Mail Stop 3561
August 24, 2005
Via U.S. Mail and Fax (403-272-3620)
Mr. Riaz Sumar
Chief Financial Officer
TransAKT Corp.
Suite 260, 1414- 8th Street S.W.
Calgary, Alberta
Canada, T2R 1J6
Re: TransAKT Corp.
Form 20-F for the Year Ended December 31, 2004
File No. 000-50392
Dear Mr. Sumar:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document. Where indicated, we think you should
revise your documents 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 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 20-F for the Year Ended December 31, 2004
Item 15. Control and Procedures
1. We note your disclosure that "[w]ithin the 90 days prior to the
date of this report, we carried out an evaluation, under the
supervision and with the participation of our management,
including
our President and acting Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls
and procedures pursuant to Exchange Act Rule 13a-14." Please
note
that filings after August 14, 2003 must comply with the disclosure
requirements of revised Item 15 of Form 20-F. That is, you must
disclose the conclusion of your certifying officers regarding the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report, based upon the evaluation
of
these controls and procedures. Please amend your Form 20-F
accordingly.
2. Further, we note your disclosure that "[t]here were no
significant
changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of
their
evaluation." Item 15 (d) of Form 20-F requires the disclosure of
any
change in your internal control over financial reporting
identified
in connection with an evaluation thereof that occurred during the
period covered by the annual report that has materially affected,
or
is reasonably likely to materially affect, your internal control
over
financial reporting. Please confirm for us supplementally that
there
was no change in your internal control over financial reporting
that
occurred during the period covered by the annual report in 2004
that
has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting, and
provide
the disclosure required by Item 15 of Form 20-F in future filings.
Audit Report
3. Refer to the fourth paragraph. We note that the 2003 and 2002
financial statements have been audited by your former auditors, in
which an unqualified opinion on the financial statements has been
issued. Please revise to include the former auditor` report in
the
filing. Also, have your auditors revise their report to refer to
"the
standards of the Public Company Accounting Oversight Board (United
States)" as required by PCAOB Auditing Standard No. 1.
Financial Statements and Notes
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
4. You state that "[r]evenues from the sale of product are
recognized
upon shipment and when all significant contractual obligations
have
been satisfied and collection is reasonably assured." We note
that
your product line include mobile point of sale terminals, VoIP
hardware and software products. Tell us and disclose the revenue
earning process with respect to each of your products. If your
policy
differs that under US GAAP, advise us and disclose the impact in
Note
19.
Note 4. Acquisition of Voice over Internet Protocol business
5. We note that the purchase price for the acquisition of IP
Mental
Inc (`IPM`)`s Voice over Internet Protocol business was $3,308,018
and that the amount was based on the fair value of 14,080,000
common
shares issued on August 15, 2004. However, we also note from Note
6
that you advanced $601,700 to IPM and that the balance was not
collected on June 1, 2005 when it was due. Clarify for us whether
the advance was contemplated in this acquisition. If so, explain
to
us why you did not include the advance in your purchase price
allocation under SFAS 141 or revise. Further, tell us how you
determined the fair value of the 14,080,000 shares issued in the
acquisition.
6. We note that you allocated your purchase price of $3.3 million
among capital assets and goodwill. Explain to us why you did not
allocate any portion of the purchase price into other apparent
intangibles such as patents and trademarks and customer
relationship,
etc. If your acquisition policy is different from that under US
GAAP, please advise us the impact and address the difference in
Note
19. Refer to SFAS 141.
Note 10. Share Capital
7. You state in note (b) that "1,692,222 units were issued for
$0.23
per unit ... Each unit consisted of one common share and one share
purchase warrant ..." Tell us how you fair value the warrants and
where you have recorded them in the financial statements.
Note 19. Canadian and United States Generally Accepted Accounting
Principles
IPM acquisition
8. Provide the pro forma information regarding the IPM acquisition
in
accordance with paragraphs 54-55 of SFAS 141.
9. Disclose the primary reasons for the acquisition of IPM,
including
a description of the factors that contributed to a purchase price
that results in recognition of goodwill. Refer to paragraph 51(b)
of
SFAS 141 and revise. Also provide the disclosures required by
paragraphs 51 (e) of SFAS 141.
Development Stage Company
10. You state that "the Company is a Development Stage Company (as
described in U.S. SFAS 7)." As such, please provide all of the
disclosures as required by paragraphs 11-12 of SFAS 7 and advise
us.
If you are no longer a development stage company, revise to
clarify
your disclosures to that effect.
Exhibit 12
11. Please amend your Form 20-F to provide revised certifications
so
that these certifications conform exactly with the form of Rule
13a-
14(a) or Rule 15d-14(a) certification set forth within
Instructions
to exhibit 12 of Form 20-F.
* * * *
As appropriate, please amend your filing 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 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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 filings;
* 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
* 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 filings or
in
response to our comments on your filings.
You may contact Andrew Mew, Senior Staff Accountant, at
(202)
551-3377 or Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3810
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Riaz Sumar
TransAKT Corp.
August 24, 2005
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