SEC Comment Letter for SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903) (FCCN) — Jul 22, 2008
SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903)
Date: July 22, 2008 · CIK: 0001131903 · Accession: 0000000000-08-036350
AI Filing Summary & Sentiment
File numbers found in text: 000-50274
Letter
Mail Stop 4561 July 21, 2008 Ms. Jenifer Osterwalder Chief Executive Officer FUSA Capital Corporation 1420 Fifth Avenue 22 nd Floor Seattle, WA 98101 Re: FUSA Capital Corporation Form 10-KSB for Fiscal Year Ended December 31, 2007 Filed March 31, 2008 File No. 000-50274
Dear Ms. Osterwalder:
We have reviewed your filing and have the following comments. We have limited our review of your filing to the disclo sures pertaining to the evaluation of your internal control over financial reporting. Sp ecifically, we have reviewed your filing to determine if you conducted the evaluation of your internal cont rol over financial reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiv eness of your internal control over financial reporting, as required by Item 308T(a) of Regul ation S-B. Where indicated, we think you should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explana tion as to why a revision is not necessary. Please be as detailed as n ecessary in your explanation. Form 10-KSB for Fiscal Y ear Ended December 31, 2007
Item 8A. Controls a nd Procedures, page 27
1. It does not appear that your management has performed its assessment of internal control over financial reporting as of December 31, 2007. Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of intern al control over financial reporting.
If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's repor t on internal control over financial reporting.
Ms. Jenifer Osterwalder FUSA Capital Corporation July 21, 2008 Page 2 In performing your evaluation, you may find the following documents helpful: the Commission’s release Amendments to Rules Regarding Management’s Report on Internal Control Over Financial Reporting (Securities Act Release 8809/Financial Reporting Release 76). You can find this release at: http://www.sec.gov/rules/final/2007/33-8809.pdf ;
the Commission’s release Commission Guidance Regarding Management’s Report on Internal Control Over Financ ial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Securities Act Release 8010/Financial Reporting Release 77). You can find this release at: http://sec.gov/rules/interp/2007/33-8810.pdf ; and
the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml ).
2. Please consider whether management’s failu re to perform or complete its report on internal control over financial repor ting impacts its conclu sions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2007 and revise your disclosure as appropriate. 3. We note your disclosure that your chie f executive and chief financial officers concluded your disclosure c ontrols and procedures were effective to ensure that the “information required to be disclosed in [y]our reports filed or submitted under the Exchange Act is recorded, pro cessed, summarized, and reported within the requisite time periods.” This effectiveness conclusion is stated in terms that are more limited in scope than the definition of “disclosure controls and procedures” in Exchange Act Rule 13 a-15(e). The rule requires, among other matters, that the disclosure controls and procedures be designed “to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act…is accumulated and communicated to the issuer's management, including its principal executiv e and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” Please revi se your disclosures to state whether the effectiveness conclusions of the CEO a nd CFO were made with respect to the company’s disclosure controls and proce dures as defined in Exchange Act Rule 13a-15(e). Exhibit 31.1 and 31.2
4. We note that you filed your Principal Ex ecutive Officer and Principal Financial Officer certifications under Item 601(b)(3 1) of Regulation S-B. Please revise
Ms. Jenifer Osterwalder FUSA Capital Corporation July 21, 2008 Page 3 these certifications to include the intr oductory language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-B.
* * * * * * * Please note that the failure to perfor m management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs- kinterp.htm . Please understand that the purpose of our review 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. We urge all persons who are responsible for the accuracy and 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 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.
Ms. Jenifer Osterwalder FUSA Capital Corporation July 21, 2008 Page 4 You may contact Mark Sh annon, Staff Accountant, at (202) 551-3299 or me at (202) 551-3408 if you have questions regarding these comments. S i n c e r e l y , C h r i s t i n e D a v i s Assistant Chief Accountant
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Mail Stop 4561 July 21, 2008 Ms. Jenifer Osterwalder Chief Executive Officer FUSA Capital Corporation 1420 Fifth Avenue 22
nd Floor
Seattle, WA 98101
Re: FUSA Capital Corporation
Form 10-KSB for Fiscal Year Ended December 31, 2007 Filed March 31, 2008 File No. 000-50274
Dear Ms. Osterwalder:
We have reviewed your filing and have the following comments. We have
limited our review of your filing to the disclo sures pertaining to the evaluation of your
internal control over financial reporting. Sp ecifically, we have reviewed your filing to
determine if you conducted the evaluation of your internal cont rol over financial
reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an
assessment and a conclusion as to the effectiv eness of your internal control over financial
reporting, as required by Item 308T(a) of Regul ation S-B. Where indicated, we think you
should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explana tion as to why a revision is not necessary.
Please be as detailed as n ecessary in your explanation.
Form 10-KSB for Fiscal Y ear Ended December 31, 2007
Item 8A. Controls a nd Procedures, page 27
1. It does not appear that your management has performed its assessment of internal
control over financial reporting as of December 31, 2007. Since you were required to file or filed an annual report for the prior fiscal year, it appears you are
required to report on your management’s assessment of intern al control over
financial reporting.
If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's repor t on internal control over financial
reporting.
Ms. Jenifer Osterwalder
FUSA Capital Corporation
July 21, 2008 Page 2 In performing your evaluation, you may find the following documents helpful:
the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting (Securities Act Release
8809/Financial Reporting Release 76). You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;
the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financ ial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77). You can find this release at:
http://sec.gov/rules/interp/2007/33-8810.pdf ; and
the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).
2. Please consider whether management’s failu re to perform or complete its report
on internal control over financial repor ting impacts its conclu sions regarding the
effectiveness of your disclosure controls and procedures as of December 31, 2007
and revise your disclosure as appropriate.
3. We note your disclosure that your chie f executive and chief financial officers
concluded your disclosure c ontrols and procedures were effective to ensure that
the “information required to be disclosed in [y]our reports filed or submitted
under the Exchange Act is recorded, pro cessed, summarized, and reported within
the requisite time periods.” This effectiveness conclusion is stated in terms that are more limited in scope than the definition of “disclosure controls and procedures” in Exchange Act Rule 13 a-15(e). The rule requires, among other
matters, that the disclosure controls and procedures be designed “to ensure that
information required to be disclosed by the issuer in the reports that it files or
submits under the Act…is accumulated and communicated to the issuer's management, including its principal executiv e and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.” Please revi se your disclosures to state whether the
effectiveness conclusions of the CEO a nd CFO were made with respect to the
company’s disclosure controls and proce dures as defined in Exchange Act Rule
13a-15(e).
Exhibit 31.1 and 31.2
4. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certifications under Item 601(b)(3 1) of Regulation S-B. Please revise
Ms. Jenifer Osterwalder
FUSA Capital Corporation
July 21, 2008 Page 3
these certifications to include the intr oductory language of paragraph 4 and the
language of paragraph 4(b) of Item 601(b)(31) of Regulation S-B.
* * * * * * *
Please note that the failure to perfor m management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms that are
predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
Please understand that the purpose of our review 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.
We urge all persons who are responsible for the accuracy and 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
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.
Ms. Jenifer Osterwalder
FUSA Capital Corporation July 21, 2008 Page 4
You may contact Mark Sh annon, Staff Accountant, at (202) 551-3299 or me at
(202) 551-3408 if you have questions regarding these comments.
S i n c e r e l y ,
C h r i s t i n e D a v i s Assistant Chief Accountant