SEC Comment Letter for SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903) (FCCN) — Sep 3, 2009
SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903)
Date: Sept. 3, 2009 · CIK: 0001131903 · Accession: 0000000000-09-048839
AI Filing Summary & Sentiment
Letter
September 1, 2009
Via U.S. Mail and Facsimile to Jenifer Osterwalder Chief Executive Officer Fusa Capital Corp. 701 Fifth Avenue, Suite 4200 Seattle, WA 98104 Dear Ms. Osterwalder: Your most recent Form 10-K, filed April 14, 2009, includes financial statements audited by Moore and Associates Chartere d (“Moore”). On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registrati on of Moore because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. Yo u can find a copy of the order at http: http://www.pcaobus.org/Enforcement/Disci plinary_Proceedings/2009/08-27_Moore.pdf
As Moore is no longer registered with th e PCAOB, you may not in clude Moore’s audit reports or consents in your filings with the Commission made on or after August 27, 2009. If Moore audited a year that you are required to include in your filings with the Commission, then you should engage a firm that is registered w ith the PCAOB to re-audit that year. Please amend your Item 4.01 Form 8-K, filed August 7, 2009, to disclose that the PCAOB revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. If you are unable to obtain an amended Exhib it 16 letter for an amended Form 8-K, please disclose this fact in the Form 8-K/A.
Once you explain Moore’s registra tion revocation in an Item 4.01 Form 8-K, you do not need to repeat this disclosure in your next Form 10-K.
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 al l information required under the Securities Exchange Act of 1934 and that they have provided all informa tion investors require for an informed investment decision. Since the company and its management are in possession of a ll facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Jenifer Osterwalder Fusa Capital Corp. September 1, 2009 Page 2 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 disclo sure in the filing;
• staff comments or changes to disclosure in re sponse 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 advised th at the Division of Enforcement has access to all information you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in response to our comments on your filing. Any amendment to Form 8-K should be filed wi thin four business days of receipt of this letter. Please advise us as to how you intend to address any re-audit requ irements no later than September 11, 2009. If you have any questions, you ma y contact David Edgar, Staff Accountant at (202) 551-3459 or the undersigned at (202) 551-3226 if you have any questions regarding comments on the financial statements and related matters. Sincerely,
C r a i g W i l s o n Senior Assistant Chief Accountant
Show Raw Text
September 1, 2009
Via U.S. Mail and Facsimile to
Jenifer Osterwalder Chief Executive Officer
Fusa Capital Corp.
701 Fifth Avenue, Suite 4200 Seattle, WA 98104 Dear Ms. Osterwalder: Your most recent Form 10-K, filed April 14, 2009, includes financial statements audited by
Moore and Associates Chartere d (“Moore”). On August 27, 2009, the Public Company Accounting
Oversight Board ("PCAOB") revoked the registrati on of Moore because of violations of PCAOB
rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
noncooperation with a Board investigation. Yo u can find a copy of the order at http:
http://www.pcaobus.org/Enforcement/Disci plinary_Proceedings/2009/08-27_Moore.pdf
As Moore is no longer registered with th e PCAOB, you may not in clude Moore’s audit
reports or consents in your filings with the Commission made on or after August 27, 2009. If Moore audited a year that you are required to include in your filings with the Commission, then you should
engage a firm that is registered w ith the PCAOB to re-audit that year.
Please amend your Item 4.01 Form 8-K, filed August 7, 2009, to disclose that the PCAOB
revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and
auditing standards in auditing the financial statements, PCAOB rules and quality controls standards,
and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.
If you are unable to obtain an amended Exhib it 16 letter for an amended Form 8-K, please
disclose this fact in the Form 8-K/A.
Once you explain Moore’s registra tion revocation in an Item 4.01 Form 8-K, you do not need
to repeat this disclosure in your next Form 10-K.
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 al l information required under the Securities Exchange
Act of 1934 and that they have provided all informa tion investors require for an informed investment
decision. Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.
Jenifer Osterwalder
Fusa Capital Corp. September 1, 2009 Page 2
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 disclo sure in the filing;
• staff comments or changes to disclosure in re sponse 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 advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing. Any amendment to Form 8-K should be filed wi thin four business days of receipt of this
letter. Please advise us as to how you intend to address any re-audit requ irements no later than
September 11, 2009. If you have any questions, you ma y contact David Edgar, Staff Accountant at
(202) 551-3459 or the undersigned at (202) 551-3226 if you have any questions regarding comments
on the financial statements and related matters.
Sincerely,
C r a i g W i l s o n Senior Assistant Chief Accountant