Room 4561
September 28, 2005
Mr. David A. Weisman
Chief Executive Officer
Cardinal Communications, Inc.
309 Interlocken Crescent
Suite 900
Broomfield, Colorado 80021
Re: Cardinal Communications, Inc.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Filed March 31, 2005
Form 10-QSB for the Fiscal Quarter Ended June 30, 2005
Filed August 18, 2005
File No. 1-15383
Dear Mr. Weisman,
We have reviewed the above referenced filing and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. 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 comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
1. Your disclosures under this section appear to be overly general
and do not provide the information required under Item 303 of
Regulation S-B and SEC Release Nos. 33-8350 and 33-6835. Please
tell
us, with a view towards disclosure in future filings, how you have
addressed the requirements provided in this guidance regarding
material changes from period to period in your financial statement
line items, known trends or uncertainties and your liquidity.
Form 10-QSB for the Fiscal Quarter Ended June 30, 2005
Notes to Consolidated Financial Statements
Revenue Recognition, page 14
2. We note your disclosure regarding fees received from mortgage
lenders. To aid investor understanding of the financing
activities
related to sales in your real estate operations, expand your
disclosure in future filings to address the following:
* Explain how sales of your real estate are financed;
* Describe, in reasonable detail, your initial and continuing
involvement in sales financing, and;
* Explain how your involvement in sales financing is reflected in
your financial statements. Address how the timing and amount of
any
assets or revenues recognized in connection with financing
activities
are determined.
Note that this comment applies to disclosure in the notes to your
financial statements as well in the business and MD&A sections of
future filings.
Marketable Securities and Comprehensive Loss, page 15
3. Please explain to us how you determined that the securities
receivable related to the ZKID stock has had value since entering
into the sale transaction. As part of your response, explain to
us
your basis for concluding that ZKID is willing and/or able to
compensate you for the fair value differential required by the
original agreement.
Note 5. Acquisitions, page 17
4. Please explain to us how you determined the fair value of the
common and preferred stock issued in the acquisition of Sovereign
Partners, LLC. Provide us with an analysis that shows the number
of
common and preferred shares used in the calculations and explain
the
basis for your determination of fair value. In addition, explain
to
us why you have not disclosed the nature of the significant
contingent consideration that may be earned by the sellers.
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. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
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 any amendment and 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 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.
You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Mark Kronforst, Senior Staff Accountant at (202) 551-
3451
or me at (202) 551-3489 if you have any questions regarding these
comments.
Very truly yours,
Brad Skinner
Accounting Branch Chief
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David A. Weisman
Cardinal Communications, Inc.
September 28, 2005
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