SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Company Response from ABLE ENERGY INC (CIK 0001065728) — Jul 12, 2005

ABLE ENERGY INC (CIK 0001065728)
Date: July 12, 2005 · CIK: 0001065728 · Accession: 0001188112-05-001314

AI Filing Summary & Sentiment

Date
June 24, 2005
Author
Not clearly detected
Form
CORRESP
Company
ABLE ENERGY INC (CIK 0001065728)

Letter

Website: www.ableenergy.com June 24, 2005 Mr. William Choi Securities Exchange Commission Division of Corporation Finance Washington, D.C. 20549

RE: FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30. 2004 ABLE ENERGY, INC., FILE NO. 1-15035

Dear Mr. Choi:

On behalf of Able Energy, Inc., ("Able" or the "Company"), we hereby respond to your letter to Mr. Christopher P. Westad of Able, dated June 2, 2005 and the facsimile transmittal of said letter from Ms. Yong Kim also dated June 2, 2005, regarding comments on the Company's Form 10-K for the fiscal year ended June 30, 2004 and Form 10-Q for the quarter ended March 31, 2005. Please note that on Friday, June 17, 2005, I contacted Ms. Kim to request an extension of time to respond to your letter. Ms. Kim granted a short extension of the Company's time to respond. Please find herein below the Company's responses to the questions set forth in your June 2, 2005 letter.

For your convenience, we have incorporated into this response letter your original requests and the Company's responses in italics, as follows:

GENERAL

1. Unless otherwise indicated, where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, as applicable.

REVISIONS WILL BE INCLUDED IN FUTURE FILINGS OF ABLE ENERGY, INC. AS APPLICABLE.

<PAGE>

2. Please include "Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure" in your Form 10-K. Refer to the Form 10-K Official Text and Item 304(b) of Regulation S-K. Tell us if there were any such changes or disagreements during this past fiscal year.

THERE WERE NO CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS DURING THE PAST FISCAL YEAR. THIS SECTION WILL BE INCLUDED IN FUTURE FILINGS AS "ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE".

3. Please include "Item 9B. Other Information: as required by SEC Release No. 33-8400 which was effective on August 23, 2004. Also refer to the Form 10-K Official Text.

"ITEM 9B. OTHER INFORMATION" WILL BE INCLUDED IN FUTURE FILINGS.

4. Please include all the information required by Item 9(e) of Schedule 14A in "Item 14. Principal Accountant Fees and Services" which was added by Release No. 33-8183. The new disclosure requirements were effective for annual reports for the first fiscal year ending after December 15, 2003. If you choose to incorporate this information by reference to your definitive proxy statement, please follow the procedures in paragraph G of the General Instructions to the Form-K Official Text.

ALL INFORMATION REQUIRED BY ITEM 9(E) OF SCHEDULE 14A IN "ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES" WILL BE INCLUDED IN ALL FUTURE FORM 10-K FILINGS. THE AMOUNTS FOR THE YEAR ENDED JUNE 30, 2004 WERE AS FOLLOWS:

AUDIT FEES $88,549 AUDIT RELATED FEES 42,901 TAX FEES 10,370 ALL OTHER FEES 0.00 -------- $141,820 ========

COVER PAGE

5. Please revise to state the aggregate market value of voting and non-voting common equity held by non-affiliates as of the last business day of your most recently completed SECOND fiscal quarter.

THE AGGREGATE MARKET VALUE OF THE COMMON EQUITY HELD BY NON-AFFILIATES AS OF THE END OF THE FISCAL QUARTER FOR THE YEAR ENDED JUNE 30, 2004 IS AS OF DECEMBER 31, 2003, $2,549,632, AND AS OF THE MOST RECENT SECOND FISCAL QUARTER, DECEMBER 31, 2004, THE VALUE IS $2,788,660.

SELECTED FINANCIAL DATA, PAGE 14

6. Please properly label this Item 6 as "Selected Financial Data"

THIS ITEM WILL BE PROPERLY LABELED IN FUTURE FILINGS.

<PAGE>

7. In accordance with Item 301 of Regulation S-K, present the required selected financial data for the last FIVE fiscal years.

