Mail Stop 04-06
December 28, 2004
Via facsimile to (602) 952-0544 and U.S. Mail
James M. Powers, Jr.
President and Chief Executive Officer
iLinc Communications, Inc.
2999 North 44th Street, Suite 650
Phoenix, AZ 85018
Re: iLinc Communications, Inc.
Form 8-K filed December 20, 2004
File No. 001-13725
Dear Mr. Powers:
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 comment is 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 8-K filed on December 20, 2004
1. Your Form 8-K has been filed on EDGAR as reporting an event
under
Item 9.01. This is incorrect and needs to be modified to indicate
that the event is also being reported under Item 4.01. To correct
this, you need to fax a letter requesting this change to Filer
Support at (202) 504-2474. The request must be signed by you and
include the following:
* Company name
* Type of Form filed
* Date Form filed
* Change requested
* Accession Number of Filing
2. Revise to state whether the Company has authorized the former
accountant to respond fully to the inquiries of the successor
accountant concerning the subject matter of each material
weakness.
See Item 304(a)(1)(v) of Regulation S-K.
3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.
Form 10-Q for the quarter ended September 30, 2004
We monitored your Form 10-Q solely related to the matters below.
Item 4 - Controls and Procedures
4. We note your statement that the chief executive officer and
chief
financial officer have concluded that the Company`s disclosure
controls and procedures are effective "except as communicated by
the
Company`s independent registered public accountants to the
Company`s
Audit Committee on November 12, 2004 and as further described
below."
Please revise your disclosure to state, in clear and unqualified
language, the conclusions reached by your chief executive officer
and
your chief financial officer on the effectiveness of your
disclosure
controls and procedures. For example, if true, you can state that
your disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters. Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.
5. We note your statement that a "control system, no matter how
well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the internal control system are
met." Please revise to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level. In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.
6. In detail, supplementally describe the nature of each material
weakness and the amounts involved, as applicable. Also, tell us:
a) in what period each material weakness and accounting error or
misapplication of GAAP occurred,
b) the amount of each accounting error and misapplication of GAAP,
c) the reason(s) for each error or misapplication of accounting,
d) whether or not you intend to restate any prior period for any
adjustments. If not, tell us why not, and
e) in detail, all the steps you have taken (or plan to take) and
procedures you have implemented (or plan to implement) to correct
each concern.
7. Provide us with any letter or written communication to and from
the former accountants regarding any disagreements or reportable
events to management or the Audit Committee.
* * * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please provide the supplemental information requested above
within 10 business days from the date of this letter. The
supplemental information should be filed as correspondence on
EDGAR.
The amendment requested should be filed as promptly as possible.
Please note that if you require longer than 10 business days to
respond, you should contact the staff immediately to request
additional time. Any questions regarding the above should be
directed to me at (202) 942-1987, or in my absence, to Robert
Benton
at (202) 942-1811.
Sincerely,
Tamara Tangen
Staff Accountant
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iLinc Communications, Inc.
December 28, 2004
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