1.
|
Please
note where we provide examples to illustrate what we mean by our comments,
they are examples and not exhaustive lists. If our comments are
applicable to portions of the filing that we have not cited as examples,
make the appropriate changes in accordance with our
comments.
|
|
The
Company has attempted to make changes where applicable throughout
Amendment No. 1 in response to the Staff’s
comments.
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2.
|
Please
file as promptly as possible all exhibits required by the Exhibit Table
provided in Item 601(a) of Regulation S-K. We will need time to
review these documents once they are filed, and we may have comments on
them.
|
|
The
Company has filed additional exhibits with Amendment No. 1, including
those requested by the Staff in the Comment Letter, as well as additional
exhibits required by Item 601(a).
|
|
Specifically,
the Company has included as
exhibits:
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|
10.1
|
Lease
Agreement between RJF Company Ltd., and Volu-Sol Reagents, Inc., dated as
of August 1, 2005
|
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10.4
|
Professional
Services Contract between Volu-Sol Reagents, Inc., and VPI Engineering,
dated as of September 27, 2007, together with
addenda
|
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10.5
|
Securities
Purchase Agreement between Volu-Sol Reagents, Inc., and ADP Management,
dated as of November 15, 2007
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3.
|
Throughout
the registration statement you cite various estimates, statistics, and
other figures. For example on page 19: “Various
industry studies have been conducted showing the cost savings that are
attributed to the daily monitoring of the chronically ill.” In
the prospectus, please attribute this statement and other similar
statements to the source from which you obtained the
information.
|
|
Amendment
No. 1 contains attribution for statements that are made in reliance on
published reports, studies, articles, etc. For example, the
reference quoted in Comment No. 3 on page 19 of the Registration Statement
has been revised in Amendment No. 1 on page 19 to read as
follows:
|
|
“Various
industry studies, including a study published in the IBM Systems Journal
in 2007 (on file with the Company) and a study conducted by heart
specialists from Columbia Presbyterian Medical Center Cardiac Transplant
Service (on file with the Company), have been conducted showing
the cost savings that are attributed to the daily monitoring of the
chronically ill.”
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4.
|
Please
advise us as to whether you intend to register under Section 12 of the
1934 Act following your distribution. If you do not intend to
file because you believe you are not required to do so please provide use
[sic] with an
analysis in support of your
position.
|
|
The
Company intends to file a Form 10 – General Form for Registration of
Securities with the Commission as soon as practicable following the
effectiveness of the Registration Statement and the completion of the
distribution of the Company’s shares to the shareholders of RemoteMDx,
Inc. Following effectiveness of the Registration Statement, the
Company intends to use much of the substantive information contained in
the Registration Statement as the basis for preparing the Form
10.
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5.
|
Please
identify any agreements between parent and subsidiary that you have
entered into or will enter into related to the spin-off. For
example, please describe in your prospectus any agreements with regard to
the allocation of expenses, taxes, management, assets, liabilities,
business, operations, and indemnification. In addition, please
file the agreements as exhibits to your registration
statement.
|
|
There
are two agreements or understandings between the former parent (RemoteMDx,
Inc.) and the Company. These include an agreement to repay
amounts owed to the Company by RemoteMDx, Inc. (as described on page 33 of
Amendment No. 1) which has been formally memorialized in a loan agreement
and promissory note filed as Exhibits 10.2 and 10.3, respectively, to the
Amendment No. 1, as well as RemoteMDx, Inc.’s obligation to pay for the
cost of distributing the shares of the Company’s stock to be distributed
to RemoteMDx, Inc. shareholders, estimated to be approximately $5,000.
Those costs include the fee of the transfer agent and related costs such
as printing and postage. There is no written agreement related to this
obligation. As of the date of this response and the filing of
the Amendment No. 1, there was no written agreement between the Company
and RemoteMDx, Inc., regarding the provision of accounting services, but
it is anticipated that the accounting staff of RemoteMDx will assist with
the accounting for the Company until the Company’s accounting department
is fully staffed.
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6.
|
Please
revise your “Risk Factors” subsection on page 4 so that instead of just
providing cross-reference to your “Risk Factors” section, you provide a
bullet list describing the most significant factors that you discuss in
the “Risk Factors” section.
|
|
See
page 4 of Amendment No. 1, which now contains the bullet list of
significant risk factors.