THE SELECTED FINANCIAL DATA WAS PREPARED FOR THREE YEARS. IN FUTURE FILINGS IT WILL BE PREPARED FOR THE PRIOR FIVE FISCAL YEARS.

8. Since you have reported discontinued operations in your statements of income (loss), please clearly indicate that your net income (loss) and net income (loss) per share if from continuing operations. Additionally, please clearly indicate whether your net income (loss) per share is presented on a basic or diluted basis. Refer to Item 301 of Regulation S-K.

THE SCHEDULE ATTACHED, SELECTED FINANCIAL DATA, STATES THAT IT IS THE RESULTS OF OPERATIONS FOR CONTINUING OPERATIONS AND SUCH INDICATION WILL BE MADE IN FUTURE FILINGS. THE NET INCOME (LOSS) PER SHARE IS PRESENTED ON A BASIC BASIS.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION PAGE 15

GENERAL

9. As required by Item 303 of Regulation S-K, please revise to include tabular disclosure of contractual obligations. In addition to the specific items required by Item 303 of Regulation S-K, please include either in the table or in a footnote to the table, estimated interest payments of your debt, commitments and any additional information that is material to understanding your cash requirements. We believe this information provides increased transparency of your cash flows. Additionally, to the extent you have any off-balance sheet arrangements, please disclose them in a separately captioned section within Managements' Discussion and Analysis (MD&A).

IN REVIEW OF ITEM 303 OF REGULATION S-K, WE WILL INCLUDE THE REQUIRED DISCLOSURE IN FUTURE FILINGS. AS OF THE LATEST FILING, ALL ENTITIES ARE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT AND THERE ARE NO OFF-BALANCE SHEET ARRANGEMENTS AT THIS TIME, AND SHOULD ANY ARISE IN THE FUTURE, THEY WILL BE DISCLOSED ACCORDINGLY.

10. Please revise to include a discussion of your critical accounting estimates. Ensure that your discussion focuses on the level of subjectivity and judgment involved in the application of your accounting policies and the likelihood that materially different amounts would be reported under different conditions or if using different assumptions. Additionally, disclosure whether you have discussed your critical accounting estimates with your audit committee.

WE WILL REVISE THE FORMAT OF OUR MD&A TO EXPAND OUR DISCUSSION REGARDING OUR CRITICAL ACCOUNTING POLICIES AND WHETHER WE HAVE DISCUSSED CRITICAL ACCOUNTING ESTIMATES WITH OUR AUDIT COMMITTEE.

<PAGE>

11. With a view towards enhancing your disclosure, please review SEC Release No. 33-8350 and revise your MD&A to provide a more thoughtful, qualitative discussion regarding the quality of, and potential variability of your earnings and cash flows so that readers can ascertain the likelihood that past performance. Following are some specific revisions you should consider:

o Consider starting your MD&A with an executive-level overview section that provides context for the remainder of the discussion. o Identify and discuss key performance indicators that are used to manage the business and would be material to investors. o Expand your discussion of the changes in financial statement line items to indicate whether the changes represent trends to continue into the future.

WE HAVE REVIEWED SEC RELEASE NO. 33-8350 AND WILL BE GUIDED BY THE RECOMMENDATIONS THAT ARE CONTAINED THEREIN. AS SUGGESTED IN THE RELEASE, WE WILL UPON OUR NEXT FILING (FORM 10-K FOR THE YEAR ENDING JUNE 30, 2005), TAKE A REVISED APPROACH TO OUR MD&A BEGINNING WITH AN INTRODUCTORY OVERVIEW IN ORDER TO FACILITATE THE READER'S OVERALL UNDERSTANDING OF OUR COMPANY'S EXECUTIVE LEVEL PRESENTATION THROUGH THE EYES OF MANAGEMENT.

RESULTS OF OPERATIONS, PAGE 15

YEAR ENDED JUNE 30, 2004; COMPARED TO THE YEAR ENDED JUNE 30, 2003, PAGE 15

12. To the extent material to understanding your results of operations, please expand your disclosure to include discussions of significant statement of income line items such as depreciation and amortization expense, the components of your other income (expense), provision for income taxes and gains and losses from your discontinued operations. Refer to the instructions to Item 303 (A) of Regulation S-K.

