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03/01/11 6:34 PM

#31390 RE: Don #31381

It looks like we have another molehill here folks.

Who received the request for the updates to bring filings current?



The letter addressed to MR. Margiotta on December 6 in response to December 1, 2010 filing, first paragraph:

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 comments are 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 more information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.......

6. We note that the company has not filed annual reports on Form 10-K since the year ended December 31, 1996. In order to bring your filings current, please file your Form 10-Ks for the years 1997 through 2009, including audited
financial statements as soon as possible.



http://www.sec.gov/Archives/edgar/data/914257/000000000010072490/0000000000-10-072490-index.htm

Seems to indicate administrative flexibility to me.

On the 14th the tone was slightly different and they were no longer asking for autidted financials for those years, just "further detail":

1. Please file an amended 8-K to disclose the following:
• That the original 8-K filed on 12/1/10 erroneously included information under Item 4.01 concerning the hiring of an accountant and the restatement of financial statements and such disclosure was made in error and should not have been included.
• That the original 8-K filed on 12/1/10 erroneously included information under Item 4.02 concerning the restatement of financial statements, as audited financial statements have not been filed.
• Include further detail concerning when the company changed ownership, the fact that the company was dormant from 1999 to 2009 and as a result, the company’s annual and quarterly reports have been delinquent and there was no prior auditor to dismiss as a result of the dormancy and related delinquency in filing reports.
• That the company is in the process of finding and engaging a PCAOB registered accounting firm in order to bring the financial statements current. State that the company has not filed audited financial statements in an annual report on Form 10-K. Include your statement from your response to comment 6 in your letter dated December 7, 2010 that the company will file an Item 4.01 8-K when a PCAOB registered accounting firm is engaged.
If you have any questions, please call me at (202) 551-3624.
Sincerely,
HeatherClark
Staff Accountant



http://www.sec.gov/Archives/edgar/data/914257/000000000010074682/filename1.pdf


And on December 20th it sounds like all was worked out:

Dear Mr. Margiotta:
We have completed our review of your Item 4.01 Form 8-K and Item 4.01 Form 8-K/A and do not, at this time, have any further comments.
Sincerely,
Heather Clark
Staff Accountant



http://www.sec.gov/Archives/edgar/data/914257/000000000010075873/filename1.pdf