July 17, 2006
By facsimile to (303) 223-1111 and U.S. Mail
Mr. Howard Brill
President and Chief Executive Officer
Global Employment Holdings, Inc.
10375 Park Meadows Drive, Suite 375
Lone Tree, CO 80124
Re: Global Employment Holdings, Inc.
Pre-effective Amendment 2 to Registration Statement on Form
S-1
Filed July 10, 2006
File No. 333-133666
Dear Mr. Brill:
We reviewed the filing and have the comments below.
Prior Comment 6
1. The $21,151,892 restricted stock compensation expense in the
January 1, 2006 Statements of Operations should also be classified
as
a component of operating income (loss). Also, given that SFAS
123(R)
has been adopted, please update the assessment of implementation
on
page F-9.
Prior Comment 10
2. We understand that your accounting for the series C and D
preferred stock was based on the guidance in EITF D-98 and SFAS
150.
We understand that the preferred stock was classified as temporary
equity at January 2, 2005 because the preferred stockholders
controlled a majority of the board of directors and, presumably,
could unilaterally force GES to engage in a transaction which
would
trigger the share redemption program outlined in the master
investment agreement. We understand that the preferred stock was
revalued in the quarter ended January 1, 2006 based on
management`s
assessment, as described in your June 19, 2006 letter, that
redemption was probable. The $36,692,909 revaluation is classified
as
a non-operating expense in the January 1, 2006 Statement of
Operations. Please clarify for us why this amount was classified
as
an expense rather than as an adjustment to income attributable to
common shareholders. In this regard, see the guidance in paragraph
18
of EITF D-98. We note also the guidance in paragraph 26 of EITF D-
98.
Please note the disclosures outlined in paragraph 26 of SFAS
154.
Exhibits
3. We note the response to prior comment 2. Unlike Item 601(b)(2)
of
Regulation S-K, Item 601(b)(10) of Regulation S-K requires the
filing
of material contracts, including attachments, in their entirety,
absent an order granting confidential treatment. Attachments
include, for example, annexes, appendices, exhibits, and
schedules.
It does not appear that you filed exhibit A to exhibit 10.17 or
schedules 6.3 and 6.4 to exhibit 10.19. Please refile in their
entirety these exhibits and the other exhibits identified in
comment
53 in our May 25, 2006 letter.
4. We note the response to prior comment 2 concerning exhibits
10.22,
10.23, and 10.24 to the current report on Form 8-K dated March 31,
2006 and filed April 4, 2006. Since executed agreements supersede
those exhibits, file by amendment the executed agreements as
exhibits.
Exhibit 23.3
5. Refer to prior comment 14. Revise to identify with specificity
the registration statement for which the consent is provided.
Closing
File an amendment to the S-1 in response to the comments. To
expedite our review, Global may wish to provide us three marked
courtesy copies of the amendment. Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If Global
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter. We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Global and its management are in
possession
of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of
the
disclosures that they have made.
If Global requests acceleration of the registration
statement`s
effectiveness, Global should furnish a letter at the time of the
request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Global from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.
* Global may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceeding
initiated by the Commission or any person under the United States`
federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Global provides us in our review of the
registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Alfred P.
Pavot, Jr., Staff Accountant, at (202) 551-3738. You may direct
questions on other comments and disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or
Christopher B. Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Adam J. Agron, Esq.
Brownstein Hyatt & Farber, P.C.
410 17th Street, 22nd Floor
Denver, CO 80202
Mr. Howard Brill
July 17, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE