December 23, 2005 Mr. Larry M. Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission Washington D.C. 20549 United States of America Form 10-QSB for Fiscal Quarter Ended March 31, 2005 File No. 000-25658
Re: Secured Digital Applications, Inc. Form 10-KSB for Fiscal Year Ended December 31, 2004 Filed April 15, 2005
Dear Mr. Spirgel:
We refer to your most recent comment letter dated December 15, 2005. Our responses are set forth below.
1. Note 12: Convertible Term Notes -------------------------------
Management has determined to revise the Company's financial statements as may be appropriate to address the Commission's comments concerning the conversion feature on the convertible debt as an embedded derivative.
2. Note 13: Shareholders' Equity -----------------------------
Management has determined to revise the Company's financial statements as may be appropriate to address the Commission's comments concerning the classification of the preferred stock of our subsidiary as equity and the treatment of the conversion feature on the convertible debt as an embedded derivative.
3. Preferred stock of a subsidiary -------------------------------
Management has determined to revise the Company's financial statements as may be appropriate to address the Commission's comments concerning the classification of the preferred stock of our subsidiary as permanent equity.
4. Warrants --------
Management has determined to revise its financial statements as may be appropriate to address the Commission's comments concerning the classification of warrants and the associated fair valuation adjustments that may be required to earnings.
The evaluation of the accounting treatment requested by the Commission will be conducted promptly and any adjustments proposed by management will be presented to the Company's Audit Committee and the Board of Directors for their approval. We propose to complete the revision process by January 31, 2006 and will provide you with the specific revisions with a cover letter keyed to the comments in your December 15, 2005 letter. <PAGE> United States Securities and Exchange Commission December 23, 2005 Page 2
5. General -------
The Company acknowledges that:
o we are responsible for the adequacy and accuracy of the disclosure in the filings; o staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and o we 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.
Yours sincerely
/s/ Patrick S.H. Lim -------------------- Patrick S.H. Lim Chairman & CEO
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Secured Digital Applications, Inc.
11, Jalan 51A/223, 46100 Petaling Jaya , Selangor Malaysia
Phone: (603) 79554582 Fax (603) 79578310
URL: www.digitalapps.net
December 23, 2005
Mr. Larry M. Spirgel
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
Washington D.C. 20549
United States of America
Re: Secured Digital Applications, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed April 15, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
File No. 000-25658
Dear Mr. Spirgel:
We refer to your most recent comment letter dated December 15, 2005. Our
responses are set forth below.
1. Note 12: Convertible Term Notes
-------------------------------
Management has determined to revise the Company's financial statements as
may be appropriate to address the Commission's comments concerning the
conversion feature on the convertible debt as an embedded derivative.
2. Note 13: Shareholders' Equity
-----------------------------
Management has determined to revise the Company's financial statements as
may be appropriate to address the Commission's comments concerning the
classification of the preferred stock of our subsidiary as equity and the
treatment of the conversion feature on the convertible debt as an embedded
derivative.
3. Preferred stock of a subsidiary
-------------------------------
Management has determined to revise the Company's financial statements as
may be appropriate to address the Commission's comments concerning the
classification of the preferred stock of our subsidiary as permanent
equity.
4. Warrants
--------
Management has determined to revise its financial statements as may be
appropriate to address the Commission's comments concerning the
classification of warrants and the associated fair valuation adjustments
that may be required to earnings.
The evaluation of the accounting treatment requested by the Commission will
be conducted promptly and any adjustments proposed by management will be
presented to the Company's Audit Committee and the Board of Directors for their
approval. We propose to complete the revision process by January 31, 2006 and
will provide you with the specific revisions with a cover letter keyed to the
comments in your December 15, 2005 letter.
<PAGE>
United States Securities and Exchange Commission
December 23, 2005
Page 2
5. General
-------
The Company acknowledges that:
o we are responsible for the adequacy and accuracy of the disclosure in
the filings;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o we 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.
Yours sincerely
/s/ Patrick S.H. Lim
--------------------
Patrick S.H. Lim
Chairman & CEO
</TEXT>
</DOCUMENT>