Mail Stop 6010
December 19, 2005
VIA U.S. MAIL AND FAX (305) 529-6201
Mr. Michael Karpheden
Chief Financial Officer
iCurie, Inc.
Espirito Santo Plaza
1395 Brickell Avenue
Suite 800
Miami, Florida 33131
Re: iCurie, Inc.
Form 8-K dated July 8, 2005
Filed July 14, 2005
File No. 333-64840
Dear Mr. Karpheden:
We have reviewed your response dated December 2, 2005 and
have
the following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. In our comments, we asked 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 8-K dated July 8, 2005
1. Please refer to our prior comment 1. We see your response that
the
auditors of iCurie Korea did not feel it necessary to include a
going
concern paragraph in their audit report since they believe
sufficient
disclosure was provided in Footnote 18. Please specifically tell
us
why the auditors did not feel a going concern paragraph was
necessary. Support your conclusions with references to applicable
U.S. generally accepted auditing standards. We also refer you to
the
AU Section 341.
2. Please refer to our prior comment 2. We see from your response
that iCurie Korea entered into an agreement to sell their
intangible
assets to iCurie UK. Please respond to the following:
* Please clarify for us whether iCurie UK was a related party at
the
time of the transaction. If so, please tell us why there is not
disclosure in Footnote 14 regarding related party activity.
* Please clarify for us how you accounted for the sale of the
intangibles. Specifically tell us how your accounting for the
transaction complied with U.S. generally accepted accounting
principles.
3. Please refer to prior comment 3 from our November 2, 2005
letter.
We note from your response that you are accounting for the
registration rights agreement similar to View C in EITF 05-04.
Under
View C, you would account for the registration rights agreement
under
SFAS 133. From your response, it appears that you are accruing
penalties as they become probable and estimable under SFAS 5 and
that
you have not separately accounted for the registration rights
agreement as a derivative liability and recorded it at fair value.
Please explain to us in more detail how you have accounted for the
registration rights agreement as a derivative under SFAS 133.
Form 10-QSB for the period ended September 30, 2005
Financial Statements
General
4. Based on disclosures in Note 1 it does not appear that your
planned principal operations have commenced. In addition, we noted
that there has been no significant revenue from any such
operations.
Please provide us with a detailed explanation as to why you do not
consider the company to be a development stage enterprise. See
paragraphs 8 and 9 of SFAS 7. Please advise or revise your
financial
statements to comply with the disclosure provisions of SFAS 7.
Note 1. Summary of Significant Accounting Policies, page 5
Organization, page 5
5. We see that the share exchange was accounted for as a "reverse
acquisition" with Cedar Mountain being the legal acquirer and
iCurie
UK being the accounting acquirer. Tell us in detail how you
accounted
for the transaction. Note that we consider "reverse acquisitions"
by
which a private operating company acquires control of a non-
operating
public shell to be capital transactions in substance, rather than
business combinations. Please clarify the basis for your financial
statements as presented and revise the filing as necessary based
on
our comment.
Note 4. Stockholders` Equity, page 9
6. Please outline all of the significant terms of the Series A
Preferred Stock, including a discussion of all settlement
alternatives and who controls them. Your discussion should
address
all significant terms such as dividend rights, voting rights,
conversion, redemption and call options.
7. Please tell us about your assessment of the accounting for the
preferred stock and any embedded derivatives. Provide an analysis
of
your consideration of SFAS 150, SFAS 133 and EITF 00-19. If
applicable, please also address EITF 00-27 and EITF Topic D-98.
Also
address whether or not you believe the instrument is a debt host
or
an equity host under paragraph 61(l) of SFAS 133.
8. We see from your table on page 10 that you issued warrants to
purchase Common Stock and warrants to purchase Preferred Stock in
July 2005. Please tell us how you accounted for and valued the
warrants and why. Please provide us with your analysis under SFAS
133 and EITF 00-19. Please include all of the significant terms
of
the warrants in your response, including any registration rights.
See
also Section II. B of the Current Accounting and Disclosure Issues
in
the Division of Corporation Finance, dated December 1, 2005.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR as correspondence. Please understand
that
we may have additional comments after reviewing your responses to
our
comments.
You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640, or me at (202) 551-3603 if you have questions. In this
regard,
do not hesitate to contact Angela Crane, Accounting Branch Chief,
at
(202) 551-3554.
Sincerely,
Jay Webb
Reviewing Accountant
Mr. Michael Karpheden
iCurie, Inc.
December 19, 2005
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