IN FUTURE FILINGS, OUR MD&A DISCLOSURE WILL REVIEW ALL ITEMS FOR MATERIALITY IN OUR COMPARISON OF YEAR-TO-YEAR RESULTS, AND COMMENT ACCORDINGLY FOR ENHANCED READER UNDERSTANDING.

13. When discussing selling, general and administrative expenses (SG&A) please consider indicating the total year-to-year dollar and percentage increase in addition to presenting SG&A as a percentage of sales. Furthermore, please quantify the extent to which each factor listed contributed to the overall change.

IN DISCUSSIONS OF SG&A (SELLING, GENERAL AND ADMINISTRATIVE EXPENSES), WE WILL COMMENT ON DOLLAR AND PERCENT CHANGES IN EACH OF THE MAJOR CATEGORIES AND INCLUDE COMMENTS ON THE FACTORS THAT HAD AN IMPACT ON THE CHANGES.

LIQUIDITY AND CAPITAL RESOURCES, PAGE 18

14. Please expand your discussion to include any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in liquidity. Additionally describe your

<PAGE>

internal and external sources of liquidity as well as any material unused sources of liquid assets. Furthermore, with respect to capital resources, please disclose any material commitments for capital expenditures as of the end of the latest fiscal period and indicate the general purpose and anticipated source to fulfill the commitments. Refer to Item 303 of Regulation S-K.

WE WILL HAVE DISCLOSURE IN OUR FUTURE FILINGS TO INCLUDE A DISCUSSION OF OUR NEW FINANCING AGREEMENTS AND THEIR IMPACT ON FUTURE INTEREST EXPENSE RESULTS. WE WILL EXPAND OUR DISCUSSION RELATIVE TO ANY INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY IN THE MD&A SECTION OF FUTURE FILINGS.

FINANCIAL STATEMENTS

GENERAL

15. Please provide Schedule II - Valuation and Qualifying Accounts for the activity in your allowance for doubtful accounts. Alternatively, you may provide such disclosure in the notes to the financial statements or in MD&A. See Rules 5-04 and 12-09 of Regulation S-X.

ATTACHED IS A SCHEDULE OF THE VALUATION AND QUALIFYING ACCOUNTS FOR THE ACTIVITY IN THE ALLOWANCE FOR DOUBTFUL ACCOUNTS.

16. Please present selected quarterly financial data as required by Item 302(a) of Regulation S-K.

WE WILL INCLUDE SELECTED QUARTERLY FINANCIAL DATA IN FUTURE FILINGS.

CONSOLIDATED BALANCE SHEET, PAGE F-3

17. Either revise your balance sheet to reclassify your due from officer line item as a contra-equity account or tell us why you believe it is properly reflected as an asset. Generally, loans made to management or principle owners are reflected as a contra-equity account unless repaid by such persons before the financial statements are issued and filed.

WE WILL SHOW THIS ON OUR FUTURE FILINGS, AS A CONTRA-EQUITY ACCOUNT WHERE THE AMOUNT OWED FROM OFFICERS HAS NOT BEEN PAID BEFORE THE FINANCIAL STATEMENTS ARE ISSUED.

CONSOLIDATED STATEMENT OF INCOME, PAGE F-5

18. We note in your business that you consider service and installation services to be an integral part of your business. To the extent that these services and/or franchise revenues account for more than 10% of net sales, please break them out separately on the face of your statements of income. Similarly, present the related costs of sales in a similar manner. Refer to Rule 5-03 of Regulation S-X.

<PAGE>

WE WILL CALCULATE THE PERCENTAGE OF SALES RELATED TO SERVICE AND INSTALLATION AND ALSO, THE COST RELATED THERETO, AND IF THESE AND/OR FRANCHISE REVENUES ACCOUNT FOR MORE THAN 10% OF NET SALES, THEY WILL BE BROKEN DOWN ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2005 AND FOR EACH OF THE FISCAL YEARS PRESENTED.

