SEC Comment Letter for Flux Power Holdings, Inc. (FLUX) (CIK 0001083743) (FLUX) — Aug 1, 2008
Flux Power Holdings, Inc. (FLUX) (CIK 0001083743)
Date: Aug. 1, 2008 · CIK: 0001083743 · Accession: 0000000000-08-038485
AI Filing Summary & Sentiment
File numbers found in text: 000-25909
Letter
Mail Stop 3561 July 21, 2008 Mr. Colin Baird Chief Financial Officer Australian Forest Industries 4/95 Salmon Street Port Melbourne, Victoria, Australia 3207 Re: Australian Forest Industries Form 10-KSB for the Year Ended December 31, 2007 Form 10-QSB for the period ended March 31, 2008 File No. 000-25909
Dear Mr. Baird:
We have reviewed your filing and have the follo wing two sets of comments. We have limited our review of your filing to the di sclosures pertaining to the evaluation of your internal control over financial reporting and th e proper form type. Specifically, with respect to internal control, we have reviewed your filing to determine if you conducted the evaluation of your inte rnal control over financial report ing, as required by Exchange Act Rules 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiveness of your internal control over financial reporting, as required by Item 308T(a ) of Regulation S-B. Where indicated, we think you should revi se your document in response to these comments; however, if you disagree, we would be pleased to co nsider your explanation as to why a revision is not necessary. Please be as detailed as necessary in your explanation.
----------
1. Internal Control ov er Financial Reporting
It does not appear that your ma nagement has performed its assessm ent of internal control over financial reporting as of December 31, 2007. Since you were required to file or filed an annual report for the prior fiscal year, it a ppears you are required to report on your management’s assessment of internal control ove r financial reporting.
Mr. Colin Baird Australian Forest Industries July 21, 2008 Page 2 of 3 If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing wi thin 30 calendar days to provide the required management's report on internal control over financial reporting. In performing your evaluation, you may find the following documents helpful: the Commission’s release Amendments to Rules Regarding Management’s Report on Internal Control Over Financial Reporting (Securities Act Release 8809/ Financial Reporting Release 76). You can find this release at: http://www.sec.gov/rules/final/2007/33-8809.pdf ;
the Commission’s release Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Unde r Section 13(a) or 15 (d) of the Securities Exchange Act of 1934 (Securities Act Release 8010/Financ ial Reporting Release 77). You can find this release at http://sec.gov/rules /interp/2007/33-8810.pdf ; and
the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml ).
In addition, please consider whether management’s failure to perform or complete its report on internal control over financial re porting impacts its conclusions rega rding the effectiveness of your disclosure controls and procedures as of the end of the fiscal year covered by the report and revise your disclosure as appropriate.
Please note that the failure to perform manage ment’s assessment adversely affects the company’s and its shareholders ability to ava il themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interp retation 115.02, which you can find at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .
2. Form Type We note that your most recent quarterly re port for the period ending March 31, 2008 was on Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formerly classified as “small business issuers” under Regula tion S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for a fiscal year ending after December 15, 2007. Although small business issuers are now required to file on Form 10-Q, the di sclosure requirements for that form are now tailored for smaller companies. Although we are not asking you to correct your most recent filing just to reflect the proper form type, we ask that you review your filing requirements and consider whether any action is necessary if your most recently filed quarterly re port does not contain all required mate rial information. In any event, you should file your next quart erly report on Form 10-Q.
Mr. Colin Baird Australian Forest Industries July 21, 2008 Page 3 of 3 Information about recent changes to rules a ffecting small business issuer form types and disclosure and filing requirements is available on the SEC website at http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf . If you have any questions about these changes, please feel free to contact the SEC’s Office of Small Business Policy at (202) 551-3460 or smallbusiness@SEC.gov . ---------
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 comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possessi on of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequa cy 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 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 with 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.
