SEC Company Response from WIDEPOINT CORP (WYY) (CIK 0001034760) (WYY) — Jan 29, 2007
WIDEPOINT CORP (WYY) (CIK 0001034760)
Date: Jan. 29, 2007 · CIK: 0001034760 · Accession: 0000897069-07-000194
AI Filing Summary & Sentiment
File numbers found in text: 001-33035
Referenced dates: January 26, 2007
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CORRESP
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January 29, 2007
Mr. Patrick Gilmore
Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D. C. 20549
Re:
WidePoint Corporation
Item 4.01 Form 8-K
Filed January 24, 2007
File No. 001-33035
Dear Mr. Gilmore:
We
are writing in response to the Staff’s letter of comments, dated January 26, 2007,
regarding the Current Report on Form 8-K, filed January 24, 2007 (the “Form
8-K”), of WidePoint Corporation (the “Company”). Set forth below are the
comments contained in your letter and the Company’s responses thereto.
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 statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of the
former accountant, would have caused it to make reference to the subject matter
of the disagreement(s) in connection with its reports. Revise your 8-K to
disclose whether there were any disagreements during the fiscal years ending
December 31, 2006 and 2005 up through the date of dismissal (January 22, 2007).
In the event of disagreement(s) and/or reportable event(s), provide the specific
disclosures required by Item 304(a)(1)(iv) of Regulation S-K.
Response:
Per
our telephone conversation with you on January 26, 2007, the second paragraph of the Form
8-K has been revised to read as follows:
One Lincoln Centre
(p) 630.629.0003
Oakbrook Terrace, Illinois 60181
(f) 630.629.7559
www.widepoint.com
Mr. Patrick Gilmore
January 29, 2007
Page 2
“On
February 24, 2006, the Company engaged EWC as its independent registered public accounting
firm. From the date of engagement through January 22, 2007, there were no disagreements
(within the meaning of Item 304 of Regulation S-K) between the Company and EWC on any
matters of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of EWC, would have been
referred to in its report. EWC’s report on the Company’s financial statements
for the year ended December 31, 2005 did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope, or accounting
principles.”
2.
We also note you engaged a new accountant on January 22, 2007 and that you did
not consult with your new accountant during the fiscal year ending December 31,
2006 and during the subsequent period prior 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).
Response:
Per
our telephone conversation with you on January 26, 2007, the fifth paragraph of the Form
8-K has been revised to read as follows:
“During
the fiscal years ended December 31, 2005 and December 31, 2006 and during the subsequent
period prior to the engagement of Moss Adams as its new independent accounting firm, the
Company did not consult with Moss Adams regarding either (i) the application of accounting
principles to a specified transaction or the type of audit opinion that might be rendered
on the Company’s financial statements or (ii) any matter that was either the subject
of a disagreement or a reportable event (as defined in Item 304 of Regulation S-K).”
3.
To the extent that you make changes to the Form 8-K to comply with our comments,
please obtain and file an updated Exhibit 16 letter from the former accountants
stating whether the accountant agrees with the statements made in your revised
Form 8-K.
Response:
The
Company has obtained an updated Exhibit 16 letter from Epstein, Weber & Conover, PLC
stating that such firm agrees with the statements made in the Company’s Form 8-K/A
No. 1 (the “Amended Form 8-K”).
* * * * *
In
connection with the Company’s responses to the Commission’s comments set forth
above, the Company acknowledges that (i) the Company is responsible for the adequacy and
accuracy of the disclosure in the filing, (ii) 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 (iii) 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.
Mr. Patrick Gilmore
January 29, 2007
Page 3
Concurrently
with the delivery of this letter to the Commission the Company has filed the Amended Form
8-K, which sets forth the revisions described above. Please convey any comments or
questions you have regarding the above or the Amended Form 8-K to Arthur H. Bill of Foley
& Lardner LLP at 202-295-4003 or Thomas L. James of such firm at 202-295-4012.
Sincerely,
/s/ James T. McCubbin
James T. McCubbin
Vice President, Chief Financial
Officer, Treasurer and Secretary
cc: Arthur
H. Bill, Esq.