19. Please correct the 2003 weighted average number of common shares outstanding and the weighted average number of common shares outstanding assuming dilution. It appears that you have reversed the numbers of these line items.

WE HAVE REVIEWED THIS QUESTION WITH REGARD TO THE 2003 WEIGHTED AVERAGE SHARES AND WE BELIEVE THAT THE NUMBERS ARE CORRECT AS PRESENTED, AS SHARES WITH DILUTION ARE THE GREATER NUMBER OF SHARES.

CONSOLIDATED STATEMENT OF CASH FLOWS, PAGE F-7

20. Please reclassify your insurance proceeds as cash flows from investing activities or tell us why you believe your current classification is appropriate. Refer to footnote 5 to paragraph 16 of SFAS 95 as amended by SFAS 145.

FOR THE FISCAL YEAR ENDED JUNE 30, 2005, THE INSURANCE PROCEEDS FROM CASH FLOWS WILL BE RECLASSIFIED AND SHOWN AS INVESTMENT ACTIVITIES AND NOT OPERATING ACTIVITIES.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

21. Please disclose the types of expenses that you include in the cost of sales line item and the types of expenses that you include in the selling, general and administrative expenses line item. In doing so, please disclose specifically whether you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and the other costs of your distribution network in cost of sales. If you currently exclude a significant portion of these costs from cost of sales, please provide cautionary disclosure in MD&A that your gross margins may not be comparable to others, since some entities include the costs related to their distribution network in cost of sales and other like you

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                                          FULL SERVICE ENERGY COMPANY

                              --------------------------------------------------
   [LOGO] Able Energy
                               PO Box 630    Rockaway, NJ 07866   (973) 625-1012
Heating Oil * Diesel * HVAC                   Fax (973 586-9866

                                        Website: www.ableenergy.com

                                                                   June 24, 2005

Mr. William Choi
Securities Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

                      RE: FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30. 2004
                      ABLE ENERGY, INC., FILE NO. 1-15035

Dear Mr. Choi:

     On behalf of Able Energy, Inc., ("Able" or the "Company"), we hereby
respond to your letter to Mr. Christopher P. Westad of Able, dated June 2, 2005
and the facsimile transmittal of said letter from Ms. Yong Kim also dated June
2, 2005, regarding comments on the Company's Form 10-K for the fiscal year ended
June 30, 2004 and Form 10-Q for the quarter ended March 31, 2005. Please note
that on Friday, June 17, 2005, I contacted Ms. Kim to request an extension of
time to respond to your letter. Ms. Kim granted a short extension of the
Company's time to respond. Please find herein below the Company's responses to
the questions set forth in your June 2, 2005 letter.

For your convenience, we have incorporated into this response letter your
original requests and the Company's responses in italics, as follows:

GENERAL

   1.     Unless otherwise indicated, where a comment below requests additional
          disclosures or other revisions to be made, these revisions should be
          included in your future filings, as applicable.

          REVISIONS WILL BE INCLUDED IN FUTURE FILINGS OF ABLE ENERGY, INC. AS
          APPLICABLE.

<PAGE>

   2.     Please include "Item 9. Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure" in your Form 10-K. Refer to
          the Form 10-K Official Text and Item 304(b) of Regulation S-K. Tell us
          if there were any such changes or disagreements during this past
          fiscal year.

          THERE WERE NO CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS DURING THE
          PAST FISCAL YEAR. THIS SECTION WILL BE INCLUDED IN FUTURE FILINGS AS
          "ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE".

   3.     Please include "Item 9B. Other Information: as required by SEC Release
          No. 33-8400 which was effective on August 23, 2004. Also refer to the
          Form 10-K Official Text.

          "ITEM 9B. OTHER INFORMATION" WILL BE INCLUDED IN FUTURE FILINGS.

   4.     Please include all the information required by Item 9(e) of Schedule
          14A in "Item 14. Principal Accountant Fees and Services" which was
          added by Release No. 33-8183. The new disclosure requirements were
          effective for annual reports for the first fiscal year ending after
          December 15, 2003. If you choose to incorporate this information by
          reference to your definitive proxy statement, please follow the
          procedures in paragraph G of the General Instructions to the Form-K
          Official Text.

