Mail Stop 4561
September 28, 2005
Mr. Jeffrey I. Dreben
CEO and President
CVF Technologies Corporation
8604 Main Street, Suite I
Williamsville, New York 14221
RE: CVF Technologies Corporation
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Filed April 8, 2005
File No. 0-29266
Dear Mr. Dreben:
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. Please provide a written response to
our
comments. 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 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
General
1. We note your disclosure in your Form 12-b25 filed March 31,
2005
that you were unable to file your Form 10-K timely because your
independent accountants` procedures were not complete as of March
31,
2005. We also note that the independent accountant`s report on
your
consolidated financial statements included in your Form 10-K is
dated
February 25, 2005. Please tell us the procedures your independent
accountants were unable to complete that resulted in the late
filing.
Audited Financial Statements
General
2. Please tell us how you determine the appropriate valuation of
your
equity method investments and their financial results included
in
your audited financial statements. Tell us if and when you
typically
receive audited financial statements from the consolidated and
non-
consolidated investee companies.
Consolidated Balance Sheets, page F-4
3. Please tell us why you do not report a minority shareholders`
interest in Ecoval on your balance sheet as of December 31, 2004
and
2003.
Note 3 - Summary of Significant Accounting Policies
[a] Principles of Consolidation, page F-15
4. We note your disclosure on page one that you are involved in
the
business of managing early stage companies. Please provide us
with
your comprehensive analysis describing how you determined whether
to
consolidate, use the equity method, or use the cost method to
account
for each of your investee companies as of each balance sheet date
presented. Describe your lending and financing activities and
level
of involvement with each investee during the periods presented and
how that impacted your analysis. Cite the specific accounting
guidance upon which you relied.
Note 5 - Holdings, page F-25
5. Please clearly explain how the transactions described in items
[ii] and [iii] on page F-26 resulted in a decrease of your
ownership
percentage in SRE and Biorem during 2004. In your analysis:
* describe the facts and circumstances of each transaction and
specifically identify the parties involved; and
* provide us with the journal entries you used to record each
transaction.
Note 6 - Technology and Goodwill, page F-29
6. We note that you reported net losses for your Identification
System segment for 2003 and 2004. Please provide us with your
comprehensive goodwill analysis as of December 31, 2003 and 2004.
Tell us how you determined the fair value of your Identification
Systems segment as of each balance sheet date, including the
specific
assumptions you used to determine the future earnings and cash
flows
potential.
Note 7 - Long-Term Debt, page F-30
7. We note that the convertible debt issued by Gemprint matured on
May 1, 2001 and is past due. Please tell us the circumstances
related to the continued past due status of this debt, your
expectations regarding future repayment, and whether the debt
holders
have any recourse against CVF as a result of the continued
delinquency.
8. Please tell us whether you guarantee any debt issued by your
consolidated and non-consolidated investee companies. If so,
provide
us with a description of each debt issue that you guarantee and
the
amount outstanding at December 31, 2003 and December 31, 2004.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter 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 filings to be certain that the
filings include 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 Ben Phippen, Staff Accountant, at (202) 551-
3697 or me at (202) 551-3449 if you have questions.
Sincerely,
Joyce Sweeney
Branch Chief
Mr. Jeffrey I. Dreben
CVF Technologies Corporation
October 11, 2005
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