SEC Comment Letter for Global General Technologies, Inc. (CIK 0001092455) — Jun 21, 2005
Global General Technologies, Inc. (CIK 0001092455)
Date: June 21, 2005 · CIK: 0001092455 · Accession: 0000000000-05-031331
AI Filing Summary & Sentiment
File numbers found in text: 000-28417
Referenced dates: May 3, 2005
Letter
Mail Stop 4561 VIA U.S. MAIL AND FAX (925) 955-0800 Mr. Shmuel Shneibalg President Knowledge Transfer Systems, Inc. 5509 11th Avenue Brooklyn, NY 11219
Re: Knowledge Transfer Systems, Inc. Form 10-KSB for the year ended December 31, 2004 Filed April 13, 2005 Form 10-QSB for the quarter ended March 31, 2005 Filed May 24, 2005 File No. 000-28417
Dear Mr. Shneibalg:
We have reviewed your June 16, 2005 response letter and have the following additional comments.
1. We read your response to comment 1. Quoted market prices, if available, is the best evidence of fair value and should be used as the basis for measuring the fair value of your common stock. This includes quoted market prices in a dealer market such as the over- the-counter market. Based on the information provided in your response to comment 1 of our comment letters dated May 3, 2005 and May 25, 2005, you do not appear to have a reasonable basis to determine that the fair value of consideration received is more reliably measurable than the fair value of stock issued. Accordingly, please revise your financial statements to reflect the fair value of your common stock or tell us how your accounting is in accordance with SFAS 123 and EITF 96-18.
2. We refer you to your disclosure in Note 5 - Notes Payable on page 9 of your Form 10-QSB filed on May 24, 2005. We note that your promissory note carries a conversion option to convert the principal balance of $600,000 at the rate of $0.075 per share. Since the conversion terms appear to result in a positive intrinsic value when compared to the market price of your common stock, please advise us how you will account for this beneficial conversion feature in accordance with EITF 00-27. Refer also to footnote 3 of EITF 98- 5.
* * * *
You may contact Josh Forgione, at (202) 551-3403, or me, at (202) 551-3431, if you have questions. Please respond to the comments included in this letter within ten business days or tell us when you will provide us with a response. Please file your response on EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
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<TEXT>
June 21, 2005
Mail Stop 4561
VIA U.S. MAIL AND FAX (925) 955-0800
Mr. Shmuel Shneibalg
President
Knowledge Transfer Systems, Inc.
5509 11th Avenue
Brooklyn, NY 11219
Re: Knowledge Transfer Systems, Inc.
Form 10-KSB for the year ended December 31, 2004
Filed April 13, 2005
Form 10-QSB for the quarter ended March 31, 2005
Filed May 24, 2005
File No. 000-28417
Dear Mr. Shneibalg:
We have reviewed your June 16, 2005 response letter and have
the following additional comments.
1. We read your response to comment 1. Quoted market prices, if
available, is the best evidence of fair value and should be used
as
the basis for measuring the fair value of your common stock. This
includes quoted market prices in a dealer market such as the over-
the-counter market. Based on the information provided in your
response to comment 1 of our comment letters dated May 3, 2005 and
May 25, 2005, you do not appear to have a reasonable basis to
determine that the fair value of consideration received is more
reliably measurable than the fair value of stock issued.
Accordingly, please revise your financial statements to reflect
the
fair value of your common stock or tell us how your accounting is
in
accordance with SFAS 123 and EITF 96-18.
2. We refer you to your disclosure in Note 5 - Notes Payable on
page
9 of your Form 10-QSB filed on May 24, 2005. We note that your
promissory note carries a conversion option to convert the
principal
balance of $600,000 at the rate of $0.075 per share. Since the
conversion terms appear to result in a positive intrinsic value
when
compared to the market price of your common stock, please advise
us
how you will account for this beneficial conversion feature in
accordance with EITF 00-27. Refer also to footnote 3 of EITF 98-
5.
* * * *
You may contact Josh Forgione, at (202) 551-3403, or me, at
(202) 551-3431, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response. Please file your response on
EDGAR.
Sincerely,
Steven Jacobs
Accounting Branch Chief
??
??
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Mr. Shmuel Shneibalg
Knowledge Transfer Systems, Inc.
June 21, 2005
Page 1
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