SEC Company Response from Telzuit Medical Technologies, Inc. (CIK 0001093837) — Jul 7, 2005
Telzuit Medical Technologies, Inc. (CIK 0001093837)
Date: July 7, 2005 · CIK: 0001093837 · Accession: 0001214782-05-000227
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File numbers found in text: 001-15034
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TAYLOR MADISON CORP.
July 7, 2005
VIA EDGAR AND FEDERAL EXPRESS
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Ms. Kristi Beshears
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Taylor Madison Corp., Form 10-KSB for the year ended June 30, 2004, filed
October 19, 2004
File No.: 001-15034
Dear Ms. Beshears:
On behalf of Taylor Madison Corp. ("Taylor Madison"), this letter responds
to the comments you provided by letter May 26, 2005 regarding Form 10-KSB for
the year ended June 30, 2004 for Taylor Madison. Assuming the responses set
forth below are satisfactory, we intend to file a revised Form 10-K for the year
ended June 30, 2004, which would incorporate our response set forth below and
other miscellaneous, non-material changes. Assuming the responses set forth
below are satisfactory, we plan to file the revised 10-K on or about July 20,
2005.
Your comments are set forth below in italics, and each is followed by
Taylor Madison's response.
1. Please revise your filing to use Form 10-K. The determination as to
the reporting category (small business issuer or other) made by a reporting
company at the end of its fiscal year governs all reports relating to the next
fiscal year. An issuer may not change from one category to another for purposes
of Exchange Act reporting within a single fiscal year. Refer to item 10(a)(2)(v)
of Regulation S-B.
Assuming the responses set forth below are satisfactory, we intend to
revise our filing to use Form 10-K for the year ended June 30, 2004.
2. Please correct the Commission File No. on the cover of the filing.
The correct No. is 001-15034.
We have revised the Commission File No. as requested.
3. Please revise the Consolidated Statement of Operations, Consolidated
Statement of Stockholder's Equity, and Consolidated Statements of Cash Flows to
present data for three full fiscal years in accordance with Article 3 of
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Regulation S-X. Please revise to provide the following periods due to the
transition period in 2003:
- For the year ended June 30, 2004;
- For the six months ended June 30, 2003 and June 30, 2002;
- For the years ended December 31, 2002 and December 30,2001
Corresponding revisions should be made to Management's Discussion and Analysis
or Plan of Operation.
We have revised the Consolidated Statements of Operations, Stockholders'
Equity and Cash Flows to present data for three full fiscal years. In addition
we have included the Consolidated Balance sheet for June 30, 2004 in accordance
with Article 3 of Regulation S-X. In addition, we have made the corresponding
revisions to Managements Discussion and Analysis.
4. Please revise to provide additional disclosure regarding the
possible effects of the conditions giving rise to the substantial doubt about
the entity's ability to continue as a going concern, management's evaluation of
the significance of the conditions and any mitigating factors, possible
discontinuance of operations, and management's future plans. For reference see
AU section 341.10.
We have revised the disclosure to provide additional disclosure regarding
the possible effects of the conditions giving rise to the substantial doubt
about the entities ability to continue as a going concern, managements
evaluation of the significance of the conditions, and any mitigating factors,
possible discontinuance of operations and management's future plans. The new
disclosure reads as follows:
The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business. There is substantial doubt about the Company's ability to
continue as a going concern primarily because of our dependence on
outside financing, lack of sufficient working capital, recurring
losses from operations and discontinued operations. The Company has
incurred net losses since inception in the amount of approximately
$11.8 million and has a deficiency in working capital of approximately
$635,000 at June 30, 2004. These factors, among others, indicate that
the Company may be unable to continue as a going concern. The
consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty. The Company's
continuation as a going concern is dependent upon future events,
including obtaining financing adequate to support the Company's cost
structure and business plans. The Company is seeking to raise $6.5
million to further its business strategy. The Company has a commitment
from Lucien Lallouz, its Chief Executive Officer, to purchase up to
$200,000 of our common stock at $.05 per share. As of the date of this
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report, Mr. Lallouz has invested $60,000, for which no shares have
been issued to date. Other than Mr. Lallouz's subscription, the
Company has no commitments from officers, directors or affiliates to
provide funding. The failure of the Company to obtain adequate
additional financing may require the Company to delay, curtail or
scale back some or all of its operations, sales, and marketing
efforts. Any additional financing may involve dilution to the
Company's then-existing shareholders. The Company may also seek to
enter into a merger or acquisition.
