SEC Comment Letter for DUOS TECHNOLOGIES GROUP, INC. (DUOT) (CIK 0001396536) (DUOT) — Jan 29, 2008
DUOS TECHNOLOGIES GROUP, INC. (DUOT) (CIK 0001396536)
Date: Jan. 29, 2008 · CIK: 0001396536 · Accession: 0000000000-08-005084
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-142429
Referenced dates: August 8, 2007
Letter
Mail Stop 4561 October 12, 2007 Joseph P. Coschera Chief Executive Officer Information Systems Associates, Inc. 2120 SW Danforth Circle Palm City FL 34990 Re: Information Systems Associates, Inc. Amendment No. 2 to Form SB-2 Filed on September 17, 2007 File No. 333-142429
Dear Mr. Coschera: We have reviewed your response and your amended filing and have the following comments. General
1. Please refer to prior comment 1 of our letter dated August 8, 2007. With respect to that portion of the comment rela ting to VAR relationships, you filed a subcontracting agreement with Aperture as exhibit 10.8 to the registration statement. Please ensure that you provide a materially comple te description of your relationship with Aperture, including a discussion of the vari ous services that you provide pursuant to this contract. We also suggest that you clarify in your exhibit index and elsewhere as appropr iate that the VAR agreement and the subcontracting agreement are one in the sa me. In addition, we note that you added disclosure regarding your relationship with Comcast Communications, a 41.39% customer at June 30, 2007, but you have not filed your agreement with Comcast as an exhibit pursuant to Item 601(b)(10) of Regulation S-B. Please advise. Please also advise as to why you do not list this entity on page 30.
Selling Security Holders, page 15
2. Please ensure that the column entitle d “Amount Owned After the Offering” specifies the number of securities to be held by the listed sell ing security holder assuming completion of the offering.
Joseph P. Coschera Information Systems Associates, Inc. October 12, 2007 Page 2
Business
Customers, page 30 3. Please refer to prior comment 16 of ou r letter dated August 8, 2007. We note your revised disclosure, however you have not prov ided us with an analysis as to the nature of the relationship between No rthrop Grumman and you. Do you have a master agreement with Northrop? What is the nature of the maintenance agreement that will terminate December 31, 2007?
Financial Statements Note A – Summary of Significant Accounting Policies
Business Activity, page 62 4. You disclose that, effective April 1, 2007, the insurance business was separated from the Company. Please explain your refere nce to “separated.” In this regard, please tell us whether the insurance busine ss was sold or discontinued. As part of your response, please tell us how you account ed for the separation and tell us how you considered the guidance in SFAS 144.
Revenue Recognition, page 62 5. Note that if an arrangement includes a combination of software, installation or maintenance services the arrangement would be considered a multiple-element arrangement. Therefore, please tell us how you have considered the guidance in SAB 104 and EITF 00-21 and revise your disclosures accordingly.
Share-Based Payments, page 64
6. We reissue comment number 24 because your reference to fair market value “according to the audit” does not provide us with any substantive information. Please tell us why it was a ppropriate to consistently value shares issued for services at the low end of the range that you have sold your stock. In this regard, we note that the fair value of shares issued for services was $0.05 when the indicated range was as high as $0.25. Also, please tell us where you have included detailed information regarding th ese transactions within your audited financial statements. Your current disc losures regarding these transactions are general in nature.
Joseph P. Coschera Information Systems Associates, Inc. October 12, 2007 Page 3
7. Your response to prior comment number 25 indicates that you have revised your disclosures however we are unable to lo cate such revisions. Please revise your disclosures on page 51 and 64 accordingly.
You may contact Christine Davis at 202-551-3408 or Ma rk Kronforst, Accounting Branch Chief, at 202-551-3451 if you have questions regarding comments on the financial statements and related matters. Pl ease address all other comments to me at 202- 551-3735. S i n c e r e l y , B a r b a r a C . J a c o b s A s s i s t a n t D i r e c t o r cc: Via facsimile: 772-286-3031
Information Systems Associates, Inc.
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Mail Stop 4561 October 12, 2007 Joseph P. Coschera Chief Executive Officer Information Systems Associates, Inc. 2120 SW Danforth Circle Palm City FL 34990 Re: Information Systems Associates, Inc. Amendment No. 2 to Form SB-2 Filed on September 17, 2007 File No. 333-142429 Dear Mr. Coschera: We have reviewed your response and your amended filing and have the following comments. General 1. Please refer to prior comment 1 of our letter dated August 8, 2007. With respect to that portion of the comment rela ting to VAR relationships, you filed a subcontracting agreement with Aperture as exhibit 10.8 to the registration statement. Please ensure that you provide a materially comple te description of your relationship with Aperture, including a discussion of the vari ous services that you provide pursuant to this contract. We also suggest that you clarify in your exhibit index and elsewhere as appropr iate that the VAR agreement and the subcontracting agreement are one in the sa me. In addition, we note that you added disclosure regarding your relationship with Comcast Communications, a 41.39% customer at June 30, 2007, but you have not filed your agreement with Comcast as an exhibit pursuant to Item 601(b)(10) of Regulation S-B. Please advise. Please also advise as to why you do not list this entity on page 30. Selling Security Holders, page 15 2. Please ensure that the column entitle d “Amount Owned After the Offering” specifies the number of securities to be held by the listed sell ing security holder assuming completion of the offering. Joseph P. Coschera Information Systems Associates, Inc. October 12, 2007 Page 2 Business Customers, page 30 3. Please refer to prior comment 16 of ou r letter dated August 8, 2007. We note your revised disclosure, however you have not prov ided us with an analysis as to the nature of the relationship between No rthrop Grumman and you. Do you have a master agreement with Northrop? What is the nature of the maintenance agreement that will terminate December 31, 2007? Financial Statements Note A – Summary of Significant Accounting Policies Business Activity, page 62 4. You disclose that, effective April 1, 2007, the insurance business was separated from the Company. Please explain your refere nce to “separated.” In this regard, please tell us whether the insurance busine ss was sold or discontinued. As part of your response, please tell us how you account ed for the separation and tell us how you considered the guidance in SFAS 144. Revenue Recognition, page 62 5. Note that if an arrangement includes a combination of software, installation or maintenance services the arrangement would be considered a multiple-element arrangement. Therefore, please tell us how you have considered the guidance in SAB 104 and EITF 00-21 and revise your disclosures accordingly. Share-Based Payments, page 64 6. We reissue comment number 24 because your reference to fair market value “according to the audit” does not provide us with any substantive information. Please tell us why it was a ppropriate to consistently value shares issued for services at the low end of the range that you have sold your stock. In this regard, we note that the fair value of shares issued for services was $0.05 when the indicated range was as high as $0.25. Also, please tell us where you have included detailed information regarding th ese transactions within your audited financial statements. Your current disc losures regarding these transactions are general in nature. Joseph P. Coschera Information Systems Associates, Inc. October 12, 2007 Page 3 7. Your response to prior comment number 25 indicates that you have revised your disclosures however we are unable to lo cate such revisions. Please revise your disclosures on page 51 and 64 accordingly. You may contact Christine Davis at 202-551-3408 or Ma rk Kronforst, Accounting Branch Chief, at 202-551-3451 if you have questions regarding comments on the financial statements and related matters. Pl ease address all other comments to me at 202- 551-3735. S i n c e r e l y , B a r b a r a C . J a c o b s A s s i s t a n t D i r e c t o r cc: Via facsimile: 772-286-3031 Information Systems Associates, Inc.