SEC Company Response from FTS GROUP, INC. (CIK 0001062663) — Jul 18, 2005
FTS GROUP, INC. (CIK 0001062663)
Date: July 18, 2005 · CIK: 0001062663 · Accession: 0001231742-05-000425
AI Filing Summary & Sentiment
File numbers found in text: 333-125958
Referenced dates: July 1, 2005
Letter
Delivered by electronic submission via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. H. Christopher Owings
Re: FTS Group, Inc. Registration Statement on Form SB-2 Filed June 17, 2005 File No. 333-125958 Form 10-KSB for Fiscal Year Ended December 31, 2004 Filed April 5, 2005 Form 10-QSB for Fiscal Quarter Ended March 31, 2005 Filed May 16, 2005 File No. 0-24829
Dear Mr. Owings:
I am securities counsel for FTS Group, Inc. (the "Company"). I enclose for filing the Company's amended Form 10-KSB for the fiscal year ended December 31, 2004 and amended Form 10-QSB for the fiscal quarter ended March 31, 2005.
The amended Form 10-KSB for the fiscal year ended December 31, 2004 and amended Form 10-QSB for the fiscal quarter ended March 31, 2005 contain revisions that have been made in response to comments received from the staff of the Securities and Exchange Commission (the "Staff") in their letter dated July 1, 2005.
Set forth below are the Company's responses to the Staff's comments. The numbering of the responses corresponds to the numbering of comments in the letter from the Staff.
Form 10-KSB for Fiscal Year Ended December 31, 2004 -----------------------------------------------------------
Controls and Procedures, page 25 ------------------------------------
Comment 1. We note your disclosure that your chief executive officer and chief financial officer concluded that your "[d]isclosure controls and procedures are currently effective but may not continue to be effective as the Company grows." Please expand your disclosure to specifically explain why your chief executive officer and chief financial officer concluded that your disclosure controls and procedures may not continue to be effective as you grow. Please describe the specific actions that you will or are taking to ensure that your disclosure controls and procedures remain effective. In this regard, we note your further disclosure, "Based on this evaluation, the Chief Executive Officer and Chief Financial Officer will accelerate plans to implement additional operating and financial reporting controls and procedures ." Please fully describe the additional operating and financial reporting controls and procedures to which you refer. We may have further comment upon review of your response.
Response 1. The Company has made the changes requested by the Staff.
Comment 2. We note your disclosure that your chief executive officer and chief financial officer seek to ensure that information in reports are "[r]ecorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms." As you have included a portion of the definition of disclosure controls and procedures in your disclosure, you must include the entire definition. As such, please revise to clarify, if true, that your disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. See Exchange Act Rule 13a-15(e).
Response 2. The Company has complied with the Staff's comment.
Exhibits 31.1 and 31.2 -------------------------
Comment 3. We note that you have replaced the term "small business issuer" with "registrant." Please revise, as the exact working of the certification provided in Item 601(b)(31) of Regulation S-B is required. Also, you have referred to the definitions of disclosure controls and procedures as set forth in Rules 13a-14 and 15d-14 instead of referring to Rules 13a-15 and 15d-15. Please revise the corresponding exhibits filed with your quarterly report for the fiscal year ended March 31, 2005 as well.
Response 3. The Company has complied with the Staff's comment.
Form 10-QSB for Fiscal Quarter Ended March 31, 2005 -----------------------------------------------------------
Comment 4. We note your disclosure that your chief executive officer and chief financial officer made their conclusions based on their evaluation performed "[w]ithin 90 days prior to the filing date of this report." Please, however, revise your disclosure to clearly indicate that the effectiveness conclusion is as of the end of the period covered by the report. See Item 307 of Regulation S-B.
Response 4. The Company has complied with the Staff's comment.
Comment 5. We note your disclosure that your chief executive officer and chief financial officer concluded that your disclosure controls and procedures were "[e]ffective in gathering, analyzing and disclosing information needed to satisfy [y]our disclosure obligations under the Exchange Act." Your disclosure does not appear to accurately reflect the definition of disclosure controls and procedures. Accordingly, please revise to clarify, if true, that your disclosure controls and procedures are designed to ensure that information required to be disclosed by FTS Group in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in our rules and forms. Please also revise to clarify, if true, that your disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. See Exchange Act Rule 13a-15(e).
Response 5. The Company has complied with the Staff's comment.
If you have further questions or comments, please contact us. We will cooperate in any way we can.
