SEC Company Response from HOUSTON AMERICAN ENERGY CORP (AGIG, HUSA) (CIK 0001156041) (AGIG) — Nov 20, 2006
HOUSTON AMERICAN ENERGY CORP (AGIG, HUSA) (CIK 0001156041)
Date: Nov. 20, 2006 · CIK: 0001156041 · Accession: 0001140361-06-016769
AI Filing Summary & Sentiment
Reasoning
Referenced dates: November 13, 2006
Letter
November 17, 2006 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Jill S. Davis
RE: Houston American Energy Corp. Form 8-K filed November 9, 2006 Form 10-QSB/A for the Fiscal Quarter Ended September 30, 2006 Filed November 13, 2006 File No. 0-33027
Dear Ms. Davis:
Filed simultaneous herewith, via EDGAR, please find Amendment No. 1 to the above referenced Form 8-K and Amendment No. 2 to the above referenced Form 10-QSB/A.
Set forth below are the Staff's comments, as set forth in the Staff's letter dated November 13, 2006, followed by our responses, which are numbered to correspond with the numbers set forth in the Staff's comment letter.
Form 8-K Filed November 9, 2006 -------------------------------
Comment:
1. We note your disclosure that indicates your independent accountants informed you that certain previously filed financial statements should not be relied upon. If true please refer to Item 4.02(b) of Form 8-K and provide a statement of whether the audit committee, board of directors or authorized officers discussed with independent accountants the matters disclosed in the filing made under this Item 4.02 Form 8-K.
Company Response:
Authorized officers of the company discussed with the independent accountants the matters disclosed in the filing made under the Item 4.02 Form 8-K.
The Form 8-K has been amended to affirmatively state that management discussed the matters disclosed in the Form 8-K with the independent accountants.
<PAGE> Comment:
2. Please refer to Item 4.02(c) of Form 8-K and confirm that you provided your independent accountant with a copy of the disclosures you have made under this Item 4.02.
Company Response
The company confirms that it provided a copy of the disclosures made under Item 4.02 to its independent accountant prior to filing of the subject Form 8-K. The amended Form 8-K filed simultaneous herewith confirms the same.
Comment:
3. Please request your independent accountants furnish to you a letter addressed to the Commission stating whether or not they agree with the statements you have made in this Item 4.02 Form 8-K.
Company Response:
A letter from our independent accountants has been requested and received stating their agreement with the statements made in the Item 4.02 Form 8-K.
Comment:
4. Please amend this Form 8-K to file the independent accountant's letter as an exhibit.
Company Response:
The Form 8-K has been amended to include the accountant's letter referred to in comment 3 as an exhibit.
Comment:
5. Please clarify your disclosure and explain to us who has prepared your financial statements for the year ended December 31, 2005. We note that your disclosure which indicates that the need to restate the financial statements was determined by your independent public accountants in conjunction with the preparation of your financial statements. Please advise.
Company Response:
The Form 8-K has been amended to clarify that the advice from the independent accountants was given in conjunction with the "audit" as opposed to the "preparation" of the financial statements.
For clarification, the financial statements were prepared by company personnel, including contract accounting personnel, and not by the independent public accountants.
<PAGE> Comment:
6. Please clarify when exactly the determination was made that your financial statements required restating. We note disclosure indicates February 3, 2006 but also March 2006.
Company Response:
The reference to March 2006 was in error. The February 3, 2006 date is the correct date. The March 2006 has been deleted from the amended Form 8-K.
Comment:
7. Please note that disclosure is required under Item 4.02 of Form 8-K within four business days upon determination that previously issued financial statements should not be relied upon. Please explain why you have not filed this Form 8-K within the time frame required by the Form. Also, tell us whether you have considered the timeliness of required disclosures in your disclosure controls and procedures conclusions for all subsequent filings where an effectiveness conclusion is required.
