SEC Company Response from WIRELESS XCESSORIES GROUP INC (CIK 0001005504) — May 2, 2005
WIRELESS XCESSORIES GROUP INC (CIK 0001005504)
Date: May 2, 2005 · CIK: 0001005504 · Accession: 0001072613-05-001031
AI Filing Summary & Sentiment
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April 30, 2005
Mr. Martin James
Senior Assistant Chief Accountant
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
Re: Wireless Xcessories Group, Inc.
Form 10-KSB for the year ended December 31, 2004
File No. 0-27996
Dear Mr. James:
Listed below are responses to your letter related to the above subject dated
April 1, 2005.
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
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QUESTION 1: IN FUTURE FILINGS, TO ELIMINATE INVESTOR CONFUSION, REVISE TO
CORRECTLY IDENTIFY AND LABEL THE ITEMS OF FORM 10-KSB.
Response:
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Noted and will correctly identify and label the items included in the Form
10-KSB.
CONSOLIDATED FINANCIAL STATEMENTS
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BALANCE SHEET
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QUESTION 2: IN FUTURE FILINGS REVISE THE BALANCE SHEET TO SEPARATELY PRESENT
ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS AS REQUIRED BY
PARAGRAPHS 46 AND 49 OF SFAS 144.
Response:
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Both Battery Network and Tauber Electronics were shut down several years ago
with the sell off and disposal of any remaining assets including trade names and
termination of lease obligations and termination of all employees. Both
Companies' are dormant with no activity, operations, or assets and the Company
maintains a provision in the amount of $36,000 classified as liabilities from
discontinued operations for any existing and possible claims resulting from the
above named operations. This provision will be carried until December 31, 2005.
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NOTE 1.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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QUESTION 3: WE NOTE THAT YOU RECOGNIZE REVENUE UPON SHIPMENT. PLEASE EXPAND
YOUR DISCLOSURE IN FUTURE FILINGS TO CLARIFY WHY SHIPMENT IS THE
APPROPRIATE POINT FOR REVENUE RECOGNITION. CONFIRM TO US THAT GOODS
ARE SHIPPED FOB SHIPPING POINT OR DISCLOSE HOW YOU RECOGNIZE
REVENUE FOR PRODUCTS NOT SHIPPED FOB SHIPPING POINT.
Response:
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Revenue is recognized at the point of shipment in accordance with our standard
shipping terms which is FOB Shipping point, which includes all groups of
products and services provided to our Customers. Any shipment not in accordance
with our standard shipping terms would recognize revenue at the point of
destination.
QUESTION 4: IN A SUPPLEMENTAL RESPONSE, PLEASE ADDRESS HOW YOU MEET THE
FOLLOWING CRITERIA OF SAB 104 PRIOR TO RECOGNIZING REVENUE:
(a) PERSUASIVE EVIDENCE OF AN ARRANGEMENT EXISTS:
Response:
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The Company requires a signed credit application from each
prospective Customer, which includes the Company's terms of sale
and outlines key Customer information required for qualifying and
verifying the account and setting payment terms, method and
establish credit lines. Certain larger Customers are subject to a
more formal written agreement outlining the pertinent terms of the
relationship.
(b) DELIVERY HAS OCCURRED OR SERVICES HAVE BEEN RENDERED
Response:
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The Company ships out its daily-completed orders predominately by
common carrier (UPS and FedEx) or on a customer designated carrier
and bills on fob shipping point terms. Daily reconciliation and
verification of orders shipped is performed by the billing
department and tracking numbers faxed to customers.
The Customer is billed on each order on a line item base for all
product and which would include any custom packaging service that
would be reflected in the agreed upon billing price of each
individual product number effected.
(c) THE SELLER'S PRICE TO THE BUYER IS FIXED OR DETERMINABLE, AND
Response:
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The Company sets pricing guidelines with floor and ceiling prices
and special pricing guidelines relating to high volume customers
such as Distributors for each of its individual product offerings
including product that may include customized packaging services.
Generally salespersons are required to keep within the guidelines
unless they get specific approval from management. Daily exception
reports are run on specific categories of product to assure pricing
integrity. All shipped orders will have a final price designated
for each line item shipped.
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(d) COLLECTIBILITY IS REASONABLY ASSURED
Response:
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The Company sets its initial per customer credit terms, limits and
payment terms based on a detail and comprehensive review and
verification of the initial Customer signed credit application to
assure the credit worthiness. Subsequent changes to established
credit terms are subject, but not limited to, customer growth,
payment history with us, customer financial statements, updated
credit application, and/or change to cod and/or credit card basis
and require the approval of the Credit Manager and/or CFO. The
Company vigorously pursues collection of past due balances through
a two person collection department and refers all non-routine
collection issues directly to the credit manager and/or CFO for a
higher level resolution.