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7.
|
We
note that the introduction to you [sic] risk factors
section refers to a reader’s investment in your common
stock. Since the transaction you are registering involves the
distribution of your common stock to RemoteMDx’s shareholders, reference
to the purchase of your common stock is not appropriate. Please
revise the introduction to your risk factor
section.
|
|
See
page 5 of Amendment No. 1, which contains the revised introduction to the
“Risk Factors,” which now reads as
follows:
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|
“An investment in our common
stock involves a high degree of risk. You should consider carefully the
risks described below, together with the other information contained in
this prospectus, including our financial statements and the related notes
appearing at the end of this prospectus, for information regarding the
risks associated with our business and ownership of our stock. If any of
the following risks actually occur, our business, results of operations
and financial condition could suffer significantly. In any of these cases,
the market price of our common stock could
decline.”
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|
Additionally,
certain of the risk factors have also been revised to remove reference to
a purchase of the common stock.
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8.
|
Please
add a risk factor stating that you do not intend to pay dividends for the
foreseeable future. Please clearly state in this risk factor
that readers should not rely on an investment in your company if they
require dividend income, and that income to them would only come from any
rise in the market price of your stock, which is uncertain and
unpredictable.
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|
See
page 7 of Amendment No. 1, which contains the new risk factor regarding
the non-payment of dividends, which reads as
follows:
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|
“We have no
dividend history and have no intention to pay dividends in the foreseeable
future. We have never paid dividends on or in connection
with any class of our common stock and do not intend to pay any dividends
to common stockholders for the foreseeable future. Ownership of
our common stock will not provide dividend income to the
holder.”
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9.
|
Please
revise your disclosure to quantify the funds you will require after the
distribution.
|
|
This
discussion in the prospectus has been revised to indicate that the Company
estimates it will require approximately $2,000,000 of additional financing
from all sources over the next 12 months. See page 5 of
Amendment No. 1. The revised language is as
follows:
|
|
“Because of
our history of accumulated deficits and recurring cash flow losses, we
must improve profitability and may be required to obtain additional
funding if we are to continue as a "Going Concern." We have a
history of accumulated deficits. At September 30, 2007, our
accumulated deficit was $362,058. At June 30, 2008, we had an
accumulated deficit of $1,623,411. The financial statements of
the Company have been prepared on the assumption that the Company will
continue as a going concern. The Company's independent public
accountants have issued their report dated September 25, 2008, that
includes an explanatory paragraph stating that the Company's recurring
losses raise substantial doubt about the Company's ability to continue as
a going concern. The Company's product line is limited and it
has been necessary to rely upon loans and capital contributions from its
parent corporation and the sale of shares of the Company’s common stock to
sustain operations. Management anticipates that we may require
approximately $2,000,000 over the next twelve months to implement our
business plan and operations, although this is only an estimate, and there
can be no guarantee that such funds would be
sufficient. Additional financing may be required if the Company
is to continue as a going concern. If such additional funding is needed
and cannot be obtained, the Company may be required to scale back or
discontinue its operations.”
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10.
|
We
note that this risk factor relates to your company’s lack of
profitability. Information about your accumulated deficit is
more appropriate than reference to stockholder’s equity for purposes of
highlighting concerns about profitability. Please revise your
risk factor to provide information about your accumulated
deficit.
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|
Please
see page 5 of Amendment No. 1. This risk factor has been
revised to refer to the immediately preceding risk factor (also revised in
Amendment No. 1) which specifically addresses the Company’s accumulated
deficits.
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11.
|
Please
identify all trademarks and trade names that you have
registered.
|
|
The
Company owns no registered trademarks. As indicated on page 17
of the Registration Statement, the Company claims ownership of the mark
“Volu-Sol” as used in its corporate name and in connection with its
business activities.
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12.
|
As
applicable throughout your registration statement, please identify
GG&B Engineering, Inc. as the third party manufacturer with whom you
have contracted for the production of the
Definitive.
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|
This
reference and other references to the manufacturer of the Definitive have
been revised to identify GG&B Engineering, Inc.
(“GG&B”).
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13.
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Please
expand your disclosure to identify the key competitors and key products
with which you compete. In addition, please include this
information in your Business description on page 17 of your
prospectus.
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|
The
Registration Statement (as amended) at pages 17 (under the heading “Competition”) and 20
(under the heading “Competition in Personal
Emergency Response System (PERS) Markets” discusses competition and
key competitors in both the current market of the Company and its intended
new market.
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14.
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Please
identify the specific scientific, technical, and operations employees upon
which you are dependent and disclose whether you have entered into
employment agreements with any of the key personnel you
identify.