5. Please tell us what consideration you gave to EITF 99-19 when
accounting for the revenue and related costs of sales in the drop-ship
transaction on a gross basis in the Statement of Operations. Per EITF 99-19 and
Question 10 of SAB 101 Topic 13-A, if the company performs as an agent or broker
without assuming the risks and rewards of ownership of the goods, sales should
be reported on a net basis. Please advise or revise as necessary.
After further evaluation, we have revised the Consolidated Statement of
Operations to reflect net profit from the Company's drop ship sale net of cost.
6. We note from your disclosure on pages four and 21 that the
transaction with Omniscent Corp. to acquire the rights to the Cara Mia brand did
not close and the two companies agreed not to pursue the agreement. In this
regard, please explain how you had the authority to enter into a sublicense
agreement and subsequently recognize revenue from Victory International (USA)
LLC. In addition, advise us of how you accounted for the $200,000 advance from
Victory. Please cite relevant accounting literature.
Pursuant to the Brand Sale and License Agreement dated as of May 19, 2003,
between Omniscent Corp. and the Company, the Company was granted both a
worldwide license to market the Cara Mia brand and skin care line, and an option
to purchase Cara Mia brand and skin care line. The Company ultimately elected to
not exercise its option to purchase the Cara Mia brand and skin care line.
Effective as of May 20, 2003, the Company entered into a sub-license agreement
with Victory International (USA) LLC to market and sell the Cara Mia brand and
skin care line. We have revised our disclosure in the 10-K in "Part I -
Description of Business," page four, and the Consolidated Financial Statements -
Note 4 "Related Party Transactions," page 21, as follows:
"On May 19, 2003, the Company entered into a Brand Sale and
License Agreement with Omniscent, pursuant to which the Company was
granted both a worldwide license to market the Cara Mia brand and skin
care line, and an option to purchase the Cara Mia brand and skin care
line. The Cara Mia line initially debuted with four products created
specifically to repair and rejuvenate the user's skin. The purchase
price for the development and licensing rights is for up to 2,500,000
shares of preferred convertible stock or a cash payment of $500,000 at
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the Company's option, for the design and development rights and 30% of
all revenues and or sub-licensing fees. If issued, the preferred
shares will be convertible into shares of common stock of our Company
on a one to one basis at the option of the holder, but in no event may
the preferred shares be converted into more than 19.9% of our issued
and outstanding common stock. Sharon Lallouz is the principal
shareholder of Omniscent Corp. and is also the spouse of the Company's
Chief Executive. Mr. Lallouz was appointed Chief Executive Officer and
director of the Company following the execution of the agreement. The
Company has not closed on its transaction with Omniscent Corp. The
Company has elected not to exercise its option to purchase the Cara
Mia brand and skin care line.
The $200,000 advance from Victory was recognized ratably over the life of
the agreement (using a straight line amortization). The advance was not
refundable and its recognition as income was not contingent upon any particular
earnings. We have revised our disclosure in the 10-K in "Part I - Description of
Business", page four, to add a sentence in the Victory disclosure to clarify
this point. The new sentence reads:
"Effective May 20, 2003, we entered into a sub-licensing
agreement with Victory International (USA) LLC (Victory) to distribute
its Cara Mia Cosmetics brand worldwide. Under the terms of the
agreement, Victory is to advance the Company $200,000 against
royalties of 12% on all sales made by Victory, of which 3.6% from
these royalties is payable to Omniscent under its licensing agreement
with Taylor Madison leaving the Company with a net of 8.4% of all
sales made by Victory. As of November 2003 we have received the
$200,000 advance in full from Victory. Ongoing royalties are payable
quarterly. Regardless, the $200,000 advance is non-refundable and
therefore has been recognized as revenue ratably over the contract
period. To date, no royalty payments have been made to Omniscent. On
November 22, 2003 Victory launched the Cara Mia product line in Puerto
Rico. Victory no longer distributes this brand and the agreement has
been terminated."
