SEC Comment Letter for POWERHOUSE TECHNOLOGIES GROUP INC (CIK 0001006762) — Dec 17, 2004
POWERHOUSE TECHNOLOGIES GROUP INC (CIK 0001006762)
Date: Dec. 17, 2004 · CIK: 0001006762 · Accession: 0000000000-04-040579
AI Filing Summary & Sentiment
File numbers found in text: 333-118242
Letter
MAIL STOP 4-6 December 16, 2004 Jay Elliot Powerhouse Technologies Group, Inc. 2694 Bishop Drive, Suite 270 San Ramon, California 94583
Re: Powerhouse Technologies Group, Inc. Registration Statement on Form SB-2/A File No. 333-118242 Filed on December 8, 2004
Dear Mr. Elliot,
This is to advise you that we limited our review of the above captioned registration statement to the matters identified below and have the following comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or why revisions are unnecessary. Please be as detailed as necessary in your explanation. Please file a supplemental response. After reviewing this information, we may or may not raise additional comments.
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 welcome any questions you may have about our comments or on any other aspect of our review and look forward to working with you. Feel free to call us at the telephone numbers listed at the end of this letter.
Form SB-2
Risk Factors, page 5
Litigation Risks, page 9 1. We refer you to prior comment 7. Please revise the risk factor addressing the Proctor Litigation to include a descriptive subheading that specifically discloses the risk to investors. Also, to put the risk in context, please provide a brief description of the litigation, including an explanation of why the litigation may result in increased capital of the company and could deflate the market price of the common stock. Also, revise to expand your discussion regarding the potential "adverse impact" on your shareholders. For example, would an unsuccessful result in the proctor litigation result in a change in control or dilute the interest of shareholders? If so, please explain. Form 10-QSB/A for the Period Ended September 30, 2004
Item 3: Controls and Procedures, page 15 2. Please expand your disclosure to explain when the material weakness first occurred and when the material weakness was discovered. Since you disclosed that your controls and procedures were not effective for the period ended June 30, 2004, is the amended quarterly report for the period ended June 30, 2004 inconsistent with the disclosure that is provided in this quarterly report? 3. We note that you retained an outside form of accounting consultants to support and extend the capabilities of the internal staff. Please describe what these consultants did and how these actions supported and extended the capabilities of the internal staff. What capabilities and activities of the internal staff needed the enhancement of the consultants? Clarify whether the consultants were responsible for creating the comprehensive set of accounting procedures. What do you mean in referring to a "comprehensive set of financial procedures" and how do they differ from the procedures that were previously in place? Also, if applicable, disclose whether your audit committee was involved in establishing the accounting procedures, and if so, explain the audit committees` role. 4. You disclose that the "[c]ompany prepared a comprehensive set of accounting procedures in connection with assuring the timely, complete and accurate recording of all of its transactions and the preparation of and filing of its required reports under the Exchange Act." Please summarize the referenced accounting procedures and clarify whether the procedures have been implemented. Also, disclose the basis for your belief that these accounting procedures have corrected your material weaknesses. Closing Comments
Any requests for acceleration should be submitted after resolution of substantially all outstanding comments and should be provided approximately 48 hours before the desired time of effectiveness.
File a pre-effective amendment in response to these comments. Provide a cover letter keying your responses to the comments, and provide any requested supplemental information. If you believe complying with these comments is not appropriate, tell us why in your letter. We may have comments after reviewing your revised materials and your responses. Please contact Jeffrey B. Werbitt at (202) 942-1957 with any questions. If you need additional assistance, please contact the undersigned at (202) 942-1818 or Barbara C. Jacobs, Assistant Director, at (202) 942-1800.
Sincerely,
Mark P. Shuman
Branch Chief-Legal
Show Raw Text
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<TEXT>
MAIL STOP 4-6
December 16, 2004
Jay Elliot
Powerhouse Technologies Group, Inc.
2694 Bishop Drive, Suite 270
San Ramon, California 94583
Re: Powerhouse Technologies Group, Inc.
Registration Statement on Form SB-2/A
File No. 333-118242
Filed on December 8, 2004
Dear Mr. Elliot,
This is to advise you that we limited our review of the
above
captioned registration statement to the matters identified below
and
have the following comments. If you disagree, we will consider
your
explanation as to why our comments are inapplicable or why
revisions
are unnecessary. Please be as detailed as necessary in your
explanation. Please file a supplemental response. After
reviewing
this information, we may or may not raise additional comments.
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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Form SB-2
Risk Factors, page 5
Litigation Risks, page 9
1. We refer you to prior comment 7. Please revise the risk factor
addressing the Proctor Litigation to include a descriptive
subheading
that specifically discloses the risk to investors. Also, to put
the
risk in context, please provide a brief description of the
litigation, including an explanation of why the litigation may
result
in increased capital of the company and could deflate the market
price of the common stock. Also, revise to expand your discussion
regarding the potential "adverse impact" on your shareholders.
For
example, would an unsuccessful result in the proctor litigation
result in a change in control or dilute the interest of
shareholders?
If so, please explain.
Form 10-QSB/A for the Period Ended September 30, 2004
Item 3: Controls and Procedures, page 15
2. Please expand your disclosure to explain when the material
weakness first occurred and when the material weakness was
discovered. Since you disclosed that your controls and procedures
were not effective for the period ended June 30, 2004, is the
amended
quarterly report for the period ended June 30, 2004 inconsistent
with
the disclosure that is provided in this quarterly report?
3. We note that you retained an outside form of accounting
consultants to support and extend the capabilities of the internal
staff. Please describe what these consultants did and how these
actions supported and extended the capabilities of the internal
staff. What capabilities and activities of the internal staff
needed
the enhancement of the consultants? Clarify whether the
consultants
were responsible for creating the comprehensive set of accounting
procedures. What do you mean in referring to a "comprehensive set
of
financial procedures" and how do they differ from the procedures
that
were previously in place? Also, if applicable, disclose whether
your
audit committee was involved in establishing the accounting
procedures, and if so, explain the audit committees` role.
4. You disclose that the "[c]ompany prepared a comprehensive set
of
accounting procedures in connection with assuring the timely,
complete and accurate recording of all of its transactions and the
preparation of and filing of its required reports under the
Exchange
Act." Please summarize the referenced accounting procedures and
clarify whether the procedures have been implemented. Also,
disclose
the basis for your belief that these accounting procedures have
corrected your material weaknesses.
Closing Comments
Any requests for acceleration should be submitted after
resolution of substantially all outstanding comments and should be
provided approximately 48 hours before the desired time of
effectiveness.
File a pre-effective amendment in response to these comments.
Provide a cover letter keying your responses to the comments, and
provide any requested supplemental information. If you believe
complying with these comments is not appropriate, tell us
why in your letter. We may have comments after reviewing your
revised materials and your responses.
Please contact Jeffrey B. Werbitt at (202) 942-1957 with any
questions. If you need additional assistance, please contact the
undersigned at (202) 942-1818 or Barbara C. Jacobs, Assistant
Director, at (202) 942-1800.
Sincerely,
Mark P. Shuman
Branch Chief-Legal
cc: Via facsimile: (212) 504-6666
Gerald A. Eppner, Esquire
Cadwalader, Wickersham & Taft LLP
100 Maiden Lane
New York, New York
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Powerhouse Technologies Group, Inc.
Form SB-2/A
December 16, 2004
Page 1 of 3
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