SEC Letter (Last SOUM Filing) June 15-2015 - Can't explain Item 6
Reporting goes dark!
6. We note here and on page F-16 that you entered into a merger agreement with SoOum
Corp. that closed on November 10, 2014 whereby SoOum Corp. transferred all its
outstanding shares of common stock to SoOum Holdings, a wholly-owned subsidiary, in
consideration for 6,786,955 of your Class B preferred stock. We note that you recorded
$480,000 of goodwill as part of this merger and that you concluded that this goodwill was
impaired as of December 31, 2014.
? Explain to us in more detail the nature of this merger transaction and how you are
accounting for this merger in accordance with FASB ASC Topic 805.
? Explain to us any relationships that you had with SoOum prior to the merger.
? Explain to us why you recorded goodwill as part of this merger on November 10,
2014 and subsequently wrote off the goodwill on December 31, 2014.
? Explain to us how you determined that you were the accounting acquirer in this
transaction. Refer to FASB ASC paragraphs 805-10-55-12 through 15.
? Revise your filing to include the disclosures required by FASB ASC 805-10-50.
Cite the accounting literature relied upon and how you applied it to your situation
