SEC Company Response from PLANETLINK COMMUNICATIONS INC (CIK 0001123845) — Sep 14, 2005
PLANETLINK COMMUNICATIONS INC (CIK 0001123845)
Date: Sept. 14, 2005 · CIK: 0001123845 · Accession: 0001144204-05-028766
AI Filing Summary & Sentiment
Referenced dates: August 15, 2005
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[LETTERHEAD OF PLANETLINK COMMUNICATIONS]
10715 Gulfdale Suite 285
San Antonio, Tx 78216
210-442-2402
210-442-2405 Fax
September 13, 2005
Mr. William Choi, Branch Chief
Securities and Exchange Commission
Washington D.C.
Dear Mr. Choi:
In response to your letter dated August 15, 2005, I offer the following as to
your comments concerning PlanetLink's 10KSB for the period ending December 31,
2004:
1) Attached is the revised audit report from Kahn Boyd and Levychin
("KBL") using the correct form and wording as requested.
2) Regarding the amortization expense for software costs, I would also
like to suggest that we, at the suggestion of our auditors, would
like to classify the software as a capital asset in the Fixed Assets
section of the balance sheet as we do not actually sell the software
that we developed. It is for internal use only. We sell or lease
devices which we purchase from a manufacturer that have the
manufacturer's firmware embedded in the device. The device then
utilizes our internal use software, the Internet, a wireless
provider and a mapping component to monitor our customer's fleet
vehicles. Our software resides on our server; a copy of the software
is never given to our customers as it would be if you bought a
Microsoft Office product. The monitoring service we provide is via
the Internet with communications from the device coming back to our
server. The customer can then log into his account on the server to
determine where his fleet vehicles are.
3) Attached the revised Exhibit 31.1 and the revised Item 8A discussion
for the company's internal controls.
4) PlanetLink Communications is a small company and costs are a
concern. In all future filings PlanetLink will reclassify our
internally use software to the Fixed Assets section of the balance
sheet. We will also correct Item 8-A concerning Internal Controls as
per the attachment and correct the Sarbanes-Oxley certification.
5) PlanetLink Communications acknowledges that the company is
responsible for the adequacy and accuracy of its filings, that staff
comments or changes in disclosures that resulted from staff comments
do not foreclose the Commission from taking any action it may deem
necessary with respect to the company's filings and that the company
may not assert staff comments as a defense in any proceeding
initiate by the Commission or any person under the federal
securities laws of the United States
Sincerely,
/s/
M. Dewey Bain
Chief Executive Officer and Chief Financial Officer
<PAGE>
[LETTERHEAD OF KAHN BOYD LEVYCHIN, LLP]
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Independent Auditors' Report
================================================================================
To the Board of Directors
Planetlink Communications, Inc.
Atlanta, Georgia
We have audited the accompanying balance sheets of Planetlink Communications,
Inc. as of December 31, 2003 and 2002, and the related statements of operations,
changes in stockholders' deficit, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Planetlink Communications, Inc.
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the Unites States of America.
As discussed in Note 17 to the financial statements, certain errors were made in
the application of accounting principles, resulting in the understatement of the
previously reported net loss for the year ended December 31, 2002 of $4,754,075.
In addition, these errors in the application of accounting principles also
resulted in the understatement of both previously reported accumulated deficit
and additional paid-in capital for the year ended December 31, 2002 of
$7,033,987. These errors were discovered by the management of the Company in its
preparation for the issuance of the financial statements for the year ended
December 31, 2003. Accordingly the financial statements for the years ended
December 31, 2003, 2002 and 2001 have been restated to correct for these errors.
As further discussed in Note 17 to the financial statements, certain errors were
made by the Company in classifying a portion of loans it received from its
current President during the year ended December 31, 2003 as revenue in the
statement of operations for that year. Correction for the misclassification of
loans advanced by the officer resulted in the understatement of the previously
reported net loss for the year ended December 31, 2003 by $356,481, of which
$308,438 is attributed to the previously reported revenue for that year being
overstated and operating expenses and interest expense being understated by
$22,375 and $26,668, respectively. In addition, these errors also resulted in an
understatement of previously reported total liabilities at December 31, 2003 by
$356,481 and an understatement of accumulated deficit in the same amount. As
such, the officer's loan payable as now reflected at December 31, 2003, based on
this second restatement of the financial statements for the year ended December
31, 2003, is $307,438 higher than previously reported, and accounts payable and
accrued expenses are $49,043 higher than previously reported. These errors were
discovered by the management of the Company in conjunction with reconciling the
amount due the officer with him in anticipation of The Company paying off the
obligation, and in the Company's preparation for the issuance of the financial
statements for the year ended December 31, 2004.
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48 Wall Street, 11th Floor New York, NY 10005 (212) 843-4100
<PAGE>
KAHN BOYD LEVYCHIN, LLP
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Independent Auditors' Report
================================================================================
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
and is dependent upon the sale of equity securities to provide sufficient
working capital to maintain continuity. These circumstances create substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ KAHN BOYD LEVYCHIN
Kahn Boyd Levychin,
Certified Public Accountants
May 3, 2004, except for information restated to correct for misclassification of
loan advances received by the Company during the year ended December 31, 2003
previously reflected in revenue for that year as to which the date is January
31, 2005 (Note 17) .
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48 Wall Street, 11th Floor New York, NY 10005 (212) 843-4100
<PAGE>
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, M. Dewey Bain, certify that:
1. I have reviewed this annual report on Form 10-KSB of PlanetLink
Communications, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
<PAGE>
Exhibit 31.1
Page 2
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: September 13, 2005
/s/ M. Dewey Bain
------------------------------
M. Dewey Bain, Chief Executive
Officer and Chief
Financial Officer
<PAGE>
PlanetLink Communications
Proposed Revised Item 8A
For period ended December 31, 2005
Item 8A. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures. As of the end of the
period covered by this Annual Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. However, as a result of
the restatement of the year ended December 31, 2003, the Company has made some
changes in procedures and control. They are as follows:
o The Company has hired an accounting professional to oversee
all financial reporting.
o The Company has also purchased an integrated financial
reporting package which separates different accounting
functions such as accounts receivable, cash disbursements,
etc. thus allowing for greater control as all entries are not
recorded as just a bookkeeping entry. All bank reconciliations
are performed in accordance with generally accepted accounting
procedures with any unusual items being researched. All cash
receipts are tracked to either accounts receivable or
non-accounts receivable receipts and recorded as applicable.
o The Company, at the re