SEC Comment Letter for A21 INC (CIK 0001074436) — Nov 28, 2005
A21 INC (CIK 0001074436)
Date: Nov. 28, 2005 · CIK: 0001074436 · Accession: 0000000000-05-059620
AI Filing Summary & Sentiment
File numbers found in text: 000-17602
Referenced dates: September 16, 2005
Letter
November 28, 2005 VIA U.S. MAIL AND FAX (212)504-8120 Albert H. Pleus Chairman of the Board and Chief Executive Officer a21, Inc. 7660 Centurion Parkway Jacksonville, Florida 32256
Re: a21, Inc.. Form 10-K for the year ended December 31, 2004 File no. 000-17602 Filed March 31, 2005
Dear Mr. Pleus:
We have reviewed your response letter dated September 16, and have the following additional comment. If you disagree with our comment, we will consider your explanation as to why our comment is not applicable. Please be as detailed as necessary in your explanation.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2004
Note C - Acquisition of Superstock, Inc., page F-11
1. We have considered your response to our prior comment. Given the preferred stock was issued by Superstock, the acquired entity, subsequent to the business combination we are still unsure how you determined the preferred stock represents a cost of the acquisition. It appears that only the cash and the promissory note are consideration issued by the acquirer, A21, in connection with the business combination. This is consistent with the purchase price as defined in Section 2.2 of the stock purchase agreement and the guidance referenced in paragraph 20 of SFAS 141. The subsequent recapitalization transaction as discussed in Section 2.3 of the stock purchase agreement appears to be a separate transaction entered into after the business acquisition. Please advise us why the subsequent transaction was not accounted for as a recapitalization, a treasury stock transaction or an acquisition of noncontrolling interests as described in paragraphs A5 - A7 of SFAS 141.
* * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Robert Telewicz, Staff Accountant, at (202) 551-3438 or the undersigned at (202) 551-3413 if you have questions.
Sincerely,
Cicely Luckey
Accounting Branch Chief
Show Raw Text
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Mail Stop 4561
November 28, 2005
VIA U.S. MAIL AND FAX (212)504-8120
Albert H. Pleus
Chairman of the Board and Chief Executive Officer
a21, Inc.
7660 Centurion Parkway
Jacksonville, Florida 32256
Re: a21, Inc..
Form 10-K for the year ended December 31, 2004
File no. 000-17602
Filed March 31, 2005
Dear Mr. Pleus:
We have reviewed your response letter dated September 16,
2005
and have the following additional comment. If you disagree with
our
comment, we will consider your explanation as to why our comment
is
not applicable. Please be as detailed as necessary in your
explanation.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended December 31, 2004
Note C - Acquisition of Superstock, Inc., page F-11
1. We have considered your response to our prior comment. Given
the
preferred stock was issued by Superstock, the acquired entity,
subsequent to the business combination we are still unsure how you
determined the preferred stock represents a cost of the
acquisition.
It appears that only the cash and the promissory note are
consideration issued by the acquirer, A21, in connection with the
business combination. This is consistent with the purchase price
as
defined in Section 2.2 of the stock purchase agreement and the
guidance referenced in paragraph 20 of SFAS 141. The subsequent
recapitalization transaction as discussed in Section 2.3 of the
stock
purchase agreement appears to be a separate transaction entered
into
after the business acquisition. Please advise us why the
subsequent
transaction was not accounted for as a recapitalization, a
treasury
stock transaction or an acquisition of noncontrolling interests as
described in paragraphs A5 - A7 of SFAS 141.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
understand
that we may have additional comments after reviewing your
responses
to our comments.
You may contact Robert Telewicz, Staff Accountant, at (202)
551-3438 or the undersigned at (202) 551-3413 if you have
questions.
Sincerely,
Cicely Luckey
Accounting Branch Chief
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Albert H. Pleus
a21, Inc.
November 28, 2005
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