SEC Comment Letter for EVOLVE ONE INC (CIK 0001088787) — Sep 30, 2005
EVOLVE ONE INC (CIK 0001088787)
Date: Sept. 30, 2005 · CIK: 0001088787 · Accession: 0000000000-05-050534
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 July 21, 2005 Mr. Irwin Horowitz, President Evolve One, Inc. 1000 Clint Moore Road, Suite 101 Boca Raton, FL 33487
Re: Evolve One, Inc. Form 8-K Item 4.02 Filed July 14, 2005 File No. 0-26415
Dear Mr. Horowitz:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise 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 detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
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.
1. We note that the Company has "preliminarily" determined the Company`s historical financial statements should be restated. It is unclear what is meant by "preliminarily". Please clarify if the amount disclosed relating to the restatement is not final and if not when an amended Item 4.02 8-K is expected to be filed stating the final amount of the restatement.
2. Please amend your filing to state whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the filing.
3. We note that you intend to file restated financial statements. Please tell us how, and when you will file them.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed 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 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 possession of all facts relating 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 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 that 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.
If you have any questions, please call Angela Halac, Staff Accountant at (202) 551-3398.
Sincerely,
Angela J. Halac
Staff Accountant
Office of Emerging Growth Companies
Show Raw Text
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Mail Stop 3561
July 21, 2005
Mr. Irwin Horowitz, President
Evolve One, Inc.
1000 Clint Moore Road, Suite 101
Boca Raton, FL 33487
Re: Evolve One, Inc.
Form 8-K Item 4.02
Filed July 14, 2005
File No. 0-26415
Dear Mr. Horowitz:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
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.
1. We note that the Company has "preliminarily" determined the
Company`s historical financial statements should be restated. It
is
unclear what is meant by "preliminarily". Please clarify if the
amount disclosed relating to the restatement is not final and if
not
when an amended Item 4.02 8-K is expected to be filed stating the
final amount of the restatement.
2. Please amend your filing to state whether the audit committee,
or
the board of directors in the absence of an audit committee, or
authorized officer or officers, discussed with the independent
accountant the matters disclosed in the filing.
3. We note that you intend to file restated financial statements.
Please tell us how, and when you will file them.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed 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 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 possession of all facts relating
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 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 that 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.
If you have any questions, please call Angela Halac,
Staff
Accountant at (202) 551-3398.
Sincerely,
Angela J. Halac
Staff Accountant
Office of Emerging Growth Companies
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Mr. Irwin Horowitz
Evolve One, Inc.
June 29, 2005
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