Andrews Kurth LLP
1717 Main Street
Suite 3700
Dallas, Texas 75201
214.659.4400 Phone
214.659.4401 Fax
andrewskurth.com
[LETTERHEAD OF ANDREWS KURTH] Ronald L. Brown
214.659.4469 Direct
214.659.4819 Fax
August 4, 2005
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
Attention: Jeffrey B. Werbitt Mail Stop 4-6
Re: Assure Data, Inc.
Amendment No. 6 to Registration Statement on Form SB-2 File No. 333-121347
Gentlemen:
We are filing today Amendment No. Six to the above-captioned registration
statement and are responding to each of your comments in your letter dated July
29, 2005 in the amendment and as discussed below.
We are also sending a courtesy copy of the amended Registration Statement
to Jeffrey Werbitt and Melissa Walsh, blacklined to show changes from Amendment
No. 5. Page references described in this letter pertain to the clean courtesy
copy and not necessarily to either the courtesy blackline or the Edgar version.
Prospectus
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Form SB-2
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Risk Factors, Page 5
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We have a limited operating history, and our business is unproven, Page 5
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1. We note your additional disclosure that your general and administrative
expenses will increase if you become a reporting company following your
offering. Please revise to clarify that you will be a reporting company
following the closing of this offering or otherwise advise. Also, expand
your disclosure to more clearly explain your anticipated monthly costs and
your anticipated shortfall. In light of your anticipated shortfall, explain
Securities and Exchange Commission
August 4, 2005
Page 2
the risk that results if Assure Data only receives nominal proceeds in this
offering.
The risk factor has been expanded in response.
Description of Business, Page 10
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Competition, Page 14
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2. We note that you refer to research conduced through infoUsa.com. Please
furnish the source of the statistic from this web site. To expedite our
review clearly highlight the applicable portion or section containing the
statistics and tell us how you reached your conclusions based on this
information. Also, supplementally confirm that 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 form infoUsa.com. For example, as
applicable, provide the Internet web address where the information can be
found.
This disclosure has been expanded in explanation of the use of the Website.
We confirm to you supplementally that the source of the statistics is
publicly available without charge.
Management's Discussion and Analysis or Plan of Operation, Page 14
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3. We refer you to prior comments 5 and 6. We note that you estimate that the
annual cost to be a small business reporting company to be approximately
$3,000 a month. In view of the fact that you do not have definitive
agreements with any new customers or with existing customers for additional
revenue, revise your disclosure to address your liquidity if Assure Data
does not receive additional revenue of $1,000 a month. In this regard,
disclose that your prospective shortfall will be $1,175 a month rather than
$175.00, if you receive nominal proceeds. Also, you should expand your
current disclosure to more completely explain how you plan to address this
prospective shortfall if you are unable to find additional customers. For
example, how do you plan to reduce your expenses? Have any of your
shareholders committed to make loans to Assure Data to alleviate the
shortfall? If not, why do you believe that you will have adequate financial
resources to meet your obligations for at least twelve months following the
date of this prospectus?
This disclosure has been expanded. In addition, in Exhibit 10.2, management
have added to the financial commitment to cover negative cash flow for 12
months.
Securities and Exchange Commission
August 4, 2005
Page 3
Notes to Financial Statements, December 31, 2004
Organization and Summary of Significant Accounting Policies, Page F-7
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Revenue Recognition
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4. We note the revisions made to our revenue recognition policy disclosure in
which you disclose the criteria you apply in determining when to recognize
the set-up fee. For your monthly fee, you continue to indicate that you
apply the criteria in FASB Concepts Statement No. 5 in determining when to
recognize revenue. It appears that the monthly fee is recognized based on
the provisions of SAB 104. As such, as previously requested, revise your
revenue recognition policy to include the related revenue recognition
criteria under SAB 104 considered in determining when to recognize revenue
for your monthly fee. Also indicate how management determines when those
criteria have been met. Alternatively, explain why SAB 104 is not the
appropriate accounting literature for your monthly fee.
The Company has expanded its discussion regarding the applicability of SAB
104 to include the monthly fees and how management determines that the
criteria provided in SAB 104 have been met. The Company has also expanded
its disclosure regarding set-up fees to clarify the policies for the 30 day
refund period and the expected period of performance.
Please contact the undersigned with your further questions and comments.
Sincerely,
/s/ Ronald L. Brown
Ronald L. Brown
cc: Robert Lisle
Palmer Miles