SEC Comment Letter for CarbonMeta Technologies, Inc. (CIK 0001156784) — Dec 12, 2005
CarbonMeta Technologies, Inc. (CIK 0001156784)
Date: Dec. 12, 2005 · CIK: 0001156784 · Accession: 0000000000-05-061721
AI Filing Summary & Sentiment
File numbers found in text: 333-127368
Referenced dates: October 28, 2005
Letter
Room 4561 Walter K. Weisel Chief Executive Officer Innova Holdings, Inc. 17105 San Carlos Boulevard, Suite A1651 Fort Myers, Florida 33931 Form 10-KSB/A for Fiscal Year Ended December 31, 2004 Filed on November 22, 2005 Forms 10-QSB/A for Fiscal Quarters Ended March 31, 2005 and June 30, 2005 Filed on November 22, 2005 Form 10-QSB for Fiscal Quarter Ended September 30, 2005 Filed on November 21, 2005
Re: Innova Holdings, Inc. Amendment No. 2 to Registration Statement on Form SB-2 Filed November 28, 2005 File No. 333-127368
Dear Mr. Weisel:
This is to advise you that we have limited our review of the above-referenced filings to the responses to our comment letter dated October 28, 2005 and other matters addressed in the comments below.
Registration Statement on Form SB-2, as amended
Risk Factors page 5 1. We note your revised risk factors concerning the ineffectiveness of the company`s disclosure controls and procedures and internal controls over financial reporting. However, we note that the risk factor merely provides a factual discussion of the factors that led to your determinations and a discussion of the remediation measures. As previously requested, please revise to disclose the ramifications of your ineffective internal and disclosure controls for potential investors with specific emphasis on how this ineffectiveness makes the offering speculative or risky. See Item 503 of Regulation S- B.
Selling Stockholders, page 13 2. We refer you to comment 4 of our letter dated October 28, 2005. Please revise to disclose the services provided by Monitor Capital as disclosed in your supplemental response.
Plan of Operations, page 23 3. We note your revised disclosure in response to comment 6 of our letter dated October 28, 2005. However, we note that the discussion of the specific effects on liquidity is contained only in your Form 10-QSB and not in this amended Form SB-2. Please revise to include the paragraph that discusses the remedial measures effects on liquidity. Market Price of and Dividends on the Registrant`s Common Equity and Other Stockholder Matters Reports to Security Holders, page 58 4. Please revise this section to include the new address of the SEC Headquarters at 100 F Street, N.E. Washington, D.C. 20549.
Form 10-QSB for the Fiscal Quarter Ended September 30, 2005 5. Please confirm that in any subsequent certifications made pursuant to Item 601(b)(31) of Regulation S-B you will provide the language as exactly stated in Item 601(b)(31). For example, we note in paragraphs 2, 3, 4(a), 4(b), 4(c) you reference "quarterly report" and not "report" generally. Please note that only paragraph 1 should specify the type of report. * * *
If you have any questions, please contact Adam Halper at (202) 551-3482. If you require additional assistance you may contact me at (202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
Show Raw Text
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<TEXT>
December 12, 2005
Room 4561
Walter K. Weisel
Chief Executive Officer
Innova Holdings, Inc.
17105 San Carlos Boulevard, Suite A1651
Fort Myers, Florida 33931
Re: Innova Holdings, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed November 28, 2005
File No. 333-127368
Form 10-KSB/A for Fiscal Year Ended December 31, 2004
Filed on November 22, 2005
Forms 10-QSB/A for Fiscal Quarters Ended March 31, 2005 and
June 30, 2005
Filed on November 22, 2005
Form 10-QSB for Fiscal Quarter Ended September 30, 2005
Filed on November 21, 2005
Dear Mr. Weisel:
This is to advise you that we have limited our review of the
above-referenced filings to the responses to our comment letter
dated
October 28, 2005 and other matters addressed in the comments
below.
Registration Statement on Form SB-2, as amended
Risk Factors page 5
1. We note your revised risk factors concerning the
ineffectiveness
of the company`s disclosure controls and procedures and internal
controls over financial reporting. However, we note that the risk
factor merely provides a factual discussion of the factors that
led
to your determinations and a discussion of the remediation
measures.
As previously requested, please revise to disclose the
ramifications
of your ineffective internal and disclosure controls for potential
investors with specific emphasis on how this ineffectiveness makes
the offering speculative or risky. See Item 503 of Regulation S-
B.
Selling Stockholders, page 13
2. We refer you to comment 4 of our letter dated October 28, 2005.
Please revise to disclose the services provided by Monitor Capital
as
disclosed in your supplemental response.
Plan of Operations, page 23
3. We note your revised disclosure in response to comment 6 of our
letter dated October 28, 2005. However, we note that the
discussion
of the specific effects on liquidity is contained only in your
Form
10-QSB and not in this amended Form SB-2. Please revise to
include
the paragraph that discusses the remedial measures effects on
liquidity.
Market Price of and Dividends on the Registrant`s Common Equity
and
Other Stockholder Matters
Reports to Security Holders, page 58
4. Please revise this section to include the new address of the
SEC
Headquarters at 100 F Street, N.E. Washington, D.C. 20549.
Form 10-QSB for the Fiscal Quarter Ended September 30, 2005
5. Please confirm that in any subsequent certifications made
pursuant to Item 601(b)(31) of Regulation S-B you will provide the
language as exactly stated in Item 601(b)(31). For example, we
note
in paragraphs 2, 3, 4(a), 4(b), 4(c) you reference "quarterly
report"
and not "report" generally. Please note that only paragraph 1
should
specify the type of report.
* * *
If you have any questions, please contact Adam Halper at
(202)
551-3482. If you require additional assistance you may contact me
at
(202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Eric Pinero
Sichenzia Ross Friedman Ference LLP
Fax: (212) 930-9725
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Walter K. Weisel
Innova Holdings, Inc.
December 12, 2005
Page 1
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