          ALL INFORMATION REQUIRED BY ITEM 9(E) OF SCHEDULE 14A IN "ITEM 14.
          PRINCIPAL ACCOUNTANT FEES AND SERVICES" WILL BE INCLUDED IN ALL FUTURE
          FORM 10-K FILINGS. THE AMOUNTS FOR THE YEAR ENDED JUNE 30, 2004 WERE
          AS FOLLOWS:

                  AUDIT FEES                     $88,549
                  AUDIT RELATED FEES              42,901
                  TAX FEES                        10,370
                  ALL OTHER FEES                    0.00
                                                --------
                                                $141,820
                                                ========

COVER PAGE

   5.     Please revise to state the aggregate market value of voting and
          non-voting common equity held by non-affiliates as of the last
          business day of your most recently completed SECOND fiscal quarter.

          THE AGGREGATE MARKET VALUE OF THE COMMON EQUITY HELD BY NON-AFFILIATES
          AS OF THE END OF THE FISCAL QUARTER FOR THE YEAR ENDED JUNE 30, 2004
          IS AS OF DECEMBER 31, 2003, $2,549,632, AND AS OF THE MOST RECENT
          SECOND FISCAL QUARTER, DECEMBER 31, 2004, THE VALUE IS $2,788,660.

SELECTED FINANCIAL DATA, PAGE 14

   6.     Please properly label this Item 6 as "Selected Financial Data"

          THIS ITEM WILL BE PROPERLY LABELED IN FUTURE FILINGS.

<PAGE>

   7.     In accordance with Item 301 of Regulation S-K, present the required
          selected financial data for the last FIVE fiscal years.

          THE SELECTED FINANCIAL DATA WAS PREPARED FOR THREE YEARS. IN FUTURE
          FILINGS IT WILL BE PREPARED FOR THE PRIOR FIVE FISCAL YEARS.

   8.     Since you have reported discontinued operations in your statements of
          income (loss), please clearly indicate that your net income (loss) and
          net income (loss) per share if from continuing operations.
          Additionally, please clearly indicate whether your net income (loss)
          per share is presented on a basic or diluted basis. Refer to Item 301
          of Regulation S-K.

          THE SCHEDULE ATTACHED, SELECTED FINANCIAL DATA, STATES THAT IT IS THE
          RESULTS OF OPERATIONS FOR CONTINUING OPERATIONS AND SUCH INDICATION
          WILL BE MADE IN FUTURE FILINGS. THE NET INCOME (LOSS) PER SHARE IS
          PRESENTED ON A BASIC BASIS.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION PAGE 15

GENERAL

   9.     As required by Item 303 of Regulation S-K, please revise to include
          tabular disclosure of contractual obligations. In addition to the
          specific items required by Item 303 of Regulation S-K, please include
          either in the table or in a footnote to the table, estimated interest
          payments of your debt, commitments and any additional information that
          is material to understanding your cash requirements. We believe this
          information provides increased transparency of your cash flows.
          Additionally, to the extent you have any off-balance sheet
          arrangements, please disclose them in a separately captioned section
          within Managements' Discussion and Analysis (MD&A).

          IN REVIEW OF ITEM 303 OF REGULATION S-K, WE WILL INCLUDE THE REQUIRED
          DISCLOSURE IN FUTURE FILINGS. AS OF THE LATEST FILING, ALL ENTITIES
          ARE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT AND THERE ARE NO
          OFF-BALANCE SHEET ARRANGEMENTS AT THIS TIME, AND SHOULD ANY ARISE IN
          THE FUTURE, THEY WILL BE DISCLOSED ACCORDINGLY.

   10.    Please revise to include a discussion of your critical accounting
          estimates. Ensure that your discussion focuses on the level of
          subjectivity and judgment involved in the application of your
          accounting policies and the likelihood that materially different
          amounts would be reported under different conditions or if using
          different assumptions. Additionally, disclosure whether you have
          discussed your critical accounting estimates with your audit
          committee.

