SEC Comment Letter for MICROMED CARDIOVASCULAR INC (CIK 0001269515) — Apr 21, 2005
MICROMED CARDIOVASCULAR INC (CIK 0001269515)
Date: April 21, 2005 · CIK: 0001269515 · Accession: 0000000000-05-019516
AI Filing Summary & Sentiment
File numbers found in text: 333-111996
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Mail Stop 0308 April 21, 2005
Pete Smith
President and Director
Salmon Express, Inc.
6604 Topaz Drive
Vernon, BC, Canada V1H 1NS
Re: Salmon Express, Inc.
Preliminary Information Statement on Schedule 14C
Amended March 30, 2005
Form 10-QSB for the quarterly period ended February 28, 2005
Filed April 14, 2005
File No. 333-111996
Dear Mr. Smith:
We have reviewed your amended filings and have the following
comments. Where indicated, we think you should revise your
documents
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 supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
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
filings.
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.
General
1. Please update to incorporate your February 28, 2005 Form 10-
QSB.
See Item 310(g) of Regulation S-B.
2. We note your response to our prior comment 2. Currently, you
are
no longer required to file reports under Section 15(d) of the
Exchange Act. Tell us whether you will be required to file
reports
with the Commission after the consummation of the merger, and if
so,
how you intend to resume your reporting obligations.
3. We note your response to our prior comment 3. You have
included
disclosure regarding your reporting obligations at the end of the
preliminary information statement on page 62. Please relocate the
section Reporting Obligations to a more appropriate and prominent
part of the document.
Schedule 14C
Structure of the Merger, page 9
4. We note your response to our prior comment 11. Please identify
by
name all parties who are paying Mr. Pete Smith cash for the shares
he
owns. Also, disclose the aggregate dollar value of consideration
Mr.
Smith will receive. In addition, even though you have appended
the
share cancellation agreement to the information statement, please
discuss the material terms of the agreement in this section.
Financial and Other Information, page 46
5. We reissue our prior comment 29. If you are seeking to rely on
Item 14(e)(2) of Schedule 14A, please disclose that you are both
including the annual report with and incorporating by reference
the
annual report to your information statement.
Pro Forma Financial Information, page 50
6. We have considered your response to comment 34 and we reissue
part
of our previous comment. Please reconcile the change in
convertible
preferred stock dividends and accretion and weighted average
shares
outstanding between the historical and pro forma loss per share
amounts. The impact of each Series of preferred stock and debt
converted into common stock should be shown separately in this
reconciliation.
Management`s Discussion and Analysis
Related Party Transactions, page 53
7. We note your response to our prior comment 38. Please identify
by
name the shareholders with whom you contracted the bridge loan of
December 2004.
Exhibit I, Financial Statements MicroMed Technology, Inc.
8. Please include a manually signed report of your previous audit
firm covering the period from inception through December 31, 2000.
Please refer to Rule 2-02 of Regulation S-X.
9. Please confirm to us, if true, that your recent appointment of
Mr.
Michael A. Rutledge to the position of vice president and
controller
does not result in a conflict of interest under Section 206 of the
Sarbanes-Oxley Act of 2002. In this regard we note that Mr.
Rutledge
was most recently employed with Ernst & Young LLP, your
independent
registered public accounting firm.
Salmon Express Form 10-QSB for the quarterly period ended February
28, 2004
Item 3. Controls and Procedures
10. We reissue our prior comment 56 here. You state that there
have
been no significant changes in your internal controls over
financial
reporting that occurred during the fiscal quarter covered by this
quarterly report that has materially affected, or is reasonably
likely to materially affect, your internal control over financial
reporting. Item 308(c) of Regulation S-B requires you to disclose
any change in your internal controls over financial reporting over
the last quarter that has materially affected, or is reasonably
likely to materially affect, your internal controls. Please amend
your periodic report to reflect the correct Item 308(c) standard.
Exhibit 31
11. Please note your prior comment 57. This Section 302
certification reflects an outdated version. Please amend your
periodic report to provide the exact language pursuant to Item 601
of
Regulation S-B. Refer to SEC Adoptive Release 33-8238, dated
August
14, 2003.
* * *
As appropriate, please amend your filings and respond to
these
comments within 10 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 supplemental 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 contact Anthony Watson, Staff Accountant, at (202)
942-
7781, or George Ohsiek, Accounting Branch Chief, at (202) 942-1803
if
you have questions on the financial statements and related
matters.
Please contact Pradip Bhaumik, Attorney-Advisor, at (202) 942-
1776,
David Mittelman, Legal Branch Chief, at (202) 942-1921, or me at
(202) 942-1900 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc. John Karlsson, Esq.
Suite 1100, 475 Howe Street
Vancouver, British Columbia
Canada V6C 2B3
Thomas J. Poletti, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
10100 Santa Monica Boulevard, 7th Floor
Los Angeles, CA 90067
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Salmon Express, Inc.
April 21, 2005
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