SEC Company Response from A CONSULTING TEAM INC (CIK 0001040792) — Apr 15, 2005
A CONSULTING TEAM INC (CIK 0001040792)
Date: April 15, 2005 · CIK: 0001040792 · Accession: 0001125282-05-001994
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April 15, 2005
VIA EDGAR, FAX AND FEDERAL EXPRESS
Mr. Larry Spirgel
Assistant Director
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The A Consulting Team, Inc. Form 10-K for the fiscal year ended
December 31, 2004, filed March 25, 2005
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Dear Mr. Spirgel:
On behalf of our client, The A Consulting Team, Inc. ("Company"), we
are hereby responding to the letter from the Securities and Exchange Commission
("SEC") dated April 5, 2005 (the "Request Letter") related to its review of the
Company's Form 10-K for the fiscal year ended December 31, 2004, filed March 25,
2005 and request for certain information.
Set forth below are the Company's responses to the Request Letter. For
your convenience, we have restated the SEC's questions prior to each of our
responses.
1) We note that your chief executive officer and chief financial officer
have concluded that your disclosure controls and procedures were
"adequate and designed to ensure that material information relating to
us and our consolidated subsidiaries would be made known to us by
others within these entities." However, it is unclear whether your
certifying officers have concluded whether or not your disclosure
controls and procedures are effective. Supplementally confirm that both
officers concluded that your disclosure controls and procedures were
effective, and in future filings, please make clear whether they have
concluded that the Company's disclosure controls and procedures are
effective;
RESPONSE
The Company confirms that its Chief Executive Officer and Chief
Financial Officer, after evaluating the effectiveness of the Company's
"disclosure controls and procedures" (as defined in the Securities and
Exchange Act of 1934 Rules 13a-14(e) and 15d-15(e)) as of December 31,
2004, had concluded that its disclosure controls and procedures were
effective and designed to ensure that material information relating to
the Company and its consolidated subsidiaries would be made known to
the Company by others within those entities. The Company will make
clear in future filings whether its certifying officers have concluded
that the Company's disclosure controls and procedures are effective as
of the end of the periods covered by those filings.
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Mr. Larry Spirgel
April 15, 2005
Page 2
2) We note your statement that there "were no significant changes in the
Company's internal control over financial reporting that occurred
during our fourth fiscal quarter of 2004 that has materially affected
or is reasonably likely to materially affect our internal control over
financial reporting." Please supplementally confirm whether there were
any changes in your internal control over financial reporting
identified in connection with an evaluation that occurred during your
fourth quarter that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting.
Similarly revise in your future filings;
RESPONSE
The Company confirms that there were no changes in the Company's
internal control over financial reporting identified in connection with
an evaluation that occurred during the Company's fourth quarter that
has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting. The Company
will include similar disclosure in future filings.
3) In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that
o the company is responsible for the adequacy and accuracy of
the disclosure in the filings;
o 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
o 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;
RESPONSE
The Company acknowledges that (i) the Company is responsible for the
adequacy and accuracy of the disclosure in the filings, (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
filings, and (iii) the Company may not assert staff comments as a
defense in any proceedings initated by the Commission or any person
under the federal securities laws of the United States.
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Mr. Larry Spirgel
April 15, 2005
Page 3
Please contact the undersigned at (212) 506-5093 with any questions
regarding this letter. Thank you.
Sincerely,
/s/ Christopher M. Locke
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Christopher M. Locke
cc: The A Consulting Team, Inc.
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