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|
This
risk factor has been removed, given the diminishing significance of the
medical stain and solutions business of the Company as it pursues the PERS
market.
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15.
|
Please
disclose whether you carry insurance for your use of hazardous
materials. If you do carry such insurance, please disclose the
amount of coverage you have obtained, and provide the cost of the
coverage, if the cost is material to your
business.
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|
As
indicated in the Registration Statement on page 7 in the risk factor
discussing potential product liability and related risks, the risk factor
addressing environmental risks has been amended at page 6 of Amendment No.
1 to include reference to and details regarding the Company’s insurance
coverage for these risks.
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16.
|
Please
clarify when you plan to submit an application to FINRA in relation to the
public trading of your stock on the OTC Bulletin
Board.
|
Response to Comment
No. 16
|
|
As
indicated on page 9 of Amendment No. 1, the Company intends to file an
application with FINRA within twelve months from the effective date of the
Registration Statement.
|
17.
|
We
note that you disclose that RemoteMDx has agreed to bear all of the costs
of the distribution of your common stock. However, on page 37
you provide an estimate of the expenses you will pay in relation to the
issuance and distribution of the securities. Please revise your
disclosure to separately quantify the respective amounts that RemoteMDx
will pay and the amounts that you will pay in relation to the issuance and
distribution of your securities.
|
Response to Comment
No. 17
|
|
The
disclosure on page 37 of Amendment No. 1 separately quantifies the amounts
expected to be paid by the Company and RemoteMDx, Inc.
respectively. We estimate the expenses to be paid by RemoteMDx,
Inc., which include the fee of the transfer agent and related expenses
will not exceed $5,000.
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18.
|
We
note that you have concluded that the distribution of Volu-Sol stock to
RemoteMDx shareholders will constitute a dividend in an amount equal to
the fair market value of the Volu-Sol stock on the date of distribution,
as determined in good faith by RemoteMDx. Please describe how
this determination will be made given that no current market exists for
your stock.
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|
In
addition, please provide your basis for the conclusion that the tax impact
of the distribution on RemoteMDx is not anticipated to be
significant.
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19.
|
Please
revise your disclosure to identify any affiliates of your company and/or
RemoteMDx who will also be underwriters with the meaning of the Securities
Act of 1933.
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|
The
only entities distributing shares will be RemoteMDx, Inc. and, to the
extent additional shares are to be distributed due to rounding up to the
nearest whole share, the Company. The Company is not aware of any other
parties who will or who intend to distribute shares of the Company’s
common stock.
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20.
|
Please
quantify the number of shares of common stock distributed in your spin-off
transaction that will be restricted and subject to Rule
144.
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|
The
disclosure at page 12 of Amendment No. 1 has been revised to quantify the
number of shares that will be held by affiliates of the Company following
the distribution of its shares by RemoteMDx, Inc., which shares would be
“restricted” shares while in the hands of such affiliates and which could
only be sold or transferred by those shareholders pursuant to registration
under the Securities Act of 1933, as amended, or an exemption from
registration. The amended disclosure also indicates that sales
by these affiliates may be made under Rule 144 if all conditions of the
Rule are met.
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21.
|
We
note that you disclose that a majority of your common stock was owned or
controlled by RemoteMDx or its affiliates prior to the
distribution. It appears that RemoteMDx owns approximately 16%
of your outstanding stock. Please identify the affiliates to
which you are referring and quantify the beneficial ownership of these
individuals which gives RemoteMDx control over the majority of your
stock.
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|
This
disclosure has been revised (for example, see page 13 of Amendment No. 1)
to clarify that the Company was originally founded as a wholly-owned
subsidiary of RemoteMDx, Inc., that the ownership interest of RemoteMDx
has been diluted over the past two years by reason of the sale or issuance
of the Company’s common stock to third parties, and that immediately prior
to the distribution RemoteMDx, Inc. and certain of its affiliates
collectively continue to own approximately 16% of the Company’s
outstanding shares. Those affiliates are identified in the ownership table
at page 33 of Amendment No. 1. RemoteMDx, Inc. did not control
a majority of the Company’s common stock as of the date the Registration
Statement was originally filed or at any time
thereafter.
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22.
|
We
note that you have entered into a licensing agreement with GG&B
Engineering, Inc. with respect to technology underlying the
Definitive. Please file this agreement as an exhibit to your
registration statement.
