Mail Stop 4-6
March 24, 2005
VIA FACSIMILE (303) 347-8763 AND U.S. MAIL
James H. Watson, Jr.
Chief Executive Officer
1st Net Technologies, Inc.
1869 W. Littleton Boulevard
Littleton, Colorado 80120
RE: 1st Net Technologies, Inc.
Preliminary Schedule 14A
Filed August 27, 2004, January 7, 2005 and January 14,
2005
Definitive Schedule 14A
Filed January 19, 2005
Revised Definitive Schedule 14A
Filed February 25, 2005
File No. 0-27145
Dear Mr. Watson:
We conducted a targeted accounting review of the Exchange
Act
reports incorporated into your amended proxy statement and we have
the following additional comments. 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.
Schedule 14A
1st Net Technologies Financial Statements
Pro Forma Financial Statements
1. Explain why the pro forma balance sheet as of September 30,
2004
does not include any adjustments that reflect the combination of
these companies. In this regard, pro forma financial information
should include a summary discussing the nature to the acquisition
and
the accounting implications. The statements should show the
adjustments in a separate column showing the reverse acquisition
and
the pro forma condensed balance sheet shall be computed assuming
the
transaction was consummated at the end of the most recent period
for
which a balance sheet is required by Regulation S-X, Article 3-01.
See Regulation S-X, Article 11-02 (b) (4) and (6). Furthermore,
all
adjustments should be referenced to notes which clearly explain
the
assumptions involved.
2. Explain why the pro forma condensed income statement is not
presented using 1st Net Technologies` most recent fiscal year end.
Furthermore, explain why the pro forma condensed income statement
presented is combining 1st Net Technologies, Inc. three months
ended
September 30, 2004 results with VOS Systems, Inc. twelve months
ended
September 30, 2004 results. See Regulation S-X, Article 11-02 (c)
(2) (i) and 11-02 (c) (3). Additionally, explain why the pro
forma
condensed income statement does not include any adjustments when
arriving at the pro forma results. See Regulation S-X, Article
11-02
(b) (6). Ensure that the periods included in each pro forma
statement are accurately labeled and identified.
Form 10-KSB for the year ended December 31, 2003
Auditor`s Opinion, Page F-2
3. Explain why the heading in the auditor`s opinion is not titled
"Report of Independent Registered Public Accounting Firm." Refer
to
the appendix to the Public Company Accounting Oversight Board
(PCAOB)
Auditing Standard #1 for an illustrative example. Furthermore,
explain why the audit opinion does not reference the Public
Company
Accounting Oversight Board. Refer to the PCAOB Auditing Standard
#1,
Section A.
Lease Obligations, Page F-10
4. Explain how you consider your disclosure controls and
procedures
effective (your page 9) despite the fact that a lease obligation
disclosed in your financial results was in reality the obligation
of
an affiliate. Indicate why the reversal of the lease obligation
represents a gain instead of a correction of an accounting error
since the lease never represented an obligation of the company.
See
paragraph 13 of APB 20. Cite the accounting literature that
supports
your accounting. Additionally, explain how the lack of a contract
with a landlord since 2001 releases you from your lease
obligation.
In this regard, what factors were considered to arrive at the
conclusion that the probability of collection actions on the
office
lease is remote?
Extinguished Liabilities, Page F-12
5. Explain to us your payroll tax accrual process. In this
regard,
since you have operated as a public shell since August 2001, what
considerations did you take into account when arriving at the
payroll
tax accrual? Furthermore, we note that you recorded an accrual
for
terminating operations for $350,000 in December 2000. Tell us how
you estimated the accrual and cite the accounting literature that
supports your accounting. See EITF 94-3. Tell us how much of the
$191,332 of liabilities incurred during 2001 through 2003 relates
to
each year and indicate the nature of the liabilities incurred.
Indicate why the reversal of the remaining accrual does not
represent
a correction of an accounting error.
Form 12b-25 filed on March 24, 2004
6. Please clarify the statement that your "accountant`s (sic)
cannot
complete the financial statements to be included in [your] Annual
Report on Form 10-KSB for the year ended December 31, 2003."
Explain
why your Independent Registered Public Accounting Firm affects
your
ability to file your Form 10-KSB timely.
* * * *
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. 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 supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
No further review of these Exchange Act reports has been or
will be made. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings reviewed by
the staff to be certain that they have provided all information
investors require for an informed 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.
You may contact Jason Niethamer, Staff Accountant, at (202)
842-5675 or Stephen Krikorian, Branch Chief - Accounting, at (202)
942-2959 if you have questions regarding comments on the financial
statements and related matters. Direct all other questions to
Robert
Bell, Staff Attorney, at (202) 942-1953. If you need further
assistance, you may contact me at (202) 942-1818. For additional
assistance, you may also contact Barbara C. Jacobs, Assistant
Director, at (202) 942-1800.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online
Services
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Mr. James H. Watson, Jr.
1st Net Technologies, Inc.
Schedule 14A; File No. 0-27145
March 24, 2005
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