          WE WILL REVISE THE FORMAT OF OUR MD&A TO EXPAND OUR DISCUSSION
          REGARDING OUR CRITICAL ACCOUNTING POLICIES AND WHETHER WE HAVE
          DISCUSSED CRITICAL ACCOUNTING ESTIMATES WITH OUR AUDIT COMMITTEE.

<PAGE>

   11.    With a view towards enhancing your disclosure, please review SEC
          Release No. 33-8350 and revise your MD&A to provide a more thoughtful,
          qualitative discussion regarding the quality of, and potential
          variability of your earnings and cash flows so that readers can
          ascertain the likelihood that past performance. Following are some
          specific revisions you should consider:

               o    Consider starting your MD&A with an executive-level overview
                    section that provides context for the remainder of the
                    discussion.
               o    Identify and discuss key performance indicators that are
                    used to manage the business and would be material to
                    investors.
               o    Expand your discussion of the changes in financial statement
                    line items to indicate whether the changes represent trends
                    to continue into the future.

          WE HAVE REVIEWED SEC RELEASE NO. 33-8350 AND WILL BE GUIDED BY THE
          RECOMMENDATIONS THAT ARE CONTAINED THEREIN. AS SUGGESTED IN THE
          RELEASE, WE WILL UPON OUR NEXT FILING (FORM 10-K FOR THE YEAR ENDING
          JUNE 30, 2005), TAKE A REVISED APPROACH TO OUR MD&A BEGINNING WITH AN
          INTRODUCTORY OVERVIEW IN ORDER TO FACILITATE THE READER'S OVERALL
          UNDERSTANDING OF OUR COMPANY'S EXECUTIVE LEVEL PRESENTATION THROUGH
          THE EYES OF MANAGEMENT.

RESULTS OF OPERATIONS, PAGE 15

YEAR ENDED JUNE 30, 2004; COMPARED TO THE YEAR ENDED JUNE 30, 2003, PAGE 15

   12.    To the extent material to understanding your results of operations,
          please expand your disclosure to include discussions of significant
          statement of income line items such as depreciation and amortization
          expense, the components of your other income (expense), provision for
          income taxes and gains and losses from your discontinued operations.
          Refer to the instructions to Item 303 (A) of Regulation S-K.

          IN FUTURE FILINGS, OUR MD&A DISCLOSURE WILL REVIEW ALL ITEMS FOR
          MATERIALITY IN OUR COMPARISON OF YEAR-TO-YEAR RESULTS, AND COMMENT
          ACCORDINGLY FOR ENHANCED READER UNDERSTANDING.

   13.    When discussing selling, general and administrative expenses (SG&A)
          please consider indicating the total year-to-year dollar and
          percentage increase in addition to presenting SG&A as a percentage of
          sales. Furthermore, please quantify the extent to which each factor
          listed contributed to the overall change.

          IN DISCUSSIONS OF SG&A (SELLING, GENERAL AND ADMINISTRATIVE EXPENSES),
          WE WILL COMMENT ON DOLLAR AND PERCENT CHANGES IN EACH OF THE MAJOR
          CATEGORIES AND INCLUDE COMMENTS ON THE FACTORS THAT HAD AN IMPACT ON
          THE CHANGES.

LIQUIDITY AND CAPITAL RESOURCES, PAGE 18

   14.    Please expand your discussion to include any known trends or any known
          demands, commitments, events or uncertainties that will result in or
          that are reasonably likely to result in a material increase or
          decrease in liquidity. Additionally describe your

<PAGE>

          internal and external sources of liquidity as well as any material
          unused sources of liquid assets. Furthermore, with respect to capital
          resources, please disclose any material commitments for capital
          expenditures as of the end of the latest fiscal period and indicate
          the general purpose and anticipated source to fulfill the commitments.
          Refer to Item 303 of Regulation S-K.

          WE WILL HAVE DISCLOSURE IN OUR FUTURE FILINGS TO INCLUDE A DISCUSSION
          OF OUR NEW FINANCING AGREEMENTS AND THEIR IMPACT ON FUTURE INTEREST
          EXPENSE RESULTS. WE WILL EXPAND OUR DISCUSSION RELATIVE TO ANY
          INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY IN THE MD&A SECTION OF
          FUTURE FILINGS.