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|
The
Company has been unable to locate a copy of the licensing agreement with
GG&B. The Company has amended its disclosure and other
references in Amendment No. 1 (for example, pages 15and 16) to clarify
that the Company entered into the original agreement on October 21, 1996,
that the Company did not meet the minimum purchase requirements under the
licensing agreement, and that as of the date of Amendment No. 1, GG&B
had not indicated any intention to exercise its right to convert the
license agreement to a non-exclusive agreement. The Company has
also disclosed that the Company has had no business dealings with GG&B
since approximately 2000, that its current inventory of devices
manufactured by GG&B is expected to meet the Company’s needs until at
least 2012, and that the medical stain and solutions business will decline
in significance as the Company becomes engaged in the PERS business
described in the Registration
Statement.
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23.
|
Please
identify all third parties upon whom you are dependent for the manufacture
and packaging of stains, solutions, and other related chemical
products. Please identify any existing agreements in place with
these companies and describe the material terms of each
agreement. In addition, please file any such agreement as an
exhibit to your registration
statement.
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|
As
noted on page 15 of the Registration
Statement,
|
24.
|
We
note that you identify certain strategic partners that will assist you in
developing a monitoring center and products related to your PERS/GPS
system. Please provide a description of any agreements that you
have with the identified strategic partners. In addition,
please describe the material terms of each agreement and file any material
agreement as an exhibit to your registration
statement.
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|
The
services provided by these and other vendors are purchased by the Company
for the most part on a time and materials basis under purchase orders
issued by the vendor. The Company is currently negotiating with
other potential strategic partners for manufacture of PERS and similar
units, but no agreements have been entered into as of the date of
Amendment No. 1.
|
25.
|
Please
limit your disclosure with regard to each strategic partner to a basic
description of the company and the terms of any agreement in
place.
|
|
Please
see pages 19 and 20 of Amendment No. 1 for revised disclosure related to
these vendors.
|
26.
|
We
note that you have an entity which represented more than 10% of your
revenues for the previous two fiscal years. Please identify
this customer.
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|
As
indicated at page 20 of Amendment No. 1, this customer was Thermo Fisher
Scientific, Inc.
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27.
|
Please
expand your disclosure to address the judgments and estimates inherent to
your determination of net revenue. More specifically, please
clarify for us and in the document whether those estimates relate to sales
returns, discounts or allowances. Lastly, it appears that you
sell to distributors and directly to laboratories. Please tell
us, and disclose whether your revenue recognition policy for sales to
distributors is the same as your policy for selling to the
end-user.
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|
Please
refer to the expanded disclosure on pages 24-25 of Amendment No.
1.
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28.
|
Explain
the underlying reason for each material change discussed. For
example, explain why consulting expense
increased.
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|
Please
see the revised and expanded disclosure on pages 25-27 of Amendment No.
1.
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29.
|
Please
explain more fully the fluctuations in revenues and cost of goods sold for
all period presented. Further, please quantify the effect each
of the causal factors that you site for material changes in these items
(i.e. Revenue: the decrease was due primarily to existing
customers ordering less product during the year. Cost of Goods
Sold: increase was due primarily to an increase of direct labor
costs. . .) as addressed in Financial Reporting Codification Section
501.04.
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|
Please
see Amendment No. 1 at page 25 and material included in response to
Comments No. 27 and 28, above.
|
30.
|
We
note that all three current members of your Board of Directors are also
directors for RemoteMDx. Please identify in the biographical
disclosure provided for each director any directorships held by these
individuals as required by Item 401(e)(2) of Regulation
S-K.
|
|
Only
Mr. Dalton is also a director of RemoteMDx, Inc. Mr. Acton, who
is not a director of the Company but who is an executive officer of the
Company, is not a current or former director of RemoteMDx, Inc., although
he previously served as a director of several subsidiaries of RemoteMDx,
Inc. (Court Programs, Inc., Court Programs of Florida, Inc., Court
Programs of North Florida, Inc., and Midwest Monitoring and Surveillance,
Inc.). The other three directors of the Company (we note that
Mr. Johnson joined the board on or about October 3, 2008), are not now and
have not at any time been directors of RemoteMDx, Inc. The
current directors of RemoteMDx, Inc. are Robert Childers, James Dalton,
David Derrick, David Hanlon, Peter McCall, and Larry
Shafran.
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31.
|
Please
revise the biographical information provided for Mr. Carter to provide a
description of his business experience over the last five
years. In addition, please revise your disclosure to clarify
the periods in which Mr. Carter was employed in the positions
listed. It is unclear from the disclosure provided when Mr.
Carter’s employment began and
ended.