Future filings will provide similar disclosures.
QUESTION 5. WE NOTE FROM PAGE 2 OF YOUR BUSINESS SECTION THAT YOU HAVE A
"VARIETY OF PRODUCT LINES" AND A WIDE ASSORTMENT OF VALUE ADDED
SERVICES" RELATING TO YOUR PRODUCTS. TELL US SUPPLEMENTARY AND
REVISE YOUR FUTURE FILINGS TO ADDRESS THE FOLLOWING:
(a) HOW DO YOU RECOGNIZE REVENUE FROM THE SALE OF EACH GROUP OF
SERVICES YOU PROVIDE TO CUSTOMERS.
Response:
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On all products and services including customized packaging (which
is inclusive of price billed for each individual item effected)
revenue is recognized when shipped in accordance with the
applicable shipping terms. Other value added services such as
Airtime carrier phone and accessories compatibility charts, E-Mail
blast management programs, sales training materials, and Private
label E-commerce websites that allow customers to offer full
product line to their end users are available to and/or utilized by
the entire Customer base and to prospective Customer prospects. In
store displays and posters are limited to higher volume of orders
of specific product and and no revenue is recognized when shipped
to a qualifying customer.
(b) HIGHLIGHT ANY DIFFERENCES IN THE TERMS AND TIMING OF DELIVERY
OF THE VARIOUS PRODUCTS AND SERVICES AND DISCLOSE HOW THESE IMPACT
THE TIMING OF REVENUE RECOGNITION.
Response:
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There is no difference in the terms and timing of delivery of the
various products and services outlined response 5(a) above
(c) IDENTIFY ANY SPECIAL ARRANGEMENTS WITH, OR RIGHTS PROVIDED TO,
YOUR CUSTOMERS, SUCH AS WARRANTIES, THE RIGHT OF RETURN, OR
CUSTOMER ACCEPTANCE, AND EXPLAIN HOW THEY IMPACT THE TIMING OF
REVENUE RECOGNITION.
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Response:
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We uniformly warrant most of our products from defects and provide
limited stock rotation rights on selected product within 60 days of
purchase by our Customers. The total percentage of Customer returns
including all categories of return is less than 2% of net sales.
The Company utilizes reserves and allowances to provide for these
exposures, which are netted against Accounts Receivable and related
charges income are applied to net sales
EMPLOYEE STOCK OPTIONS.
QUESTION 6. WE NOTE THE CROSS REFERENCE TO NOTE 5 FOR THE PRO FORMA EFFECT ON
NET INCOME (LOSS) PER SHARE DATA REQUIRED BY SFAS 123, PLEASE
REVISE ALL FUTURE FILINGS TO INCLUDE THE FULL RECONCILIATION IN THE
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NOTE. REFER TO PARAGRAPH
2(E) OF SFAS 148.
Response:
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Acknowledged and agreed, all future Company annual 10KSB and 10QSB
filings, whichever, the case may be will reflect the full
reconciliation in the Summary of Significant Accounting Policies
note.
ITEM 14 CONTROLS AND PROCEDURES-PAGE 19
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QUESTION 7. WE NOTE YOUR STATEMENT THAT CONTROLS AND PROCEDURES (NO MATTER HOW
WELL DESIGNED AND OPERATED, CAN PROVIDE ONLY REASONABLE ASSURANCE
OF ACHIEVING THE DESIRED CONTROL OBJECTIVES...." PLEASE REVISE TO
STATE CLEARLY, IF TRUE, THAT YOUR DISCLOSURE CONTROLS AND
PROCEDURES ARE DESIGNED TO PROVIDE REASONABLE ASSURANCE OF
ACHIEVING THEIR OBJECTIVES AND THAT YOUR PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER CONCLUDED THAT YOUR
DISCLOSURE CONTROLS AND PROCEDURES ARE EFFECTIVE AT THE REASONABLE
ASSURANCE LEVEL. IN THE ALTERNATIVE, REMOVE THE REFERENCE TO THE
LEVEL OF ASSURANCE OF YOUR DISCLOSURE CONTROLS AND PROCEDURES.
Response:
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See the following paragraph, which will replace the paragraph you
refer to above:
The term "disclosure controls and procedures" is defined in Rules
13a-15d-15e and 15d and 15e of the Securities Exchange Act of 1934,
as amended (the Exchange Act). This term refers to the controls and
procedures of a Company that are designed to ensure that
information required to be disclosed by a Company in the reports
that it files under the Exchange Act is recorded, processed,
summarized and reported within the required time periods. Our
principal executive officer and principal financial officer have
evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this annual
report. They have concluded that, as of December 31, 2004, our
disclosure controls and procedures were effective in ensuring that
required information will be disclosed on a timely basis in our
reports filed under the exchange act.
