Room 4561
June 9, 2005
Lindley S. Branson
Vice President and General Counsel
Webb Interactive Services, Inc.
1899 Wynkoop, Suite 600
Denver, CO 80202
Re: Webb Interactive Services, Inc.
Post Effective Amendment No. 3 to Form SB-2
Filed May 13, 2005
File No. 333-89600
Form 10-QSB for the Fiscal Quarter Ended September 30,
2004
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
Form 8-K/A, filed May 13, 2005
File No. 00-28462
Dear Mr. Branson:
This is to advise you that we have limited our review of the
above filings to the matters addressed in the comments below.
Please
respond to our comments that pertain to the Forms 10-KSB, 10-QSB
and
8-K within 10 business days of the date of this letter. No
further
review of the filings has been or will be made. All persons who
are
by statute responsible for the adequacy and accuracy of the
registration statement and periodic reports are urged to be
certain
that all information required under the Securities Act of 1933 and
the Securities Exchange Act of 1934 has been included.
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
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.
General
1. We note your disclosure that your sole business is the
ownership
of securities in Jabber, Inc. and that this investment in Jabber
represented approximately 58% of your total assets at December 31,
2004. In light of this information, please provide us with a
comprehensive analysis as to why you believe you are not subject
to
the Investment Company Act of 1940.
Post Effective Amendment No. 3 to Form SB-2
Risk Factors, page 3
2. In the current report on Form 8-K, filed September 29, 2004,
you
disclosed that William R. Cullen resigned as Chief Executive
Officer
and Chief Financial Officer effective September 23, 2004. While
someone is necessarily performing the functions of CEO and CFO, we
note that you have not formally appointed anyone to fill these
executive offices. Revise your risk factor disclosure to discuss
any
material risks to the company or investors posed by having the
functions of CEO and CFO performed on an interim basis by current
employees while you look for permanent replacements. You should
also
include a discussion of who is currently performing these
executive
functions for you and when you anticipate appointing new chief
executive and chief financial officers. Finally, please similarly
revise the disclosure in your management section to identify the
individual(s) currently performing these functions.
Signatures
3. We note that Mr. Branson has signed this registration statement
"as registrant`s only executive officer, in accordance with Rules
13a-14 and 15d-4 pursuant to the Securities and Exchange Act of
1934,
as amended, registrant`s Chief Executive Officer and Chief
Financial
Officer for the purpose of this report." Please tell us how Rules
13a-14 and 15d-14 are applicable to this registration statement or
remove the reference to these rules. Form SB-2 requires that the
registration statement be signed by your principal executive
officer
and your principal financial officer or persons performing similar
functions. Please tell us whether Mr. Branson is currently
performing these functions for you. If so, you should revise the
signature page to state that Mr. Branson is signing in his
capacity
as principal executive and principal financial officer. If
someone
other than Mr. Branson is performing the functions of your
principal
executive and/or principal financial officers, then those persons
should sign the registration statement in those capacities.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
General
4. We note that this filing, like your post-effective amendment,
is
signed by Mr. Branson "as registrant`s only executive officer, in
accordance with Rules 13a-14 and 15d-4 pursuant to the Securities
and
Exchange Act of 1934, as amended, registrant`s Chief Executive
Officer and Chief Financial Officer for the purpose of this
report."
General Instruction C.2 to Form 10-KSB requires that your
principal
executive officer and principal financial officer sign the filing,
or
that persons performing similar functions sign the filing in such
capacities. Please revise in accordance with comment 3 above.
This
comment also applies to your Forms 10-QSB for the quarters ended
September 30, 2004 and March 31, 2005.
Controls and Procedures, page 16
5. You state that "[y]our Vice President and General Counsel,
[y]our
only executive officer, has reviewed [y]our disclosure controls
and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report."
However, Rule 13a-15(b) requires your management to evaluate, with
the participation of your principal executive and principal
financial
officers, or persons performing similar functions, the
effectiveness
of your disclosure controls and procedures. Please revise to
state
whether management, with the participation of the person(s)
performing the functions of your chief executive and chief
financial
officers, evaluated your disclosure controls and procedures as of
the
end of the fiscal quarter ended December 31, 2004. This comment
also
applies to your Form 10-QSB for the quarter ended March 31, 2005.
6. Additionally, you indicate that based upon the review of the
company`s disclosure controls and procedures, "Mr. Branson
believes
that [y]our disclosure controls and procedures are effective in
ensuring that material information related to Webb is made known
to
him." It appears that your conclusion regarding effectiveness is
more limited than the effectiveness determination required by Rule
13a-15(e). In this regard, we note that while your disclosure
indicates only that your disclosure controls and procedures are
effective in ensuring that material information is made known to
Mr.
Branson, Rule 13a-15(e) defines disclosure controls and procedures
to
mean controls and procedures designed to ensure that information
required to be disclosed by the issuer in the reports that it
files
or submits under the Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission`s
rules
and forms. This includes, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by an issuer in the reports it files or submits under
the
Act is accumulated and communicated to the issuer`s management,
including its principal executive and principal financial
officers,
or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Please revise to
state whether your disclosure controls and procedures, as defined
in
Rule 13a-15(e), were effective. This comment also applies to the
disclosure in Item 3 of your quarterly reports on Form 10-QSB for
the
quarters ended September 30, 2004 and March 31, 2005.
7. You also state that "[t]here have been no significant changes
in
internal control over financial reporting that occurred during the
fiscal period covered by this report that have materially
affected,
or are reasonably likely to materially affect, Webb`s internal
control over financial reporting." However, Item 308(c) of
Regulation S-B requires that you disclose any change in your
internal
control over financial reporting that occurred during your last
fiscal quarter that has materially affected, or is reasonably
likely
to materially affect, your internal control over financial
reporting.
Please revise to indicate, if true, that there were no changes in
internal control over financial reporting during the fiscal
quarter
ended December 31, 2004 that materially affected, or was
reasonably
likely to materially affect, your internal control over financial
reporting, and confirm that your future disclosure will accurately
reflect the language of Item 308(c). This comment also applies to
the disclosure in Item 3 of your quarterly reports on Form 10-QSB
for
the quarters ended September 30, 2004 and March 31, 2005. Please
revise accordingly.
8. Finally, you state that your Vice President and General Counsel
has provided the certifications required by Rule 13a-14(a), and
that
by providing the certifications, he acknowledges only that "he is
performing CEO/CFO functions for the company for the sole purpose
of
providing the required certifications and for no other purpose."
However, the person who is actually performing CEO/CFO functions
must
provide these certifications. If Mr. Branson is not performing
these
functions for you, then he does not appear to be the person
required
to provide the certifications required by Rule 13a-14(a) of the
Exchange Act. Tell us who was performing the CEO/CFO functions
for
you during the period covered by this report. Furthermore, revise
to
provide these certifications signed by the person(s) performing
the
CEO/CFO functions in their capacity as such. This comment also
applies to your quarterly report on Form 10-QSB for the quarter
ended
March 31, 2005.
Form 10-QSB for the Quarter Ended September 30, 2004
Controls and Procedures, page 21
9. We note that your former CEO and CFO resigned on September 23,
2004, seven days before the end of your third fiscal quarter. We
also note that, rather than stating that your CEO and CFO reviewed
your disclosure controls and procedures as of the end of the
period
covered by this report, you state that he reviewed the disclosure
controls and procedures for the period covered by this report.
Please revise to indicate when the company`s disclosure controls
and
procedures were evaluated. Additionally, as your former CEO/CFO
had
resigned prior to September 30, 2004, revise to more clearly
indicate
what his status was at the time of the evaluation or whether
someone
other than your former CEO/CFO conducted the evaluation in the
capacity of CEO/CFO. Please revise or advise as necessary.
Exhibit 31.1
10. As a follow-up to comment 8 above, please amend your Form 10-
QSB
for the quarter ended September 30, 2004 to provide the
certifications required by Rule 13a-14(a) of the Exchange Act from
the person(s) performing the functions of your principal executive
and principal financial officers, signing in the capacity as such.
Form 10-QSB for the Quarter Ended March 31, 2005
Signatures
11. In conjunction with comment 4 above, please revise your
signature
page to identify your chief accounting officer or controller, or
the
person performing similar functions.
Form 8-K, as amended, Filed May 13, 2005
12. As previously requested in our letters dated February 17 and
March 22, 2005, revise the last sentence in the third paragraph to
cover, and specifically identify, the interim period from the date
of
the last audited financial statements through the date that the
former accountants declined to stand for re-appointment.
13. Obtain and file an updated Exhibit 16 letter from the former
accountants stating whether the accountants agree with the
statements
made in your amended Form 8-K. For example, the letter filed with
your May 13, 2005 amendment indicates that the former accountants
read your Form 8-K filed on February 11, 2005 rather than your
amended Form 8-K.
14. With regard to your correspondence dated May 25, 2005, you are
reminded that you must submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.
* * * * *
As appropriate, please amend your filing in response to
these
comments. Please ensure that your amendment is marked in
accordance
with Item 310 of Regulation S-T. 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. Detailed cover letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* 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;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
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 Tamara Tangen at (202) 551-3443 if you have
questions regarding the comments on your Form 8-K/A. Please
contact
Rebekah Toton at (202) 551-3857 or Sara Kalin at (202) 551-3454
with
any other questions. If you need further assistance, you may
contact
me at (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile (612) 632-4024
Lindley S. Branson, Esq.
Gray, Plant, Mooty, Mooty & Bennett, P.A.
Telephone: (612) 632-3024
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Lindley S. Branson
Webb Interactive Services, Inc.
June 9, 2005
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