SEC Comment Letter for Sunworks, Inc. (SUNWQ) (CIK 0001172631) — Oct 19, 2005
Sunworks, Inc. (SUNWQ) (CIK 0001172631)
Date: Oct. 19, 2005 · CIK: 0001172631 · Accession: 0000000000-05-053277
AI Filing Summary & Sentiment
File numbers found in text: 333-127080
Letter
Mail Stop 3561 October 18, 2005 Roland Bryan President, CEO and Chairman MachineTalker, Inc. 513 De La Vina Street Santa Barbara, California 93101
RE: MachineTalker, Inc. Amendment No. 2 to Form SB-2 Filed October 11, 2005 File No. 333-127080
Dear Mr. Bryan:
We have reviewed your filing 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 information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Management`s Discussion and Analysis, page I-43
Current Overview, page I-46 1. We note your response to our prior comment two. Please describe how increases in staffing contributed to your research and development costs. As part of your description, indicate what the staffing involved. In this regard, we note that you have included staff salaries already in general and administrative expenses.
Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-18 2. We note your response to our prior comment six. Tell us in more detail when KBR accepted each deliverable, as specified in your contract with KBR.
* * * *
As appropriate, please amend your registration statement in response to these comments. 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.
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 information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Nicole Holden, Staff Accountant, at (202) 551- 3374, or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836, if you have any questions regarding comments on the financial statements and related matters. Please contact Cheryl Grant, Staff Attorney, at (202) 551-3359, or Albert Pappas, Senior Staff Attorney, at (202) 551-3378, with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
October 18, 2005
Roland Bryan
President, CEO and Chairman
MachineTalker, Inc.
513 De La Vina Street
Santa Barbara, California 93101
RE: MachineTalker, Inc.
Amendment No. 2 to Form SB-2
Filed October 11, 2005
File No. 333-127080
Dear Mr. Bryan:
We have reviewed your filing 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
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Management`s Discussion and Analysis, page I-43
Current Overview, page I-46
1. We note your response to our prior comment two. Please
describe
how increases in staffing contributed to your research and
development costs. As part of your description, indicate what the
staffing involved. In this regard, we note that you have included
staff salaries already in general and administrative expenses.
Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-18
2. We note your response to our prior comment six. Tell us in
more
detail when KBR accepted each deliverable, as specified in your
contract with KBR.
* * * *
As appropriate, please amend your registration statement in
response to these comments. 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.
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 information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
You may contact Nicole Holden, Staff Accountant, at (202)
551-
3374, or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836,
if
you have any questions regarding comments on the financial
statements
and related matters. Please contact Cheryl Grant, Staff Attorney,
at
(202) 551-3359, or Albert Pappas, Senior Staff Attorney, at (202)
551-3378, with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: via facsimile (310-393-2004)
Mark Richardson, Esq.
Richardson & Associates
??
??
??
??
Mr. Bryan
MachineTalker, Inc.
October 18, 2005
Page 2
</TEXT>
</DOCUMENT>