The relevant accounting literature includes the provisions of FASB
Statements of Financial Concepts 5 and 6 and SAB 101 - topic13 "Revenue
Recognition" .
7. You disclose that revenues are recognized ratably over the term of
the agreement as earned. We note that the royalties negotiated in some of your
contracts (including the Victory agreement) are based upon a percentage of
sales. Please advise us of your methodology for recognizing variable revenue
ratably over the course of a contract. Do you recognize revenue based upon an
estimate of sales to be generated over the contract's life? In addition, please
expand your disclosure to explain the difference between royalty revenues and
licensing fees, distinguishing between the methods used to recognize each of
these types of revenue, if different. Please provide us with the accounting
literature that you are relying upon, and we may have further comment.
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Our methodology for recognizing revenue depended on the nature of the
revenue and underlying agreement. Where royalty revenue was to be earned based
on the sales of the licensee, the Company would obtain the information necessary
to make the applicable revenue entry for its financial statements. As to
licensing fees, the Company recognized the revenue ratably over the life of the
agreement on a straight line basis. The licensing fees represented receipts that
were non-refundable and pursuant to a contract for a fixed period of time. We
have revised our disclosure regarding the Victory revenue. Revenues pursuant to
the royalty agreement negotiated with Victory never came to fruition. Had
royalty revenues materialized from the agreement they would have been realized
as revenue based on the percentage of sales outlined in the agreement. The
actual revenues from the Victory transaction are considered licensing fees and
are recognized over the life of the contract. The $200,000 advance from Victory
was recognized ratably over the life of the agreement (using a straight line
amortization). The advance was in fact not refundable its recognition as income
was not contingent upon any particular earnings. We have revised our disclosure
in the 10-K in "Part I - Description of Business" - to add a sentence in the
Victory disclosure to clarify this point. In addition we have restated the
Statement of Operations for the six months ended June 30, 2003 to reflect the
Victory revenue as licensing fee. In addition, we have revised the disclosure in
Managements Discussion and Analysis accordingly.
8. Please expand and revise the stock option plan note to include:
- All of the disclosures required by paragraphs 47 (a) and (b) of SFAS
123.
- The significant assumptions used to estimate the fair value of
options granted as required by paragraph 47(c) of SFAS 123.
In addition, we note that data presented in the pro forma table on page 23
does not agree to amounts reported on the income statement and pro forma
disclosures found on page 19. Please revise as necessary.
We have revised the stock option plan note to include all the disclosures
required by paragraphs 47 (a) and (b) of SFAS 123 as well as the significant
assumptions used to estimate the fair value of options granted as required by
paragraph 47 (c) of SFAS 123. As result of our analysis we have adjusted our
Statement of Operations for the year ended June 30, 2004 to include a provision
of $25,000 for the options issued. We have also revised the data presented in
the table to agree to the amounts reported in the Statement of Operations. The
revised disclosure is attached as Exhibit "A."
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We hope that this letter is responsive to your comments. If you have any
questions regarding the information set out above or any additional comments,
please call the undersigned at (407) 354-1222 or Brent A. Jones, Esq., Bush
Ross, P.A., at (813) 204-6420.
Sincerely,
/s/ Donald Sproat
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Donald Sproat
President and Chief Executive Officer
CC: Brent A. Jones,
Bush Ross, P.A.
Timothy S. Hart CPA
Ullman & Hart CPAs
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EXHIBIT "A"
NOTE 6. STOCK OPTION PLAN:
The Company amended its 1999 Stock Option Plan and adopted the 2001 Amended and
Restated Stock Option Plan (the "Ame