In addition, please be advised th at the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Kristin Shifflett, Staff Accountant, at (202) 551-3381 or me at (202) 551-3211 if you have questions rega rding these comments. S i n c e r e l y , David R. Humphrey B r a n c h C h i e f
Show Raw Text
Mail Stop 3561
July 21, 2008
Mr. Colin Baird Chief Financial Officer Australian Forest Industries 4/95 Salmon Street Port Melbourne, Victoria, Australia 3207
Re: Australian Forest Industries
Form 10-KSB for the Year Ended December 31, 2007
Form 10-QSB for the period ended March 31, 2008 File No. 000-25909
Dear Mr. Baird:
We have reviewed your filing and have the follo wing two sets of comments. We have limited
our review of your filing to the di sclosures pertaining to the evaluation of your internal control over
financial reporting and th e proper form type.
Specifically, with respect to internal control, we have reviewed your filing to determine if you
conducted the evaluation of your inte rnal control over financial report ing, as required by Exchange Act
Rules 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiveness of your
internal control over financial reporting, as required by Item 308T(a ) of Regulation S-B. Where
indicated, we think you should revi se your document in response to these comments; however, if you
disagree, we would be pleased to co nsider your explanation as to why a revision is not necessary. Please
be as detailed as necessary in your explanation.
----------
1. Internal Control ov er Financial Reporting
It does not appear that your ma nagement has performed its assessm ent of internal control over
financial reporting as of December 31, 2007. Since you were required to file or filed an annual report
for the prior fiscal year, it a ppears you are required to report on your management’s assessment of
internal control ove r financial reporting.
Mr. Colin Baird
Australian Forest Industries July 21, 2008
Page 2 of 3
If your management has not yet performed its assessment, we ask that you complete your
evaluation and amend your filing wi thin 30 calendar days to provide the required management's report
on internal control over financial reporting.
In performing your evaluation, you may find the following documents helpful:
the Commission’s release Amendments to Rules Regarding Management’s Report on Internal
Control Over Financial Reporting (Securities Act Release 8809/ Financial Reporting Release
76). You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;
the Commission’s release Commission Guidance Regarding Management’s Report on
Internal Control Over Financial Reporting Unde r Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934 (Securities Act Release 8010/Financ ial Reporting Release 77). You
can find this release at http://sec.gov/rules /interp/2007/33-8810.pdf ; and
the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).
In addition, please consider whether management’s failure to perform or complete its report on
internal control over financial re porting impacts its conclusions rega rding the effectiveness of your
disclosure controls and procedures as of the end of the fiscal year covered by the report and revise your
disclosure as appropriate.
Please note that the failure to perform manage ment’s assessment adversely affects the company’s
and its shareholders ability to ava il themselves of rules and forms that are predicated on the current or
timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interp retation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.
2. Form Type
We note that your most recent quarterly re port for the period ending March 31, 2008 was on
Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formerly classified as “small business issuers” under Regula tion S-B must file their quarterly reports on Form 10-Q after they
have filed an annual report for a fiscal year ending after December 15, 2007. Although small business
issuers are now required to file on Form 10-Q, the di sclosure requirements for that form are now tailored
for smaller companies.
Although we are not asking you to correct your most recent filing just to reflect the proper form
type, we ask that you review your filing requirements and consider whether any action is necessary if
your most recently filed quarterly re port does not contain all required mate rial information. In any event,
you should file your next quart erly report on Form 10-Q.
Mr. Colin Baird
Australian Forest Industries July 21, 2008
Page 3 of 3
Information about recent changes to rules a ffecting small business issuer form types and
disclosure and filing requirements is available on the SEC website at
http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf . If you have any questions about these
changes, please feel free to contact the SEC’s Office of Small Business Policy at (202) 551-3460 or
smallbusiness@SEC.gov .
---------
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
comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the
end of this letter. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all information required under the Securities Exchange Act of
1934 and that they have provided all information investors require for an informed investment decision.
Since the company and its management are in possessi on of all facts relating to a company’s disclosure,
they are responsible for the accuracy and adequa cy 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 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 with 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.
In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Kristin Shifflett, Staff Accountant, at (202) 551-3381 or me at (202) 551-3211
if you have questions rega rding these comments.
S i n c e r e l y ,
David R. Humphrey B r a n c h C h i e f