MAIL STOP 4-6
May 10, 2005
Robert Lisle
President
Assure Data, Inc.
6680 Yosemite
Dallas, Texas 75214
Re: Assure Data, Inc.
Amendment No. 3 to Registration Statement on Form SB-2
File No. 333-121347
Dear Mr. Lisle,
We have reviewed your amended 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 on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Prospectus
General
1. We refer you comment 2 of our letter of February 3, 2005. It
appears that portions of your prospectus continue to refer to this
transaction as a "best-efforts" offering, such as in your "Plan of
Distribution" section. Please ensure that you refer to this
transaction as a direct public offering or self-underwritten
offering.
Use of Proceeds, page 9
2. Although you advise that disclosure has been added that the
officers will pay the shortfall of the offering expenses, it does
not
appear that the prospectus contains this disclosure. If true,
please
disclose that your officers will pay the shortfall of your
offering
expenses or otherwise disclose how you plan to pay the offering
expenses if the proceeds are inadequate to pay the expenses. If
the
officers will pay the shortfall of the offering proceeds, please
describe the arrangements that Assure Data has with its officers.
Is
there an agreement with the officers? Are the officers otherwise
bound to pay the offering expenses?
Description of Business, page 10
The Primary Manner In Which We Expect to Conduct Business, page
11
3. We reissue comment 26 of our comment letter of February 3,
2005.
Explain your statement that you have obtained rights to select
email
listing of information technology employees and consultants.
Competition, page 12
4. Please disclose the basis for your belief that there are 2.2
million potential customers in North America and that there is no
single large company with a significant share of the market.
Management`s Discussion and Analysis or Plan of Operation, page 14
5. We reissue comment 33 of our comment letter of February 3,
2005.
We note that you have had revenues in your last fiscal year ended
December 31, 2003 and in the nine months ended September 30, 2004.
Please revise your disclosure to include the information required
by
Item 303(b) of Regulation S-B.
6. We note that you estimate that the annual cost to be a small
business reporting company to be approximately $25,000. We also
note
that you disclose that Assure Data will have adequate financial
resources to meet your financial obligations as you currently
conduct
business for at least twelve months. Please clarify whether you
will
be able to meet your financial obligations, including the annual
cost
to be a reporting company, for the next twelve months if you only
receive nominal proceeds in this offering. Also, consider
additional
risk factor disclosure that addresses the additional cash needs of
the company resulting from your reporting obligation.
Executive Compensation, page 17
7. You disclose in your "Certain Relationships and Related
Transactions" section that Mr. Lisle was compensated $63,785 for
services provided to Assure Data in 2003 and 2004. However, your
executive compensation discloses "Other Annual Compensation" of
$63,785 for 2003 and $16,355 for 2004. Please reconcile your
disclosure. Also, to the extent that any of the "Other Annual
Compensation" was received as a result of consulting services paid
through Information Technology Systems, please revise to disclose
this amount as "Salary" in your compensation table. Similarly,
disclose the compensation Mr. Kipness received for his consulting
services for services provided to Assure Data as "Salary" in the
executive compensation table.
8. We note that you disclose 16,355 under "Securities Underlying
Options or Warrants." You also disclose that no stock has been
issued to any officer, employee or director. Please reconcile.
Please also advise why you have not provided an option grant table
or
any disclosure regarding these securities in an option grant
table.
Notes to the Financial Statements
Organization and Summary of Significant Accounting Policies
Revenue Recognition, page F-7
9. We refer you to comment 53 of our letter of February 3, 2005.
We
note your revision to the revenue recognition policy description
in
response to our prior comment. Based on your disclosure, it
appears
that the monthly service fee and the initial set-up fee are
recognized in accordance with SAB 104. If true, it may be helpful
to
include the related revenue recognition criteria considered in
determining when to recognize revenue and how you determine that
each
of your arrangements meet those criteria. Also, supplementally
explain when you begin to recognize revenue generated from
refundable
set-up fees and how this adheres to the guidance in SAB 104. In
addition, please tell us how you considered the fact that all
contracts are terminable upon 30 days notice by either party (as
disclosed in your "Description of Business" section on page10) in
your revenue recognition policy.
Closing
As appropriate, please amend your registration statement in
response to these comments. 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 direct your attention to Rules 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Morgan Youngwood at (202) 551-3479 or Melissa
Walsh, at (202) 551-3224 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Jeffrey
Werbitt at (202) 551-3456 with any other questions. If you need
further assistance, please contact the undersigned at (202) 551-
3735.
Sincerely,
Barbara C. Jacobs
Assistant Director
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Assure Data, Inc.
Form SB-2
May 10, 2005
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