FINANCIAL STATEMENTS

GENERAL

   15.    Please provide Schedule II - Valuation and Qualifying Accounts for the
          activity in your allowance for doubtful accounts. Alternatively, you
          may provide such disclosure in the notes to the financial statements
          or in MD&A. See Rules 5-04 and 12-09 of Regulation S-X.

          ATTACHED IS A SCHEDULE OF THE VALUATION AND QUALIFYING ACCOUNTS FOR
          THE ACTIVITY IN THE ALLOWANCE FOR DOUBTFUL ACCOUNTS.

   16.    Please present selected quarterly financial data as required by Item
          302(a) of Regulation S-K.

          WE WILL INCLUDE SELECTED QUARTERLY FINANCIAL DATA IN FUTURE FILINGS.

CONSOLIDATED BALANCE SHEET, PAGE F-3

   17.    Either revise your balance sheet to reclassify your due from officer
          line item as a contra-equity account or tell us why you believe it is
          properly reflected as an asset. Generally, loans made to management or
          principle owners are reflected as a contra-equity account unless
          repaid by such persons before the financial statements are issued and
          filed.

          WE WILL SHOW THIS ON OUR FUTURE FILINGS, AS A CONTRA-EQUITY ACCOUNT
          WHERE THE AMOUNT OWED FROM OFFICERS HAS NOT BEEN PAID BEFORE THE
          FINANCIAL STATEMENTS ARE ISSUED.

CONSOLIDATED STATEMENT OF INCOME, PAGE F-5

   18.    We note in your business that you consider service and installation
          services to be an integral part of your business. To the extent that
          these services and/or franchise revenues account for more than 10% of
          net sales, please break them out separately on the face of your
          statements of income. Similarly, present the related costs of sales in
          a similar manner. Refer to Rule 5-03 of Regulation S-X.

<PAGE>

          WE WILL CALCULATE THE PERCENTAGE OF SALES RELATED TO SERVICE AND
          INSTALLATION AND ALSO, THE COST RELATED THERETO, AND IF THESE AND/OR
          FRANCHISE REVENUES ACCOUNT FOR MORE THAN 10% OF NET SALES, THEY WILL
          BE BROKEN DOWN ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
          JUNE 30, 2005 AND FOR EACH OF THE FISCAL YEARS PRESENTED.

   19.    Please correct the 2003 weighted average number of common shares
          outstanding and the weighted average number of common shares
          outstanding assuming dilution. It appears that you have reversed the
          numbers of these line items.

          WE HAVE REVIEWED THIS QUESTION WITH REGARD TO THE 2003 WEIGHTED
          AVERAGE SHARES AND WE BELIEVE THAT THE NUMBERS ARE CORRECT AS
          PRESENTED, AS SHARES WITH DILUTION ARE THE GREATER NUMBER OF SHARES.

CONSOLIDATED STATEMENT OF CASH FLOWS, PAGE F-7

   20.    Please reclassify your insurance proceeds as cash flows from investing
          activities or tell us why you believe your current classification is
          appropriate. Refer to footnote 5 to paragraph 16 of SFAS 95 as amended
          by SFAS 145.

          FOR THE FISCAL YEAR ENDED JUNE 30, 2005, THE INSURANCE PROCEEDS FROM
          CASH FLOWS WILL BE RECLASSIFIED AND SHOWN AS INVESTMENT ACTIVITIES AND
          NOT OPERATING ACTIVITIES.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

   21.    Please disclose the types of expenses that you include in the cost of
          sales line item and the types of expenses that you include in the
          selling, general and administrative expenses line item. In doing so,
          please disclose specifically whether you include inbound freight
          charges, purchasing and receiving costs, inspection costs, warehousing
          costs, internal transfer costs and the other costs of your
          distribution network in cost of sales. If you currently exclude a
          significant portion of these costs from cost of sales, please provide
          cautionary disclosure in MD&A that your gross margins may not be
          comparable to others, since some entities include the costs related to
          their distribution network in cost of sales and other like you