SEC Comment Letter for WIDEPOINT CORP (WYY) (CIK 0001034760) (WYY) — Jan 26, 2007
WIDEPOINT CORP (WYY) (CIK 0001034760)
Date: Jan. 26, 2007 · CIK: 0001034760 · Accession: 0000000000-07-004193
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33035
Letter
Room 4561 January 26, 2007 Mr. James T. McCubbin Vice President and Chief Financial Officer Widepoint Corporation One Lincoln Centre Oakbrook Terrace, IL 60181
Re: Widepoint Corporation Item 4.01 Form 8-K Filed January 24, 2007 File No. 001-33035
Dear Mr. McCubbin:
We have reviewed the above referenced filings and have the following comments. Where indicated, we think you should revise your document 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. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental 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 re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. We note in your disclosure that there were no disagreements with your former accountant during the fiscal year ended December 31, 2006. The disclosure should state whether during the registrant's two most recent fiscal years and any subsequent interim period through the date of dismissal (January 22, 2007) there were any disagreements with the former accountant on any matter of accounting principles or practices, financial stat ement disclosure, or auditing scope or procedure, which disagreement(s), if not re solved to the satisfaction of the former accountant, would have caused it to make reference to the su bject matter of the disagreement(s) in connection with its reports. Revise your 8-K to disclose whether there were any disagreements dur ing the fiscal year s ending December 31, 2006 and 2005 up through the date of dismissal (January 22, 2007). In the
James T. McCubbin Widepoint Corporation January 26, 2007 Page 2 event of disagreement(s) and/or repor table event(s), provide the specific disclosures required by Item 304(a)(1)(iv) of Regulation S-K. 2. We also note you engaged a new accountant on January 22, 2007 and that you did not consult with your new accountant duri ng the fiscal year ending December 31, 2006 and during the subsequent period prio r to engagement (January 22, 2007). Similar to the previous comment, revise your 8-K to disclose whether there were any consultations with your new accountants during the two most recent fiscal years ending December 31, 2006 and 2005 up through the date of engagement (January 22, 2007). 3. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an upda ted Exhibit 16 letter from the former accountants stating whether the accountant ag rees with the statements made in your revised Form 8-K.
General
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating 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 comment, 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 filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
As appropriate, please respond to these comm ents within five business days or tell us when you will respond. Please submit a ll correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. Please furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional
James T. McCubbin Widepoint Corporation January 26, 2007 Page 3 comments after reviewing your amendmen t and responses to our comments.
You may contact Patrick Gilmore, Staff Accountant, at (202) 551-3406 or Kathleen Collins, Accounting Branch Ch ief (202) 551-3730 if you have questions regarding these comments.
S i n c e r e l y ,
Patrick Gilmore S t a f f A c c o u n t a n t
Show Raw Text
Room 4561
January 26, 2007
Mr. James T. McCubbin
Vice President and Chief Financial Officer
Widepoint Corporation
One Lincoln Centre
Oakbrook Terrace, IL 60181
Re: Widepoint Corporation
Item 4.01 Form 8-K
Filed January 24, 2007
File No. 001-33035
Dear Mr. McCubbin:
We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your document 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. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with supplemental
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 re view 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. We note in your disclosure that there were no disagreements with your former accountant during the fiscal year ended December 31, 2006. The disclosure should state whether during the registrant's
two most recent fiscal years and any
subsequent interim period through the date of dismissal (January 22, 2007) there
were any disagreements with the former accountant on any matter of accounting principles or practices, financial stat ement disclosure, or auditing scope or
procedure, which disagreement(s), if not re solved to the satisfaction of the former
accountant, would have caused it to make reference to the su bject matter of the
disagreement(s) in connection with its reports. Revise your 8-K to disclose
whether there were any disagreements dur ing the fiscal year s ending December
31, 2006 and 2005 up through the date of dismissal (January 22, 2007). In the
James T. McCubbin
Widepoint Corporation
January 26, 2007 Page 2
event of disagreement(s) and/or repor table event(s), provide the specific
disclosures required by Item 304(a)(1)(iv) of Regulation S-K.
2. We also note you engaged a new accountant on January 22, 2007 and that you did not consult with your new accountant duri ng the fiscal year ending December 31,
2006 and during the subsequent period prio r to engagement (January 22, 2007).
Similar to the previous comment, revise your 8-K to disclose whether there were
any consultations with your new accountants during the two most recent fiscal
years ending December 31, 2006 and 2005 up through the date of engagement (January 22, 2007).
3. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an upda ted Exhibit 16 letter from the former
accountants stating whether the accountant ag rees with the statements made in
your revised Form 8-K.
General
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating 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 comment, 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
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
As appropriate, please respond to these comm ents within five business days or tell
us when you will respond. Please submit a ll correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T. Please furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional
James T. McCubbin
Widepoint Corporation
January 26, 2007 Page 3
comments after reviewing your amendmen t and responses to our comments.
You may contact Patrick Gilmore, Staff Accountant, at (202) 551-3406 or
Kathleen Collins, Accounting Branch Ch ief (202) 551-3730 if you have questions
regarding these comments.
S i n c e r e l y ,
Patrick Gilmore
S t a f f A c c o u n t a n t