Mail Stop 3561
February 2, 2006
Mr. Gordon Ellison
Chief Financial Officer
BSD Software, Inc.
Suite 300
5824 Second Street, S.W.
Calgary, Alberta
Canada T2H 0H2
Re: BSD Software, Inc.
Form 10-KSB/A for Fiscal Year Ended July 31 31, 2005
Filed December 23, 2005
File No. 0-27075
Dear Mr. Ellison:
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 address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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 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 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-KSB for the fiscal year ended July 31, 2005
Liquidity and Capital Resources, page 14
1. Disclose the fact that a large percentage of your accounts
receivable balance is due from a small amount of customers and the
impact late payment or non-payment from those customers could have
on
your liquidity.
Report of Independent Registered Public Accounting Firm, page F-2
2. We note that your audit report was signed by an audit firm
based
in California. We also note that you conduct your operations in
Canada, your revenues are generated in Canada and all of your
assets
are located in Canada. Please tell us where the majority of audit
work was conducted and how you concluded that it is appropriate to
have an audit report issued by an auditor licensed in California.
Consolidated Statements of Operations and Comprehensive Income, as
restated, page F-5
3. In future filings, revise your presentation to comply with SAB
11:B.
Note 1 - Nature of Business, page F-8
4. Tell us the current status of the merger agreement with
NeoMedia
Technologies, Inc. and your consideration of Item 3-10(c) of
Regulation S-B.
Note 3 - Significant Accounting Policies
Minority Interest, page F-11
5. We note you are net income positive for the fiscal year ended
July
31, 2005. Tell us, citing the appropriate accounting literature,
why
you are not calculating and recording minority interest.
Note 8. Stock Options and Warrants, page F-17
6. We note your Stock Bonus Plan was adopted and approved in July
2005. Please tell us why the plan document has not been filed as
an
exhibit with your Form 10-KSB or with a subsequent filing.
Note 10. Concentration of Risk, page F-17
7. Tell us why management does not consider the three customers
that
represent 90% of your accounts receivable balance a significant
credit risk. Also tell us how you have determined that no
allowance
for doubtful accounts is necessary.
Exhibit 31.1 and Exhibit 31.2
8. We note your omission of paragraph 4(b) and related footnote on
your Officer`s Certificate Pursuant to Section 302. In accordance
with Release No. 33-8238, the compliance period was extended for
small business issuers until the first fiscal year ending on or
after
July 15, 2005. Since your fiscal year is ended July 31, 2005,
please
amend your filing to include the appropriate language under
paragraph
4(b).
* * * * *
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. Detail letters greatly facilitate our
review.
Please file your response letter via EDGAR. 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
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 filings; 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 filings or
in
response to our comments on your filings.
You may contact Bob Carroll, Staff Accountant, at (202) 551-
3362 or Kyle Moffatt, Branch Chief Accountant, at (202) 551-3836
if
you have questions regarding comments on the financial statements
and
related matters. Please contact me at (202) 551-3810 with any
other
questions.
Sincerely,
/s/ Kyle Moffatt for
Larry Spirgel
Assistant Director
??
??
??
??
Mr. Gordon Ellison, Chief Financial Officer
BSD Software, Inc.
February 2, 2006
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE