[Letterhead of Andrews Kurth LLP]
July 19, 2004
VIA EDGAR - CORRESPONDENCE
COURTESY COPIES VIA FEDEX
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Securities and Exchange Commission
410 Fifth Street NW
Washington, DC 20549
Attention: Barbara C. Jacobs - Mail Stop 4561
Re: Assure Data, Inc.
Registration Statement on Form SB-2 filed June 23, 2005
File No. 333-121347
Ladies and Gentlemen:
We are filing today Amendment No. Five to the above-captioned
Registration Statement and are responding to each of your comments in your
letter dated July 13, 2005 in the amendment and as discussed below.
We are also sending a courtesy copy of the amended Registration
Statement to Morgan Youngwood and Jeffrey Werbitt, blacklined to show changes
from Amendment No. 4. Page references described in this letter pertain to the
clean courtesy copy and not necessarily to either the courtesy blackline or the
Edgar version.
Use of Proceeds, page 9
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1. We note your response to prior comment 2 that management advised Assure
Data that they have committed to advance the offering costs if no
shares are sold. Please revise your disclosure to clarify whether
management will only advance offering costs if no shares are sold. Who
will pay the shortfall of your offering expenses if you obtain nominal
proceeds that are inadequate to pay the expenses? Also, revise your
disclosure to provide a materially complete description of the
arrangement that Assure Data has with its officers. Is there a written
agreement with the officers?
The disclosure in "Uses of Proceeds" has been clarified. A written
commitment to cover any deficit in offering costs has been signed and
included as Exhibit 10.2. Page 9
Securities and Exchange Commission
July 19, 2004
Page 2
Description of Business, page 10
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2. We refer you to prior comment 3. You disclose that Assure Data
contacted a vendor that is willing to provide a select email listing of
information technology employees and consultants. Please confirm that
there are no other fees or expenses associated with Assure Data's
acquisition of the referenced email listing. In this regard, tell us
whether any of the offering proceeds will be utilized to purchase the
email listing. Also, advise whether there are any privacy concerns
related to the acquisition and/or utilization of the select email
listing. For example, how was the information collected and how will
the information be used?.
The payment terms have been clarified, and a statement regarding
privacy issues has been added. Page 10.
Competition, page 14
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3. We note that you refer to Dun & Bradstreet in response to prior comment
4. Please furnish the source of the statistic from Dun & Bradstreet. To
expedite our review clearly highlight the applicable portion or section
containing the statistics. Also, supplementally tell us whether the
source of the statistics is publicly available without cost or at a
nominal expense. If the source is not publicly available, tell us why a
consent is not needed to use the statistic in your prospectus. Also,
revise to provide a more complete citation to the research derived from
Dun & Bradstreet. For example, as applicable, disclose the title of the
source of information and its date.
The Company has found a more up to date source of these statistics and
replaced the Dun & Bradstreet reference. The new source is publicly
available via the Internet. Page 14.
4. Please revise to disclose the basis for your belief that the number of
potential customers in North America is over 2.2 million based upon
your research through Dun & Bradstreet of companies with gross sales of
more than $100,000 or more than 15 employees. In this regard disclose
why you concluded that all companies in North America with sales of
more than $100,000 or more than 15 employees are potential customers.
A statement of the basis for the Company's belief has been added. Page
14.
Management's Discussion and Analysis or Plan of Operation, page 14
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5. We note that you estimate that the annual cost to be a small business
reporting company to be approximately $3,000 a month. We also note that
you disclose that Assure Data will have adequate financial resources to
meet its financial obligations as you currently conduct business for at
least twelve months. In light of the fact that you anticipate a short
Securities and Exchange Commission
July 19, 2004
Page 3
fall of $170 a month, please reconcile your disclosure. In this regard,
please discuss whether you will be able to meet your financial
obligations, including the annual cost to be a reporting company, for
the next twelve months if you only receive nominal proceeds in this
offering. Also, you should consider the impact of purchasing the select
email listing when discussing your ability to meet your financial
obligations. Further, consider additional risk factor disclosure that
addresses the additional cash needs of the company resulting from your
reporting obligation
Language has been added to "Resources" to address these matters. Page
15.
6. We note that you have commitments from additional companies that will
be active customers by June 30, 2005. To the extent that these are
definitive and binding agrees, please disclose. Otherwise, your
disclosure should also address your liquidity if Assure Data does not
receive additional revenue from additional companies.
This disclosure has been clarified to state that there are active
negotiations, but not commitments.
Notes to Financial Statements, December 31, 2004
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Organization and Summary of Significant Accounting Policies, page F-7
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Revenue Recognition
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7. We note your response to prior comment number 9 in the letter dated
June 23, 2005. As previously requested, revise your revenue recognition
policy to include the related revenue recognition criteria considered
in determining when to recognize revenue and how management determines
when those criteria have been met. Specifically, since it appears that
the monthly fee is recognized based on the provisions of SAB 104,
indicate how you determine that the following criteria have been met:
o Persuasive evidence of an arrangement exists;
o Delivery has occurred or services have been rendered;
o The seller's price to the buyer is fixed or determinable; and
o Collectibility is reasonably assured.
We have expanded our disclosure on page F-7 for revenue recognition for set-up
fees under SAB 104 to specifically state the four revenue recognition criteria
included therein and that revenue is recognized based on the Company's
determination that these criteria have been met.
Securities and Exchange Commission
July 19, 2004
Page 4
Notes to financial Statements, March 31, 2005, page F-14
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8. We note the increase in due to related party of $11,311 during the
three months ended March 31, 2005. Revise to disclose the nature and
terms of this increase. Also tell us what consideration you gave to
including a similar discussion in Certain Relationships and Related
Transactions on page 19.
We have added a related party footnote to page F-14 to disclose the nature and
terms of the increase in due to related party and included a similar discussion
in Certain Relationships and Related Transactions on page 19.
Please contact the undersigned if you have any further comment.
Sincerely yours,
/s/ Ronald L. Brown
Ronald L. Brown
cc: Bob Lisle
Palmer Miles