SEC Comment Letter for Elite Health Systems Inc. (EHSI) (CIK 0001089815) (EHSI) — Feb 7, 2006
Elite Health Systems Inc. (EHSI) (CIK 0001089815)
Date: Feb. 7, 2006 · CIK: 0001089815 · Accession: 0000000000-06-006588
AI Filing Summary & Sentiment
File numbers found in text: 000-26575
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Via Facsimile and U.S. Mail
Mail Stop 6010
December 23, 2005
Mr. Alan Gold
Director, President and
Chief Executive Officer
U.S. Neurosurgical, Inc.
2400 Research Blvd, Suite 325
Rockville, MD 20850
Re: U.S. Neurosurgical, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed April 13, 2005
Form 10-QSB for the Period Ended September 30, 2005
Filed November 14, 2005
File No. 000-26575
Dear Mr. Gold:
We have limited our review of your filings to those issues we have addressed in
our comments. Where indicated, we think you should revise your docum ents in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation.
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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Alan Gold
U.S. Neurosurgical, Inc.
Decem ber 23, 2005
Page 2
Form 10-K for the Year Ended December 31, 2004
Item 7. Managem ent’s Discussion and Anal ysis of Financial Condition and …, page 13
Liquidity and Capital Resources, page 14
1. Please am end your discussion here to pr ovide a summ ary of your contractual
obligations in a tabular form at as requir ed under Item 303(a) of Regulation S-K.
Such presentation should include your obligations under debt, lease, and
equipm ent agreem ents.
Item 14. Controls and Procedures, page 23
2. Your wording in this se ction appears to include the tim ing of an older version of
this rule. Please tell us w hy it is appropriate to evalua te the effectiveness of your
disclosure controls and procedures within the 90-day period pr ior to the f iling of
the report, or am end your filing to include your evaluation as of year-end. Refer
to Rule 15d-15(c).
Item 15. Exhibits, F inancial S tatem ent Sc hedules and Reports on Form 8-K, page 24
Consolidated Financial Statem ents, page F-1
Note E – Asset Retirem ent Obligations, page F-13
3. Please am end your financial statem ents to reflect the cum ulative effect of
adopting SF AS 143 on your statem ent of operations, rather than reflecting it
directly within retained earnings. Refer to paragraph 26 of SFAS 143.
Form 10-QSB for the Period Ended Septem ber 30, 2005
4. Please no te that the d ecision to en ter the sm all business filer sy stem is an election
that m ust be m ade at the beginning of a fiscal year. Please re-f ile you r most
recen t interim report on an appropriate form . Refer to Item 10(a)(2 )(v) of
Regulation S-B.
* * * *
As appropriate, please am end your Form 10-K for the year en ded Decem ber 31,
2004 and Form 10-QSB for the quarter ended Septem ber 30, 2005 within 10 business
days or tell us when you will prov ide us with a response. You m ay wish to provide us
with m arked copies of th e am endm ent to e xpedite our review. Please furnish a cover
letter that keys your respons es to our comments and provide s any requested inform ation.
Detailed letters greatly facil itate our review. Please file your letter on E DGAR under the
Mr. Alan Gold
U.S. Neurosurgical, Inc.
Decem ber 23, 2005
Page 3
form type label CORRESP. Please understand that we m ay have additional comm ents
after reviewing your am endments and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosu re in the f iling to be cer tain that th e filings includ e all in form ation required under
the Securities Exchange Act of 1934 and th at they have provided all inform ation
investors require for an inform ed invest ment decision. Since the com pany and its
manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are
responsib le for the accu racy and adequacy of the disclosu res they have m ade.
In connection with responding to our co mments, please provide, in your letter, a
statem ent fr om the company ackno wledging th at
• the com pany is respon sible for the adequacy and accuracy of the dis closure in the
filings;
• staff comm ents or chang es to dis closure in response to staff comm ents do not
foreclose the Comm ission from taking any actio n with respe ct to the f iling; and
• the com pany m ay not assert staff comme nts as a defense in any proceeding
initiated by the Comm ission or any person under the federal secu rities law s of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filin g or in respo nse to our comm ents on your filing.
You m ay contact Keira Ino, Staff Ac countant, at (202) 551-3659 or Jim Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comments. Please contact m e at (202) 551-3679 with any other questions.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant