SEC Comment Letter for NextPlat Corp (NXPL) (CIK 0001058307) (NXPL) — Aug 11, 2011
NextPlat Corp (NXPL) (CIK 0001058307)
Date: Aug. 11, 2011 · CIK: 0001058307 · Accession: 0000000000-11-048703
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August 11, 2011 Via E-mail Daniel Bleak Chief Executive Officer Silver Horn Mining Ltd. 3266 W. Galveston Drive Apache Junction, Arizona 85120 Re: Silver Horn Mining Ltd. Form 10-K for the year ended December 31, 2010 Filed March 30, 2011 Form 10-Q for the quarter ended March 31, 2011 Filed May 20, 2011 File No. 0-25097 Dear Mr. Bleak: We have reviewed your filing and have the follo wing comments. In some of our comments, we may ask you to provide us with informati on so we may better understand your disclosure. Please respond to this letter within ten busine ss days by providing the requested information, or by advising us when you will provide the requested re sponse. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for the year ended December 31, 2010 Consolidated Statement of Cash Flows, page F-6 1. We note that your statement of cash flows starts with “loss from conti nuing operations”, rather than “net loss.” Please explain to us how this presentation is consistent with paragraph 230-10- 45-28 of the FASB ASC. Revise future filings as necessary. Note 6 – Stockholders’ Deficit, page F-17 2. We note that you have 3,000,000 shares of Series A Preferred Stock outsta nding. Please explain to us why these shares are properly classified as permanent equity. Explain to us the significant Daniel Bleak Silver Horn Mining Ltd. August 11, 2011 Page 2 terms and conditions of these shares, including, conversion rates, divide nd rates, liquidation preferences, etc. Revise your footnote disclosures accordingly. Note 9 – Income Taxes, page F-20 3. We note that as December 31, 2010 you had recorded $3.8 million of permanent tax differences. Please explain to us the significan t components of this balance. Revise your future filings to disclose the nature of your permanent differences. Form 10-Q for the quarter ended March 31, 2011 Note 7 – Subsequent Events, page 13 4. We note that effective April 25, 2011, you changed your name to “Silver Horn Mining Ltd.” and on April 26, 2011 you purchased certain mining claims from Can-Am Gold Corp. Please explain to us how you plan to account for your transactions with Can-Am Gold Corp. We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the filing to be certain that the fili ng includes the information the Secu rities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; staff comments or changes to disclosure in re sponse to staff comments do not foreclose the Commission from taking any action w ith respect to the filing; and 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. You may contact Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Reviewing Accountant at (202) 551-3616 if you have questions re garding comments on the financial statements and related matters. In this regar d, do not hesitate to contact me at (202) 551-3643 with any questions. Sincerely, /s/ Lynn Dicker Kevin L. Vaughn Accounting Branch Chief