Company Response:
The Company is aware of the filing deadline for the Item 4.02 Form 8-K. The Company included disclosure in its Form 10-KSB for the year ended December 31, 2005 indicating that the financial statements in question would be restated and the previously filed financial statements should not be relied upon. The failure to file the Form 8-K on a timely basis was an oversight on the part of the Company and was a by-product of the limited resources available to the Company at the time in question which predated the hiring of its Chief Financial Officer and the formation of its audit committee.
The Company has considered the timeliness of required disclosures in its disclosure controls and procedures conclusions for subsequent filings where an effectiveness conclusion is required, including the formation of the audit committee, hiring of a Chief Financial Officer and other steps taken to assure that disclosure is made in a timely manner.
Form 10-QSB/A for the Quarter Ended September 30, 2006 ------------------------------------------------------
Controls and Procedures, page 18 --------------------------------
Comment:
8. Please clarify your disclosure that indicates certain stock option grants were not properly accounted for. We are unable to locate any related discussion to this matter in your Item 4.02 Form 8-K. In addition, please direct us to where you have otherwise discussed and disclosed the nature and amount of the restatement associated with stock option grants.
<PAGE> Company Response:
The reference in the Controls and Procedures discussion in the 10-QSB/A relating to stock option grants not being properly accounted for relate to procedural weaknesses relating to the timing of recording the expense associated with certain non-employee option grants during the fourth quarter of 2005. The expense in question was recorded within the proper period but only after the independent accountants identified the Company's failure to record the same.
Because the options were in fact properly accounted for in the reports filed with the Commission, there is no disclosure of the same in the Item 4.02 Form 8-K and no restatement was required.
Moreover, because the weakness in question related to fourth quarter 2005 transactions the weakness did not exist when evaluating the controls and procedures at September 30, 2005. Accordingly, the Form 10-QSB/A for the quarter ended September 30, 2005 has been further amended to eliminate the reference to failure to properly account for certain stock option grants.
Acknowledgements ----------------
The Company hereby acknowledges 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 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 Unites States.
Please address any comments or questions to the undersigned at the address set forth above.
Sincerely,
John F. Terwilliger
President
Show Raw Text
<DOCUMENT>
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<FILENAME>filename1.txt
<TEXT>
HOUSTON AMERICAN ENERGY CORP.
801 TRAVIS, SUITE 2020
HOUSTON, TEXAS 77002
TELEPHONE (713) 222-6966
FACSIMILE (713) 222-6440
November 17, 2006
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jill S. Davis
RE: Houston American Energy Corp.
Form 8-K filed November 9, 2006
Form 10-QSB/A for the Fiscal Quarter Ended September 30, 2006
Filed November 13, 2006
File No. 0-33027
Dear Ms. Davis:
Filed simultaneous herewith, via EDGAR, please find Amendment No. 1 to the above
referenced Form 8-K and Amendment No. 2 to the above referenced Form 10-QSB/A.
Set forth below are the Staff's comments, as set forth in the Staff's letter
dated November 13, 2006, followed by our responses, which are numbered to
correspond with the numbers set forth in the Staff's comment letter.
Form 8-K Filed November 9, 2006
-------------------------------
Comment:
1. We note your disclosure that indicates your independent accountants
informed you that certain previously filed financial statements should not
be relied upon. If true please refer to Item 4.02(b) of Form 8-K and
provide a statement of whether the audit committee, board of directors or
authorized officers discussed with independent accountants the matters
disclosed in the filing made under this Item 4.02 Form 8-K.
Company Response:
Authorized officers of the company discussed with the independent accountants
the matters disclosed in the filing made under the Item 4.02 Form 8-K.
The Form 8-K has been amended to affirmatively state that management discussed
the matters disclosed in the Form 8-K with the independent accountants.
<PAGE>
Comment:
2. Please refer to Item 4.02(c) of Form 8-K and confirm that you provided your
independent accountant with a copy of the disclosures you have made under
this Item 4.02.
Company Response
The company confirms that it provided a copy of the disclosures made under Item
4.02 to its independent accountant prior to filing of the subject Form 8-K. The
amended Form 8-K filed simultaneous herewith confirms the same.
