SEC Comment Letter for Presidio Property Trust, Inc. (SQFT, SQFTP, SQFTW) (CIK 0001080657) (SQFT) — Jul 14, 2009
Presidio Property Trust, Inc. (SQFT, SQFTP, SQFTW) (CIK 0001080657)
Date: July 14, 2009 · CIK: 0001080657 · Accession: 0000000000-09-037327
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-53673, 001-34049
Referenced dates: June 15, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 July 14, 2009 Mr. Jack K. Heilbron Chief Executive Officer NetREIT 1282 Pacific Oaks Place Escondido, CA 92029-2900 Re: NetREIT Amendment No. 1 to Registra tion Statement on Form 10 Filed June 26, 2009 (originally fi led May 6, 2008, File No. 001-34049) File No. 000-53673 Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2008 Filed June 16, 2009
Dear Mr. Heilbron: We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view 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 comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Jack K. Heilbron NetREIT July 14, 2009 Page 2 FORM 10
Item 1A. Risk Factors, page 5 “Our risks of losing proper ty through a mortgage loan default . . . ,” page 14 1. We note your response to comment 1 in our letter dated June 15, 2009. We do not agree with your position that risk factor disclosure re garding your Garden Gateway Loan is not necessary or appropriate at th is time. As disclosed in your response, there is still uncertainty as to the outcome of your defau lt on this loan. Therefore, please include in this risk factor a di scussion of your default and the surrounding uncertainty as to the final di sposition of your default. If you continue to believe that this disclosure is immaterial, please expl ain to us how the default is not material.
* * * * As appropriate, please amend your filing and respond to these comments within ten (10) business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of th e amendment to expedite our review. Please furnish a cover letter with your amendment th at keys your responses to our comments and provides any requested information. Deta iled cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking a ny action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of the United States.
Jack K. Heilbron NetREIT July 14, 2009 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Jaime J ohn, Staff Accountant, at (202) 551-3446 or Cicely Lamothe, Accounting Branch Chief, at ( 202) 551-3413 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Martin, Attorney-Advisor, at (202) 551-3391 or me at (202) 551-3233 with any other questions.
Sincerely,
Tom Kluck Legal Branch Chief
cc: Bruce J. Rushall, Esq. Rushall & McGeever Via facsimile (760) 438-3026
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
July 14, 2009
Mr. Jack K. Heilbron Chief Executive Officer NetREIT 1282 Pacific Oaks Place Escondido, CA 92029-2900
Re: NetREIT
Amendment No. 1 to Registra tion Statement on Form 10
Filed June 26, 2009 (originally fi led May 6, 2008, File No. 001-34049)
File No. 000-53673 Amendment No. 1 to Form 10-K for Fiscal Year Ended
December 31, 2008
Filed June 16, 2009
Dear Mr. Heilbron:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Jack K. Heilbron
NetREIT July 14, 2009 Page 2 FORM 10
Item 1A. Risk Factors, page 5
“Our risks of losing proper ty through a mortgage loan default . . . ,” page 14
1. We note your response to comment 1 in our letter dated June 15, 2009. We do not
agree with your position that risk factor disclosure re garding your Garden Gateway
Loan is not necessary or appropriate at th is time. As disclosed in your response,
there is still uncertainty as to the outcome of your defau lt on this loan. Therefore,
please include in this risk factor a di scussion of your default and the surrounding
uncertainty as to the final di sposition of your default. If you continue to believe that
this disclosure is immaterial, please expl ain to us how the default is not material.
* * * *
As appropriate, please amend your filing and respond to these comments within
ten (10) business days or tell us when you will provide us with a response. You may
wish to provide us with marked copies of th e amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested information. Deta iled cover letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
Jack K. Heilbron
NetREIT July 14, 2009 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jaime J ohn, Staff Accountant, at (202) 551-3446 or Cicely
Lamothe, Accounting Branch Chief, at ( 202) 551-3413 if you have questions regarding
comments on the financial statements and related matters. Please contact Erin Martin, Attorney-Advisor, at (202) 551-3391 or me at (202) 551-3233 with any other questions.
Sincerely,
Tom Kluck Legal Branch Chief
cc: Bruce J. Rushall, Esq. Rushall & McGeever Via facsimile (760) 438-3026