SEC Comment Letter for NUWAVE TECHNOLOGIES INC (CIK 0001009802) — Aug 25, 2005
NUWAVE TECHNOLOGIES INC (CIK 0001009802)
Date: Aug. 25, 2005 · CIK: 0001009802 · Accession: 0000000000-05-044309
AI Filing Summary & Sentiment
File numbers found in text: 000-28606
Letter
August 24, Mail Stop 4561 George Kanakis 1416 Morris Avenue, Suite 207 Union, New Jersey 07083
Re: Nuwave Technologies, Inc. Form 10-KSB for the year ended December 31, 2004 Forms 10-QSB for the quarters ended June 30, 2005 File No. 000-28606
Dear Mr. Kanakis:
We have reviewed your above referenced filings and have the following comments. We have limited our review to only your financial statements and related disclosures and will make no further review of your documents. As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934.
Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us information so we may better understand your disclosure. 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 look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB
Item 8A - Controls and Procedures, pages A-22 - A23
1. We note your statement that the chief executive officer and chief financial officer have concluded that the Company`s disclosure controls and procedures did contain a material weakness. It remains unclear how you considered the identified material weakness in reaching the conclusion that your disclosure controls and procedures are effective. If true, you can state that your disclosure controls and procedures are effective including consideration of the identified matters, so long as you provide appropriate disclosure explaining how the disclosure controls and procedures were determined to be effective in light of the identified matters. Or, if true, you can state that given the identified matters, your disclosure controls and procedures are not effective. Please revise as appropriate.
2. We note your disclosure that "except as described above, there have been no significant changes in our internal controls..." You should state clearly, if correct, that there were changes in your internal control over financial reporting that occurred during this quarter that have materially affected or are reasonably likely to materially affect, your internal control over financial reporting.
Note 5 - Land Held for Development and Sale, pages
3. We note that you recognized a gain on the sale of land to a related party to Michael Kesselbrenner. Please explain to us the nature of the relationship between the buyer and Michael Kesselbrenner and provide us information that supports the following: * The sales price is reasonable and objectively supportable. * The buyer is independent and has economic substance. * You are not required to support the property sold.
* * * *
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the disclosure in the filings;
* 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
* 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.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Yolanda Crittendon, Staff Accountant, at (202) 551-3472 or the undersigned at (202) 551-3414 if you have questions.
Sincerely,
Jorge Bonilla
Senior Staff Accountant
Show Raw Text
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<TEXT>
August 24,
2005
Mail Stop 4561
George Kanakis
1416 Morris Avenue, Suite 207
Union, New Jersey 07083
Re: Nuwave Technologies, Inc.
Form 10-KSB for the year ended December 31, 2004
Forms 10-QSB for the quarters ended June 30, 2005
File No. 000-28606
Dear Mr. Kanakis:
We have reviewed your above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.
Where indicated, we think you should revise your documents
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us information
so
we may better understand your disclosure. 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 look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB
Item 8A - Controls and Procedures, pages A-22 - A23
1. We note your statement that the chief executive officer and
chief
financial officer have concluded that the Company`s disclosure
controls and procedures did contain a material weakness. It
remains
unclear how you considered the identified material weakness in
reaching the conclusion that your disclosure controls and
procedures
are effective. If true, you can state that your disclosure
controls
and procedures are effective including consideration of the
identified matters, so long as you provide appropriate disclosure
explaining how the disclosure controls and procedures were
determined
to be effective in light of the identified matters. Or, if true,
you
can state that given the identified matters, your disclosure
controls
and procedures are not effective. Please revise as appropriate.
2. We note your disclosure that "except as described above, there
have been no significant changes in our internal controls..." You
should state clearly, if correct, that there were changes in your
internal control over financial reporting that occurred during
this
quarter that have materially affected or are reasonably likely to
materially affect, your internal control over financial reporting.
Note 5 - Land Held for Development and Sale, pages
3. We note that you recognized a gain on the sale of land to a
related party to Michael Kesselbrenner. Please explain to us the
nature of the relationship between the buyer and Michael
Kesselbrenner and provide us information that supports the
following:
* The sales price is reasonable and objectively supportable.
* The buyer is independent and has economic substance.
* You are not required to support the property sold.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Yolanda Crittendon, Staff Accountant, at
(202)
551-3472 or the undersigned at (202) 551-3414 if you have
questions.
Sincerely,
Jorge Bonilla
Senior Staff Accountant
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George Kanakis
Nuwave Technologies, Inc.
August 24, 2005
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</DOCUMENT>