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|
The
Company has revised the disclosure to include the information requested
about Mr. Carter. See page 29 of Amendment No. 1. As
noted in the revised disclosure, Mr. Carter retired in
2000.
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32.
|
Please
provide a description of Mr. Martin’s business experience over the last
five years that identifies the time periods in which Mr. Martin was
employed in each position. In addition, please provide a brief
description of the businesses in which the Cushman & Wakefield
Alliance is engaged.
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|
The
Company has revised the disclosure to include the information requested
about Mr. Martin. See page 29 of Amendment No. 1. As
indicated in the revised disclosure, Mr. Martin joined the Company’s board
of directors in September 2008. He is a founder/partner/broker
of Commerce CRG, and has served as its managing director from 1993 through
the present, as well as acting as the Associate Broker in the firm’s Park
City, Utah, office since 2007. Commerce CRG is a commercial
real estate and management business, and is an independently owned and
operated member of the Cushman & Wakefield Alliance, which focuses on
commercial real estate and
management.
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33.
|
We
note that you sold 1,250,000 shares of common stock to ADP Management
Corporation, an entity controlled by your Chief Executive Officer and
Chairman. Please file any agreements related to this
transaction as exhibits to your registration statement as required by Item
601(B)(10)(ii)(A) of Regulation
S-K.
|
|
The
Company has filed the agreement between the Company and ADP Management
Corporation for the purchase of 1,250,000 (post-reverse split) shares as
requested by the Staff. See Exhibit 10.5 to Amendment No.
1. ADP Management Corporation is under the common control of
Mr. Dalton and David Derrick.
|
34.
|
We
note in your disclosure that a majority of your current directors are
independent under NASDAQ rules. Your current Board of Directors
is comprised of three RemoteMDx board members, two of which were officers
of RemoteMDx within the past three years. As such, it appears
that a majority if your directors do not meet the director independence
standards under NASDAQ rules. Please consider revising your
disclosure accordingly.
|
|
As
indicated in our response to Comment No. 30, only one of our four
directors, Mr. Dalton, is also a director of RemoteMDx, Inc. or has been a
director of RemoteMDx, Inc. within the past three years; Mr. Dalton is
also the only member of our board of directors who was also an executive
officer or affiliate of the Company. We believe, therefore,
that the remaining three members of our board of directors are independent
under NASDAQ rules.
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35.
|
We
note that you currently lease your primary laboratory and office
facilities which also serve as manufacturing, warehouse, and shipping
facilities for the company. Please file this material lease as
an exhibit to registration statement as required under Item
601(b)(10)(ii)(d) of Regulation
S-K.
|
|
The
Company has filed a copy of this lease with Amendment No. 1 (Exhibit
10.1).
|
36.
|
Your
registration statement must be signed by your principal executive officer,
principal financial officer, and principal accounting officer or
controller. It appears that Mr. Acton serves as both your
principal accounting officer and your principal financial
officer. If this is the case, please revise the signature block
appearing below his signature to indicate both of these additional
capacities.
|
|
The
Company has revised the signature page in Amendment No. 1 to reflect that
Mr. Acton is signing both as Principal Financial Officer and Principal
Accounting Officer of the Company.
|
37.
|
Please
revise your revenue recognition policy to clarify the
following:
|
|
·
|
Clarify
whether you have sales which contain multiple deliverables, as discussed
in EITF 00-21. If so, please revise your policy to demonstrate
how it complies with this guidance.
|
|
·
|
Disclose
whether you have any sales made outside the normal payment terms, and
clarify the terms of those
agreements.
|
|
·
|
Revise
your disclosure to include your policy for sales returns, illustrating how
it complies with SFAS 48. Your current disclosure states that
revenue is recognized when “the customer cannot return the
products.”
|
|
·
|
You
disclose that you have diagnostic equipment product sales and medical
diagnostic stain sales. On pages 15 and 23, you disclose that
you have 70 types of products. Please disclose your revenue by
each product or category in accordance with paragraph 37 of SFAS No.
