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TO: Securities and Exchange Commission SUBJECT: Advisory Committee on Smaller Public Companies DATE: December 1st, 2005
FROM: DeAnn M. Duffield
Re: Meeting of SEC Advisory Committee on Smaller Public Companies File Number 265-23 In regards to the meeting scheduled for the advisory committee on smaller public companies I am commenting on Item 2 as defined in the committee's agenda, which I have restated below: 2. Internal Control - Section 404 of Sarbanes-Oxley; S-K, Item 308 I represent our small real estate investment trust, Maxus Realty Trust, Inc. I am hoping that you as a committee reconsider the onerous financial burden that Section 404 of the Sarbanes-Oxley Act will place on smaller public businesses. As of September 30, 2005, our real estate investment trust has less than $6 million in total revenues. We projected our total first year costs for external consulting, software, and other vendor charges needed to comply with Section 404 (EXCLUDING auditor's fee for the public auditor's report) would be roughly $100,000. The additional audit fee we expect for the public audit report required by Section 404 would be another $40,000. With this additional operating expense our net operating income would decrease by 66%. Along with the costs associated with the Section 404 requirements we will have a substantial amount of internal hours generated from our staff and will have to hire part-time personnel to assist in the compliance. Because our internal control procedures are obviously being audited by our public accounting firm prior to the filing of our annual report, we would hope that this required testing would be sufficient for Section 404 compliance for a company our size. Please reconsider the reporting requirements under the Sarbanes-Oxley Act, specifically the requirements under Section 404 for small businesses with revenues less than $10 million. |