Comment:
3. Please request your independent accountants furnish to you a letter
addressed to the Commission stating whether or not they agree with the
statements you have made in this Item 4.02 Form 8-K.
Company Response:
A letter from our independent accountants has been requested and received
stating their agreement with the statements made in the Item 4.02 Form 8-K.
Comment:
4. Please amend this Form 8-K to file the independent accountant's letter as
an exhibit.
Company Response:
The Form 8-K has been amended to include the accountant's letter referred to in
comment 3 as an exhibit.
Comment:
5. Please clarify your disclosure and explain to us who has prepared your
financial statements for the year ended December 31, 2005. We note that
your disclosure which indicates that the need to restate the financial
statements was determined by your independent public accountants in
conjunction with the preparation of your financial statements. Please
advise.
Company Response:
The Form 8-K has been amended to clarify that the advice from the independent
accountants was given in conjunction with the "audit" as opposed to the
"preparation" of the financial statements.
For clarification, the financial statements were prepared by company personnel,
including contract accounting personnel, and not by the independent public
accountants.
<PAGE>
Comment:
6. Please clarify when exactly the determination was made that your financial
statements required restating. We note disclosure indicates February 3,
2006 but also March 2006.
Company Response:
The reference to March 2006 was in error. The February 3, 2006 date is the
correct date. The March 2006 has been deleted from the amended Form 8-K.
Comment:
7. Please note that disclosure is required under Item 4.02 of Form 8-K within
four business days upon determination that previously issued financial
statements should not be relied upon. Please explain why you have not filed
this Form 8-K within the time frame required by the Form. Also, tell us
whether you have considered the timeliness of required disclosures in your
disclosure controls and procedures conclusions for all subsequent filings
where an effectiveness conclusion is required.
Company Response:
The Company is aware of the filing deadline for the Item 4.02 Form 8-K. The
Company included disclosure in its Form 10-KSB for the year ended December 31,
2005 indicating that the financial statements in question would be restated and
the previously filed financial statements should not be relied upon. The
failure to file the Form 8-K on a timely basis was an oversight on the part of
the Company and was a by-product of the limited resources available to the
Company at the time in question which predated the hiring of its Chief Financial
Officer and the formation of its audit committee.
The Company has considered the timeliness of required disclosures in its
disclosure controls and procedures conclusions for subsequent filings where an
effectiveness conclusion is required, including the formation of the audit
committee, hiring of a Chief Financial Officer and other steps taken to assure
that disclosure is made in a timely manner.
Form 10-QSB/A for the Quarter Ended September 30, 2006
------------------------------------------------------
Controls and Procedures, page 18
--------------------------------
Comment:
8. Please clarify your disclosure that indicates certain stock option grants
were not properly accounted for. We are unable to locate any related
discussion to this matter in your Item 4.02 Form 8-K. In addition, please
direct us to where you have otherwise discussed and disclosed the nature
and amount of the restatement associated with stock option grants.
<PAGE>
Company Response:
The reference in the Controls and Procedures discussion in the 10-QSB/A relating
to stock option grants not being properly accounted for relate to procedural
weaknesses relating to the timing of recording the expense associated with
certain non-employee option grants during the fourth quarter of 2005. The
expense in question was recorded within the proper period but only after the
independent accountants identified the Company's failure to record the same.
Because the options were in fact properly accounted for in the reports filed
with the Commission, there is no disclosure of the same in the Item 4.02 Form
8-K and no restatement was required.
Moreover, because the weakness in question related to fourth quarter 2005
transactions the weakness did not exist when evaluating the controls and
procedures at September 30, 2005. Accordingly, the Form 10-QSB/A for the
quarter ended September 30, 2005 has been further amended to eliminate the
reference to failure to properly account for certain stock option grants.
Acknowledgements
----------------
The Company hereby acknowledges 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
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 Unites States.
Please address any comments or questions to the undersigned at the address set
forth above.
Sincerely,
John F. Terwilliger
President
cc: James Jacobs
Michael Sanders, Esq.
Jason Ramey
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