SEC Comment Letter for TRANSCOMMUNITY FINANCIAL CORP (CIK 0001140249) — Jul 21, 2005
TRANSCOMMUNITY FINANCIAL CORP (CIK 0001140249)
Date: July 21, 2005 · CIK: 0001140249 · Accession: 0000000000-05-037378
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Mail Stop 4561
July 8, 2005
By U.S. Mail and facsimile to (804) 934-9299
Mr. William C. Wiley
Chief Executive Officer
TransCommunity Financial Corporation
4235 Innslake Drive
Glen Allen, Virginia 23060
Re: TransCommunity Financial Corporation
Form 8-K filed May 12, 2005
Supplemental Response dated July 1, 2005
File No. 0-33355
Dear Mr. Wiley:
We have reviewed your filing and supplemental response and
have
the following comments. Where indicated, we think you should
revise
your document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with more information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.
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.
1. We note your response to our prior comment and are unable to
concur with your conclusion that because the error did not occur
until after December 31, 2004 it should not be considered as a
basis
for concluding that your disclosure controls and procedures were
not
effective as of December 31, 2004 as well as March 31, 2005. In
your
March 31, 2005 Form 10-QSB, we further note that your Item 3
disclosures refer to the error identified in your consolidation
process as a significant deficiency in your internal controls over
financial reporting. Please advise us as follows:
* Tell us how you concluded that because this error was not
identified until after year-end, it should not be considered by
your
certifying officers in their reassessment of your disclosure
controls
and procedures as of December 31, 2004 and March 31, 2005.
Specifically address the fact that the deficiency in your internal
controls resulted in the restatement of your December 31, 2004
financial statements.
* At the 2004 AICPA National Conference on Current SEC and PCAOB
Developments, members of the SEC staff clarified that to the
extent
internal controls over financial reporting impact public
disclosure,
disclosure controls and procedures are inclusive of such internal
controls. Given that your error related to an item of public
disclosure, tell us how you overcame the presumption that your
disclosure controls and procedures were not effective.
2. Please revise your Item 8A disclosure in your Form 10-KSB/A for
the year ended December 31, 2004 to explain why your certifying
officers continue to believe that your disclosure controls and
procedures were effective as of December 31, 2004, after
considering
the fact that the financial statements were required to be
restated.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
You may direct any questions regarding this comment to me at (202)
551-3426.
Sincerely,
Angela Jackson
Staff Accountant
??
(..continued)
Mr. William C. Wiley
TransCommunity Financial Corporation
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