Regards,
/s/ Amy M. Trombly
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July 18, 2005
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Mr. H. Christopher Owings
Re: FTS Group, Inc.
Registration Statement on Form SB-2
Filed June 17, 2005
File No. 333-125958
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed April 5, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Filed May 16, 2005
File No. 0-24829
Dear Mr. Owings:
I am securities counsel for FTS Group, Inc. (the "Company"). I enclose for
filing the Company's amended Form 10-KSB for the fiscal year ended December 31,
2004 and amended Form 10-QSB for the fiscal quarter ended March 31, 2005.
The amended Form 10-KSB for the fiscal year ended December 31, 2004 and amended
Form 10-QSB for the fiscal quarter ended March 31, 2005 contain revisions that
have been made in response to comments received from the staff of the Securities
and Exchange Commission (the "Staff") in their letter dated July 1, 2005.
Set forth below are the Company's responses to the Staff's comments. The
numbering of the responses corresponds to the numbering of comments in the
letter from the Staff.
Form 10-KSB for Fiscal Year Ended December 31, 2004
-----------------------------------------------------------
Controls and Procedures, page 25
------------------------------------
Comment 1. We note your disclosure that your chief executive officer and
chief financial officer concluded that your "[d]isclosure controls and
procedures are currently effective but may not continue to be effective as the
Company grows." Please expand your disclosure to specifically explain why your
chief executive officer and chief financial officer concluded that your
disclosure controls and procedures may not continue to be effective as you grow.
Please describe the specific actions that you will or are taking to ensure that
your disclosure controls and procedures remain effective. In this regard, we
note your further disclosure, "Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer will accelerate plans to implement
additional operating and financial reporting controls and procedures ." Please
fully describe the additional operating and financial reporting controls and
procedures to which you refer. We may have further comment upon review of your
response.
Response 1. The Company has made the changes requested by the Staff.
Comment 2. We note your disclosure that your chief executive officer and
chief financial officer seek to ensure that information in reports are
"[r]ecorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms." As you have
included a portion of the definition of disclosure controls and procedures in
your disclosure, you must include the entire definition. As such, please revise
to clarify, if true, that your disclosure controls and procedures are also
designed to ensure that information required to be disclosed in the reports that
you file or submit under the Exchange Act is accumulated and communicated to
your management, including your chief executive officer and chief financial
officer, to allow timely decisions regarding required disclosure. See Exchange
Act Rule 13a-15(e).
Response 2. The Company has complied with the Staff's comment.
Exhibits 31.1 and 31.2
-------------------------
Comment 3. We note that you have replaced the term "small business issuer"
with "registrant." Please revise, as the exact working of the certification
provided in Item 601(b)(31) of Regulation S-B is required. Also, you have
referred to the definitions of disclosure controls and procedures as set forth
in Rules 13a-14 and 15d-14 instead of referring to Rules 13a-15 and 15d-15.
Please revise the corresponding exhibits filed with your quarterly report for
the fiscal year ended March 31, 2005 as well.
Response 3. The Company has complied with the Staff's comment.
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
-----------------------------------------------------------
Comment 4. We note your disclosure that your chief executive officer and
chief financial officer made their conclusions based on their evaluation
performed "[w]ithin 90 days prior to the filing date of this report." Please,
however, revise your disclosure to clearly indicate that the effectiveness
conclusion is as of the end of the period covered by the report. See Item 307
of Regulation S-B.
Response 4. The Company has complied with the Staff's comment.
Comment 5. We note your disclosure that your chief executive officer and
chief financial officer concluded that your disclosure controls and procedures
were "[e]ffective in gathering, analyzing and disclosing information needed to
satisfy [y]our disclosure obligations under the Exchange Act." Your disclosure
does not appear to accurately reflect the definition of disclosure controls and
procedures. Accordingly, please revise to clarify, if true, that your
disclosure controls and procedures are designed to ensure that information
required to be disclosed by FTS Group in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in our rules and forms. Please also revise to
clarify, if true, that your disclosure controls and procedures are also designed
to ensure that information required to be disclosed in the reports that you file
or submit under the Exchange Act is accumulated and communicated to your
management, including your chief executive officer and chief financial officer,
to allow timely decisions regarding required disclosure. See Exchange Act Rule
13a-15(e).
Response 5. The Company has complied with the Staff's comment.
If you have further questions or comments, please contact us. We will cooperate
in any way we can.
Regards,
/s/ Amy M. Trombly
Amy M. Trombly
Counsel for FTS Group, Inc.
cc: Scott Gallagher, FTS Group, Inc.
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