SEC Comment Letter for ACE COMM CORP (CIK 0001017526) — Aug 12, 2005
ACE COMM CORP (CIK 0001017526)
Date: Aug. 12, 2005 · CIK: 0001017526 · Accession: 0000000000-05-041870
AI Filing Summary & Sentiment
File numbers found in text: 333-124351
Referenced dates: July 7, 2005, July 19, 2005
Letter
via U.S. mail Steven R. Delmar Chief Financial Officer ACE*COMM Corporation 704 Quince Orchard Road Gaithersburg, MD 20878 Form 10-K for the fiscal year ended 6/30/2004, as amended Forms 10-Q for the quarterly periods ended 9/30/2004, 12/31/2004 and 3/31/2005 File No. 0-21059
Re: ACE*COMM Corporation Supplemental Letters concerning Amendment No. 1 to Registration Statement on Form S-3 Submitted July 12, July 19 and July 20, 2005 File No. 333-124351
Dear Mr. Delmar:
We have reviewed your letters dated July 12, July 19 and July 20, 2005 collectively responding to our comment letter dated July 7, 2005. We have the following accounting comments. As conveyed to your counsel, Hogan & Hartson, on August 12, 2005, we continue to evaluate your response to our prior comment 1, and comments, if any, will be forthcoming shortly.
Form 10-K/A for the fiscal year ended June 30, 2004
Financial Statements
Consolidated Statements of Operations, page F-5
Prior Comment No. 4
1. We note your response to prior comment number 4 in which you indicate that you plan to comply with Rule 5-03(b) of Regulation S-X on a going forward basis. In light of this noncompliance, tell us whether your officers continue to believe that your disclosure controls and procedures were effective as of June 30, 2004. Also indicate how this has impacted the officers` assessment of disclosure controls and procedures as of June 30, 2005. Provide the basis for your conclusions. Note 12 - Mergers and Acquisitions, page F-17 Prior Comment No. 7
2. We note that in response to prior comment number 3 in your letter dated July 19, 2005 you indicate that you propose to amend your most recent Form 10-Q for the period ended March 31, 2005. In light of the fact that the Intasys acquisition occurred during the prior interim period presented in your Form 10-Q for the period ended March 31, 2005, tell us what consideration you have given to also including a discussion of IPR&D similar to the response to prior comment number 7 in your letter dated July 19, 2005.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3497 or Stephen Krikorian, Branch Chief - Accounting, at (202) 551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Perry Hindin, Staff Attorney, at (202) 551-3444 with any questions on any other matters. If you require further assistance, you may contact me at (202) 551- 3462 or Barbara C. Jacobs, Assistant Director at (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online
Services
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 12, 2005
via U.S. mail
Steven R. Delmar
Chief Financial Officer
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, MD 20878
Re: ACE*COMM Corporation
Supplemental Letters concerning Amendment No. 1 to Registration
Statement on Form S-3
Submitted July 12, July 19 and July 20, 2005
File No. 333-124351
Form 10-K for the fiscal year ended 6/30/2004, as amended
Forms 10-Q for the quarterly periods ended 9/30/2004,
12/31/2004
and 3/31/2005
File No. 0-21059
Dear Mr. Delmar:
We have reviewed your letters dated July 12, July 19 and July
20, 2005 collectively responding to our comment letter dated July
7,
2005. We have the following accounting comments. As conveyed to
your counsel, Hogan & Hartson, on August 12, 2005, we continue to
evaluate your response to our prior comment 1, and comments, if
any,
will be forthcoming shortly.
Form 10-K/A for the fiscal year ended June 30, 2004
Financial Statements
Consolidated Statements of Operations, page F-5
Prior Comment No. 4
1. We note your response to prior comment number 4 in which you
indicate that you plan to comply with Rule 5-03(b) of Regulation
S-X
on a going forward basis. In light of this noncompliance, tell us
whether your officers continue to believe that your disclosure
controls and procedures were effective as of June 30, 2004. Also
indicate how this has impacted the officers` assessment of
disclosure
controls and procedures as of June 30, 2005. Provide the basis
for
your conclusions.
Note 12 - Mergers and Acquisitions, page F-17
Prior Comment No. 7
2. We note that in response to prior comment number 3 in your
letter
dated July 19, 2005 you indicate that you propose to amend your
most
recent Form 10-Q for the period ended March 31, 2005. In light of
the fact that the Intasys acquisition occurred during the prior
interim period presented in your Form 10-Q for the period ended
March
31, 2005, tell us what consideration you have given to also
including
a discussion of IPR&D similar to the response to prior comment
number
7 in your letter dated July 19, 2005.
You may contact Morgan Youngwood, Staff Accountant, at (202)
551-3497 or Stephen Krikorian, Branch Chief - Accounting, at (202)
551-3488 if you have questions regarding comments on the financial
statements and related matters. Please contact Perry Hindin,
Staff
Attorney, at (202) 551-3444 with any questions on any other
matters.
If you require further assistance, you may contact me at (202)
551-
3462 or Barbara C. Jacobs, Assistant Director at (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online
Services
cc: P. Hindin
via facsimile
Steven Kaufman
Hogan & Hartson L.L.P.
(F) (202) 637-5910
Steven R. Delmar
ACE*COMM Corporation
August 12, 2005
page 1
</TEXT>
</DOCUMENT>