SEC Company Response from SITEWORKS — Dec 21, 2005
SITEWORKS INC /FL (CIK 0001106643)
Date: Dec. 21, 2005 · CIK: 0001106643 · Accession: 0001144204-05-040540
AI Filing Summary & Sentiment
File numbers found in text: 001-32528
Referenced dates: December 9, 2005
Letter
Division of Corporation Finance SiteWorks Building & Development Co. Item 4.02 Form 8-K Filed December 7, 2005 File No. 001-32528
Dear Ms. Cooper:
SiteWorks Building & Development Co. (the “Company”) submits the following responses to comments raised in your letter dated December 9, 2005. In order to facilitate your review, each of the Staff’s comments is followed by the Company’s response below.
Form 8-K Item 4.02
Revise to disclose the date you concluded that your financial statement disclosure should no longer be relied on or the date you were notified by your independent accountant that your financial statement disclosure should no longer be relied on.
On November 23, 2005, the Company concluded that it had inadvertently included Note 12 in the Notes to Condensed Consolidated Financial Statements for the quarter ended September 30, 2005 and that the disclosure in such Note 12 could not be relied upon as the Company never entered into an equity line transaction described in Note 12 and had no intention to do so.
A copy of the Company’s amendment to the Current Report on Form 8-K filed on December 7, 2005 clarifying this information is attached hereto.
Babette Cooper
December 21, 2005
Page
Revise to disclose a brief description of the facts underlying your conclusion to remove Note 12 from your financial statement disclosures.
The Company determined to remove Note 12 from its financial statements because this information had been inadvertently included in the Company’s financial statements.
Revise 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.
Mr. Nurse, the Company’s Chief Executive Officer, discussed the deletion of this Note 12 with the Company’s independent auditors.
Item 4.02(c) of Form 8-K requires you to provide your independent accountant with a copy of the disclosure you are making in response to Item 4.02(b) and request that it furnish you with a letter stating whether it agrees with the statements you have made in response to Item 4.02(b). If your independent accountant does not agree with your disclosure, it should explain why not. You should amend your Form 8-K to file this letter as an exhibit no later than two business days after you receive it.
This disclosure is made pursuant to Item 4.02(a). The Company provided a copy of the disclosure to its independent accountants. The Company received a letter from the Company’s accountants stating that they agree with the removal of Note 12.
We note that you intend to file restated financial statements. Please tell us how, and when, you will file them.
On December 15, 2005, the Company filed restated financial statements, excluding Note 12, in an amendment to its Quarterly Report on Form 10-Q/A.
Other Information
In connection with responding to the foregoing comments, the Company acknowledges 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 Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing; and
Babette Cooper
December 21, 2005
Page
·
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.
If you or any other member of the Staff has any questions or would like to discuss these matters at greater length, please do not hesitate to contact me at (305) 573-9339.
Sincerely,
/s/
C.
Michael Nurse
Show Raw Text
CORRESP
1
filename1.htm
2534
N Miami Ave, Miami Florida 33127 305 573 9339
fax 305
573 9495
December
21, 2005
Babette
Cooper
Staff
Accountant
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Re:
SiteWorks
Building & Development Co.
Item
4.02 Form 8-K
Filed
December 7, 2005
File
No. 001-32528
Dear
Ms.
Cooper:
SiteWorks
Building & Development Co. (the “Company”) submits the following responses
to comments raised in your letter dated December 9, 2005. In order to facilitate
your review, each of the Staff’s comments is followed by the Company’s response
below.
Form
8-K Item 4.02
Revise
to disclose the date you concluded that your financial statement disclosure
should no longer be relied on or the date you were notified by your independent
accountant that your financial statement disclosure should no longer be relied
on.
On
November 23, 2005, the Company concluded that it had inadvertently included
Note
12 in the Notes to Condensed Consolidated Financial Statements for the quarter
ended September 30, 2005 and that the disclosure in such Note 12 could not
be
relied upon as the Company never entered into an equity line transaction
described in Note 12 and had no intention to do so.
A
copy of
the Company’s amendment to the Current Report on Form 8-K filed on December 7,
2005 clarifying this information is attached hereto.
Babette
Cooper
December
21, 2005
Page
2
Revise
to disclose a brief description of the facts underlying your conclusion to
remove Note 12 from your financial statement disclosures.
The
Company determined to remove Note 12 from its financial statements because
this
information had been inadvertently included in the Company’s financial
statements.
Revise
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.
Mr.
Nurse, the Company’s Chief Executive Officer, discussed the deletion of this
Note 12 with the Company’s independent auditors.
Item
4.02(c) of Form 8-K requires you to provide your independent accountant with
a
copy of the disclosure you are making in response to Item 4.02(b) and request
that it furnish you with a letter stating whether it agrees with the statements
you have made in response to Item 4.02(b). If your independent accountant
does
not agree with your disclosure, it should explain why not. You should amend
your
Form 8-K to file this letter as an exhibit no later than two business days
after
you receive it.
This
disclosure is made pursuant to Item 4.02(a). The Company provided a copy
of the
disclosure to its independent accountants. The Company received a letter
from
the Company’s accountants stating that they agree with the removal of Note 12.
We
note that you intend to file restated financial statements. Please tell us
how,
and when, you will file them.
On
December 15, 2005, the Company filed restated financial statements, excluding
Note 12, in an amendment to its Quarterly Report on Form 10-Q/A.
Other
Information
In
connection with responding to the foregoing comments, the Company acknowledges
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 Securities and Exchange Commission (the “Commission”) from
taking any action with respect to the filing; and
Babette
Cooper
December
21, 2005
Page
3
·
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.
If
you or
any other member of the Staff has any questions or would like to discuss
these
matters at greater length, please do not hesitate to contact me at (305)
573-9339.
Sincerely,
/s/
C.
Michael Nurse
C.
Michael Nurse
Chief
Executive Officer
cc:
Bruce
Rosetto, Blank Rome LLP
Neil
Levine, Bagell Josephs
BAGELL,
JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified
Public Accountants
High
Ridge Commons
Suites
400 - 403
200
Haddonfield Berlin Road
Gibbsboro,
NJ 08026
Securities
and Exchange Commission
Washington,
DC 20549
CONFIRMATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ladies
and Gentlemen:
We
hereby
agree with the Form 8-K/A that was filed by Siteworks Building and Development
Co. We agree with the removal of Note 12 on the financial statements for
the
nine months ended September 30, 2005.
/s/
Bagell, Josephs, Levine & Company, L.L.C.
Bagell,
Josephs, Levine & Company, L.L.C.
Gibbsboro,
New Jersey
December
21, 2005