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QUESTION 8. WE NOTE YOUR DISCLOSURE THAT YOUR CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER HAVE COMPLETED HEIR EVALUATION OF YOUR DISCLOSURE
CONTROLS AND PROCEDURES AS OF FEBRUARY 15, 2005. PLEASE AMEND YOUR
FILING TO DISCLOSE MANAGEMENT'S CONCLUSION REGARDING THE
EFFECTIVENESS OF YOUR DISCLOSURE CONTROLS AND PROCEDURES AS OF THE
END OF THE PERIOD COVERED BY THE ANNUAL REPORT.
Response:
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See response to question #7 above, we would request that instead of
an amended filing that above statement would suffice to meet your
requirements.
QUESTION 9. YOUR DISCLOSURE OF CHANGES IN YOUR INTERNAL CONTROL OVER FINANCIAL
REPORTING STATES THAT "THERE HAVE NOT BEEN ANY SIGNIFICANT CHANGES
IN THE COMPANY'S INTERNAL CONTROL OR IN OTHER FACTORS THAT COULD
AFFECT THESE CONTROLS...." PLEASE REVISE THE LANGUAGE USED TO
INDICATE WHETHER THERE WAS ANY CHANGE TO YOUR INTERNAL CONTROL OVER
FINANCIAL REPORTING THAT HAS MATERIALLY AFFECTED, OR THAT IS
REASONABLY LIKELY TO MATERIALLY AFFECT, YOUR INTERNAL CONTROL OVER
FINANCIAL REPORTING, CONSISTENT WITH THE LANGUAGE USED IN AMENDED
ITEM 308(C) OF REGULATION S-B.
Response:
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In all future reports we will make comment if still true, "there
were no changes in the Company's internal control over financial
reporting that have come to managements attention during the
company's fourth quarter of 2004 that have materially affected, or
likely to materially affect, the Company's internal control over
financial reporting.
QUESTION 10. IN A RELATED MATTER, YOUR DISCLOSURE ALSO STATES THAT THERE NOT
BEEN ANY SIGNIFICANT CHANGES "SUBSEQUENT TO THE DATE OF THEIR
EVALUATION" WHICH WAS FEBRUARY 15, 2005. PLEASE REVIEW YOUR
DISCLOSURE CONCERNING CHANGES IN YOUR CONTROL OVER FINANCIAL
REPORTING TO ALSO INDICATE WHETHER THERE WAS ANY CHANGE IN YOUR
INTERNAL CONTROL OVER FINANCIAL REPORTING THAT OCCURRED DURING THE
FOURTH QUARTER OF 2004 THAT HAS MATERIALLY AFFECTED OR IS
REASONABLY LIKELY TO MATERIALLY AFFECT YOUR INTERNAL CONTROL OVER
FINANCIAL REPORTING.
Response:
---------
Please refer to responses to your questions #9 and #10, which
addresses the issue, raised in this question. Similar new language
will be used in each subsequent reporting period.
QUESTION 11. WE NOTE THAT THE CERTIFICATES FILED WERE NOT IN THE PROPER FORM.
THE REQUIRED CERTIFICATIONS MUST BE IN THE EXACT FORM PRESCRIBED;
THE WORDING OF THE REQUIRED CERTIFICATIONS MAY NOT BE CHANGED IN
ANY RESPECT, EXCEPT FOR THE MODIFICATIONS TEMPORARILY PERMITTED TO
BE MADE TO THE FOURTH PARAGRAPH OF THE CERTIFICATION PURSUANT TO
PART 111.E OF RELEASE NO. 8238. ACCORDINGLY, PLEASE FILE AN
AMENDMENT TO YOUR FORM 10-KSB THAT INCLUDES ALL REQUIRED ITEMS OF
THE FORM, ACCOMPANIED BY THE SIGNED CERTIFICATES OF YOUR CURRENT
CFO AND CEO. THESE CERTIFICATIONS SHOULD BE IN THE FORM CURRENTLY
SET FORTH IN ITEM 601(B) (31) OF REGULATION S-B
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Response:
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Form 10-KSB will be amended to reflect word for word certification
and all future filings will be stated properly.
In connection with responding to our comments, we are providing
below, a statement from Wireless Xcessories Group, Inc.
acknowledging that:
o the Company is responsible for the adequacy and accuracy of
the disclosure in the filings;
o staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not
foreclose the Commission from taking any action with respect
to the filing; and
o 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.
Please advise if you have any further questions.
Sincerely;
/s/ Ronald E. Badke
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Ronald E. Badke
Chief Financial Officer
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