Mail Stop 6010
September 21, 2005
Via U.S. Mail and Facsimile 561.881.5652
Mr. Shevach Saraf
Chief Executive Officer
Solitron Devices, Inc.
3301 Electronics Way
West Palm Beach, FL 33407
Re: Solitron Devices, Inc.
Form 10-KSB for year ended February 28, 2005
Filed June 16, 2005
File No. 001-04978
Dear Mr. Saraf:
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 documents. Where indicated, we think you should
revise your future filings 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 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
aspects
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the year ended February 28, 2005
Financial Statements, page 22
Note 1. Summary of Operations and Significant Accounting Policies,
page 28
Shipping and Handling, page 28
1. You state that shipping and handling costs billed to customers
are
recorded in cost of sales as an offset to common freight charges.
Please amend, if material, to include these amounts in your
revenues
in accordance with EITF 00-10, or tell us why the current
presentation is appropriate under U.S. GAAP. In the alternative,
if
the amounts are not material, please revise future filings to
comply
with EITF 00-10.
Note 13. Commitments and Contingencies, page 36
2. Please tell us and revise future filings to include a
discussion
of the six sites listed on page eight, and not only the four sites
currently discussed. Also, please provide all of the disclosures
required by SFAS 5, SOP 96-1 and SAB Topic 5:Y in future filings
with
respect to your environmental costs, or tell us why you believe
the
current disclosure complies. Please show us the significant
components of your accrued environmental expenses of $985,000 and
reconcile that with your revised disclosure. Tell us and disclose
in
future filings how you are accounting for the agreement with the
U.S.
EPA and tell us why. Include a discussion of the accounting for
the
contingent amounts based upon future earnings.
3. Please also note that pursuant to 310(b)(2)(ii), you must
provide
disclosure of material contingencies in your interim financial
statements notwithstanding the disclosure in your annual financial
statements. Please comply in future filings and provide us with
your
intended disclosure.
Item 8A. Controls and Procedures, page 39
4. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "in ensuring that
information required to be disclosed by the Company in the reports
that it files or submits under the Securities and Exchange Act of
1934, as amended, is recorded, processed, summarized and reported
within the time period specified by the Securities and Exchange
Commission rules and forms." The language that is currently
included
after the word "effective" in your disclosure appears to be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Exchange Act.
However, if you do not wish to eliminate this language, please
revise
future filings so that the language that appears after the word
"effective" is substantially similar in all material respects to
the
language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).
5. In future filings, please revise the language used in your
disclosure concerning changes in your internal control over
financial
reporting to indicate whether there was any change to your
internal
control over financial reporting that has materially affected, or
that is reasonably likely to materially affect, your internal
control
over financial reporting, consistent with the language used in
Item
308(c) of Regulation S-B.
Exhibit 31
6. We note that the certification filed as Exhibit 31 was not in
the
proper form. The required certification must be in the exact form
prescribed; the wording of the required certification may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31 pursuant to Part III.E of
Release
No. 8238. Accordingly, please revise future filings to comply with
Item 601(b)(31) of Regulation S-B.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response 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
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 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.
You may contact Praveen Kartholy, Staff Accountant, at
202.551.3778 or me at 202.551.3604 if you have questions regarding
these comments and related matters. You may also contact Michele
Gohlke, Branch Chief, at 202.551.3327.
Sincerely,
Kate Tillan
Assistant Chief Accountant
Mr. Shevach Saraf
Solitron Devices, Inc.
September 21, 2005
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