SEC Company Response from CASH TECHNOLOGIES INC (CIK 0001022964) — May 9, 2005
CASH TECHNOLOGIES INC (CIK 0001022964)
Date: May 9, 2005 · CIK: 0001022964 · Accession: 0001144204-05-014522
AI Filing Summary & Sentiment
File numbers found in text: 000-24569
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Small Business Review 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Ms. Yolanda Crittendon & Mr. Jorge Bonilla Re: Cash Technologies, Inc. File 000-24569
Dear Ms. Crittendon & Mr. Bonilla:
Herewith are responses to the SEC’s comments, dated May 4, 2005, to our annual report on Form 10-KSB for the year ended May 31, 2004 and our quarterly reports on Form 10-QSB for the periods ended August 31, 2004 and November 30, 2004. For convenience, we have repeated the comments immediately above our responses and maintained the numbering used in the May 4 letter.
Comment #1 - We have read and considered your response to comment 4. We note that the pro forma information that you propose to include is for the quarter ended August 31, 2004. As previously requested, your November 30, 2004 Form 10-QSB should reflect pro-forma results of operation required by instruction (2)(iv) to Item 310(b) of regulation S-B for the periods ending November 30, 2004 and November 30, 2003. Also, given the significance of the acquisition, amend your February 28, 2005 Form 10-QSB as well to include pro forma results of operations for the periods ending February 28, 2005 and February 29, 2004.
Reply #1 - As previously communicated we will amend the 10-QSB dated November 30, 2004 and 10-QSB dated February 28, 2005 to add the pro-forma TOMCO financials per your request.
Comment #2 - Refer to note 10 to the financial statements of Tomco Auto Products, Inc. relating to the inventory valuation. Supplementally reconcile the significant difference between the value reported by Tomco in its financial statements and the value you allocated to this inventory in your purchase accounting.
Reply #2 - Tomco Auto Products reduced inventory to less than its carrying amount because it sold the inventory, and certain other assets and liabilities, to our TAP Holdings subsidiary for $2,500,000. However TAP acquired such assets at fair value per FAS 141, par 36; that is, finished goods inventory at estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity.
Please contact the undersigned if you have any further comments or questions or if we can otherwise assist the Staff in its review of this company’s filed reports.
Very
truly yours,
/S/
Edmund C.
King
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CORRESP
1
filename1.htm
May 6,
2005
Via Fax
and EDGAR
Mail Stop
04-09
Securities
and Exchange Commission
Division
of Corporate Finance
Office of
Small Business Review
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Attn: Ms.
Yolanda Crittendon & Mr. Jorge Bonilla
Re:
Cash
Technologies, Inc. File 000-24569
Dear Ms.
Crittendon & Mr. Bonilla:
Herewith
are responses to the SEC’s comments, dated May 4, 2005, to our annual report on
Form 10-KSB for the year ended May 31, 2004 and our quarterly reports on Form
10-QSB for the periods ended August 31, 2004 and November 30, 2004. For
convenience, we have repeated the comments immediately above our responses and
maintained the numbering used in the May 4 letter.
Comment
#1 - We
have read and considered your response to comment 4. We note that the pro forma
information that you propose to include is for the quarter ended August 31,
2004. As previously requested, your November 30, 2004 Form 10-QSB should reflect
pro-forma results of operation required by instruction (2)(iv) to Item 310(b) of
regulation S-B for the periods ending November 30, 2004 and November 30, 2003.
Also, given the significance of the acquisition, amend your February 28, 2005
Form 10-QSB as well to include pro forma results of operations for the periods
ending February 28, 2005 and February 29, 2004.
Reply
#1 - As
previously communicated we will amend the 10-QSB dated November 30, 2004 and
10-QSB dated February 28, 2005 to add the pro-forma TOMCO financials per your
request.
Comment
#2 - Refer
to note 10 to the financial statements of Tomco Auto Products, Inc. relating to
the inventory valuation. Supplementally reconcile the significant difference
between the value reported by Tomco in its financial statements and the value
you allocated to this inventory in your purchase accounting.
Reply
#2 - Tomco
Auto Products reduced inventory to less than its carrying amount because it sold
the inventory, and certain other assets and liabilities, to our TAP Holdings
subsidiary for $2,500,000. However TAP acquired such assets at fair value per
FAS 141, par 36; that is, finished goods inventory at estimated selling prices
less the sum of (a) costs of disposal and (b) a reasonable profit allowance for
the selling effort of the acquiring entity.
Please
contact the undersigned if you have any further comments or questions or if we
can otherwise assist the Staff in its review of this company’s filed reports.
Very
truly yours,
/S/
Edmund C.
King