Mail Stop 6010
August 19, 2005
Via U.S. Mail and Facsimile to (734) 741-5859
Nicholas K. Fortson
Chief Financial Officer
University Bancorp, Inc.
959 Maiden Lane
Ann Arbor, Michigan 48105
Re: University Bancorp, Inc.
Form 10-K for the year ended December 31, 2004
Filed March 30, 2005
Forms 10-Q for the periods ended March 31, and June 30, 2005
File No. 000-16023
Dear Mr. Fortson:
We have reviewed your filings 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 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 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
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments 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-K for the Fiscal Year Ended December 31, 2004
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
1. We note the reference to the report of other auditors on the
financial statements of Midwest Loan Services, Inc. (Midwest) for
2002, 2003 and 2004. Please respond to the following comments
related to the report of other auditors for Midwest in Exhibit
23.1:
* The report of other auditors in Exhibit 23.1 only includes an
opinion for the year ended December 31, 2004. Please amend to
include the report of other auditors for 2003 and 2002 since your
principal auditor expressed reliance on the report of other
auditors
for those years too.
* It appears that Richard C. Woodbury, CPA, is not registered with
the PCAOB. It also appears that the audit report for Midwest
should
be performed by an auditor registered with the PCAOB. See Rule
2100
and 1001 (p)(ii) of the PCAOB. Please revise or advise.
* We note that the report does not state that the audit was
performed
in accordance with PCAOB standards. Please revise to provide a
report that does comply with the standards of the PCAOB (United
States).
Item 9A. Controls and Procedures
2. We note the statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "except as described below."
Given the exceptions noted, it remains unclear whether your chief
executive officer and chief financial officer have concluded that
your disclosure controls and procedures are effective. Please
revise
your disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls
and procedures. For example, if true, you can state that your
disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters. Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.
Please also amend your March 31, and June 30, 2005 Forms 10-Q, as
applicable, to comply.
3. Please revise your disclosure to refer to Rule 13a-15(e).
Also,
please note that the meaning of disclosure controls and procedures
is
established by Rule 13a-15(e) of the Exchange Act. Please revise
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), or remove the
definition
from your conclusion. Please also amend your March 31, and June
30,
2005 Forms 10-Q, as applicable, to comply.
* * * *
As appropriate, please amend your December 31, 2004 Form 10-
K
and March 31, and June 30, 2005 Forms 10-Q 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 amendments 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 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 Traci Hornfeck, Staff Accountant, at (202)
551-
3642 or me at (202) 551-3604 if you have questions regarding these
comments. In this regard, do not hesitate to contact Brian
Cascio,
Branch Chief, at (202) 551-3676.
Sincerely,
Kate Tillan
Assistant Chief Accountant
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Mr. Nicholas K. Fortson
University Bancorp, Inc.
August 19, 2005
Page 4
Nicholas K. Fortson
Univeristy Bancorp, Inc.
August 19, 2005
Page 4