131.
|
|
Shipping
and handling fees are included as part of net sales. The related freight
costs and supplies directly associated with shipping products to customers
are included as a component of cost of goods
sold.
|
|
·
|
Volu-Sol’s
price to the buyer is fixed or determinable at the date of
sale.
|
|
·
|
The
buyer has paid Volu-Sol, or the buyer is obligated to pay Volu-Sol within
30 days, and the obligation is not contingent on resale of the
product.
|
|
·
|
The
buyer's obligation to Volu-Sol would not be changed in the event of theft
or physical destruction or damage of the
product.
|
|
·
|
The
buyer acquiring the product for resale has economic substance apart from
that provided by Volu-Sol.
|
|
·
|
Volu-Sol
does not have significant obligations for future performance to directly
bring about resale of the product by the
buyer.
|
|
·
|
The
amount of future returns can be reasonably estimated and they are
negligible.
|
38.
|
Please
provide the disclosures required by paragraphs 20 and 21 of FIN
48.
|
|
The
Company recognizes deferred income tax assets or liabilities for the
expected future tax consequences of events that have been recognized in
the financial statements or income tax returns. Deferred income tax assets
or liabilities are determined based upon the difference between the
financial statement and tax bases of assets and liabilities using enacted
tax rates expected to apply when the differences are expected to be
settled or realized. Deferred income tax assets are reviewed
periodically for recoverability and valuation allowances are provided as
necessary. Interest and penalties related to income tax
liabilities, when incurred, are classified in interest expense and income
tax provision, respectively
|
|
For
the years ended September 30, 2007 and 2006, the Company incurred net
operating losses of approximately $492,455 and $68,222, respectively, for
income tax purposes. The amount and ultimate realization of the
benefits from the net operating losses is dependent, in part, upon the tax
laws in effect, the Company's future earnings, and other future events,
the effects of which cannot be determined. The Company has
established a valuation allowance for all deferred income tax assets not
offset by deferred income tax liabilities due to the uncertainty of their
realization. Accordingly, there is no benefit for income taxes
recorded in the accompanying statements of
operations.
|
|
At
September 30, 2007, the Company had net operating loss carryforwards
available to offset future taxable income of approximately $383,000 which
will begin to expire in 2018. The utilization of the net
operating loss carryforwards is dependent upon the tax laws in effect at
the time the net operating loss carryforwards can be
utilized. The Internal Revenue Code contains provisions that
likely could reduce or limit the availability and utilization of these net
operating loss carryforwards. For example, limitations are
imposed on the utilization of net operating loss carryforwards if certain
ownership changes have taken place or will take place. The
Company will perform an analysis to determine whether any such limitations
have occurred as the net operating losses are
utilized.
|
|
Deferred
income taxes are determined based on the estimated future effects of
differences between the financial statement and income tax reporting bases
of assets and liabilities given the provisions of currently enacted tax
laws and the tax rates expected to be in
place.
|
|
The
deferred income tax assets (liabilities) were comprised of the following
at September 30:
|
2007
|
2006
|
|||||||
Net
operating loss carryforwards
|
$ | 87,000 | $ | 11,000 | ||||
Depreciation
and reserves
|
4,000 | - | ||||||
Accruals
and reserves
|
- | 4,000 | ||||||
Valuation
allowance
|
(91,000 | ) | (15,000 | ) | ||||
Total
|
$ | - | $ | - |
|
Reconciliations
between the benefit for income taxes at the federal statutory income tax
rate and the Company’s benefit for income taxes for the years ended
September 30, 2007 and 2006 are as
follows:
|
2007
|
2006
|
|||||||
Federal
income tax benefit at
statutory
rate
|
$ | 74,000 | $ | 10,000 | ||||
State
income tax benefit, net of
federal
income tax effect
|
29,500 | 4,000 | ||||||
Non-deductible
expenses
|
(27,500 | ) | 1,000 | |||||
Change
in valuation allowance
|
(76,000 | ) | (15,000 | ) | ||||
Benefit
for income taxes
|
$ | - | $ | - |
|
During
the years ended September 30, 2007 and 2006, the Company recognized no
interest and penalties, and there were no changes in unrecognized tax
benefits from tax positions taken or from lapsed statutes of
limitations. There were no settlements with taxing
authorities. At September 30, 2007, the Company had no
unrecognized tax benefits that, if recognized, would affect the effective
tax rate, and there are no positions that are anticipated to significantly
increase or decrease by September 30, 2008. The Company had no
tax examinations begin, end, or remain in process as of and for the years
ended September 30, 2007 and 2006. Tax years subsequent to
September 30, 2004 remain subject to
examination.
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39.
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Please
revise your disclosure to clarify whether the stock was sold to new or
unrelated investors. Further, please tell us how you determined
the value of the stock issued for
services.
|
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The
Company revised Note 4. Common Stock (page F-13) to include the
following:
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* * *
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·
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should
the Commission or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the
filing;
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·
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Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
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·
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the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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