SEC Comment Letter for SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903) (FCCN) — May 3, 2006
SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903)
Date: May 3, 2006 · CIK: 0001131903 · Accession: 0000000000-06-020860
AI Filing Summary & Sentiment
File numbers found in text: 000-50274
Letter
Room 4561 May 3, 2006 Ms. Jenifer Osterwalder President and Chief Executive Officer FUSA Capital Corporation 1420 5th Avenue, Suite 2200 Seattle, WA 98101
Re: FUSA Capital Corporation Item 4.01 Form 8-K Filed May 1, 2006 File No. 000-50274
Dear Ms. Osterwalder:
We have reviewed the above referenced filing and have the following comments. Please note that we have limited our review to the matters addr essed in the comments below. We may ask you to provide us with supplemental information so we may better understand your disclosure. Please be as detail ed as necessary in your explanation. After reviewing this information, we may raise additional comments.
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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K Filed May 1, 2006
1. Please amend your disclosure to state wh ether during your two most recent fiscal years and any subsequent interim period through the date of dismissal there were any disagreements with the former accountant on any matter of accounting principles or practices, financial stat ement disclosure, or auditing scope or procedure, which disagreement(s), if not re solved to the satisfaction of the former accountant, would have caused it to make reference to the su bject matter of the disagreement(s) in connection with its repor ts or any reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B. In the event of disagreement(s)
Ms. Jenifer Osterwalder FUSA Capital Corporation May 1, 2006 Page 2 and/or reportable event(s) , provide the specific disc losures required by Item 304(a)(1)(iv)of Regulation S-B.
2. Please revise to provide a clear conclusi on that there were no reportable events. In this regard, we note that your statem ent “the Company believes there were no reportable events” does not provide a clear conclusion.
3. Amend your disclosure regarding consulta tions with your new auditor to state whether there were consultations in th e two most recent fiscal years and the subsequent interim period through their engagement. See Item 304(a)(2) of Regulation S-B.
4. We note you appointed Moore & Asso ciates LLC as your independent accountants on April 28, 2006. It appears th ey are not a registered independent accountant with the PCAOB. Please tell us how they meet the requirements of Section 102 of the Sarbanes Oxley Act of 2002 .
5. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an upda ted Exhibit 16 letter from the former accountants stating whether the accountant ag rees with the statements made in your revised Form 8-K.
As appropriate, please respond to these co mments within five business days or tell us when you will respond. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. Please furnish a cover letter that keys your respons es to our comments and provide s any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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 Commission from taking any action with respect to the filing; and
Ms. Jenifer Osterwalder FUSA Capital Corporation May 1, 2006 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.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Christine Davis, Sta ff Accountant, at ( 202) 551-3408 or me at (202) 551-3489 if you have questions regarding these comments.
S i n c e r e l y ,
Brad Skinner A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
Room 4561
May 3, 2006
Ms. Jenifer Osterwalder
President and Chief Executive Officer
FUSA Capital Corporation
1420 5th Avenue, Suite 2200
Seattle, WA 98101
Re: FUSA Capital Corporation
Item 4.01 Form 8-K
Filed May 1, 2006
File No. 000-50274
Dear Ms. Osterwalder:
We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review to the matters addr essed in the comments
below. We may ask you to provide us with supplemental information so we may better
understand your disclosure. Please be as detail ed as necessary in your explanation. After
reviewing this information, we may raise additional comments.
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 any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K Filed May 1, 2006
1. Please amend your disclosure to state wh ether during your two most recent fiscal
years and any subsequent interim period through the date of dismissal there were
any disagreements with the former accountant on any matter of accounting
principles or practices, financial stat ement disclosure, or auditing scope or
procedure, which disagreement(s), if not re solved to the satisfaction of the former
accountant, would have caused it to make reference to the su bject matter of the
disagreement(s) in connection with its repor ts or any reportable events as defined
in Item 304(a)(1)(iv)(B) of Regulation S-B. In the event of disagreement(s)
Ms. Jenifer Osterwalder
FUSA Capital Corporation
May 1, 2006 Page 2
and/or reportable event(s) , provide the specific disc losures required by Item
304(a)(1)(iv)of Regulation S-B.
2. Please revise to provide a clear conclusi on that there were no reportable events.
In this regard, we note that your statem ent “the Company believes there were no
reportable events” does not provide a clear conclusion.
3. Amend your disclosure regarding consulta tions with your new auditor to state
whether there were consultations in th e two most recent fiscal years and the
subsequent interim period through their engagement. See Item 304(a)(2) of
Regulation S-B.
4. We note you appointed Moore & Asso ciates LLC as your independent
accountants on April 28, 2006. It appears th ey are not a registered independent
accountant with the PCAOB. Please tell us how they meet the requirements of
Section 102 of the Sarbanes Oxley Act of 2002 .
5. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an upda ted Exhibit 16 letter from the former
accountants stating whether the accountant ag rees with the statements made in
your revised Form 8-K.
As appropriate, please respond to these co mments within five business days or
tell us when you will respond. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. Please furnish a cover
letter that keys your respons es to our comments and provide s any requested information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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 Commission from taking any action with respect to the filing; and
Ms. Jenifer Osterwalder
FUSA Capital Corporation
May 1, 2006 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.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Christine Davis, Sta ff Accountant, at ( 202) 551-3408 or me at
(202) 551-3489 if you have questions regarding these comments.
S i n c e r e l y ,
Brad Skinner
A c c o u n t i n g B r a n c h C h i e f