Steven A. Saide
Attorney At Law
158 West 27th Street, Third Floor
New York, NY 10001
July 27, 2006
Mr. George F. Ohsiek, Jr.
Branch Chief
Securities and Exchange Commission
Division of Corporate Finance
450 5th Street N. W.
Stop 3561
Washington, D.C. 20549
Re: International Imaging Systems, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2006
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Dear Mr. Ohsiek:
On behalf of my client, International Imaging Systems, Inc.
(the "Company"), this letter responds to the comments contained in your letter
of June 29, 2006, relating to the Company's Annual Report on Form 10-KSB (the
"Annual Report") and the Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2006 (the Quarterly Report"). For your
convenience, by copy of this letter we will be providing you with two marked
copies of Amendment No. 1 to the Annual Report and Amendment No. 1 to the
Quarterly Report, both of which are being filed with the Commission today.
Responses to Comments
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Set forth below are individual responses to each of the
comments contained in your letter. The captions set forth below correspond to
the captions in your letter. References to page numbers relate to the Annual
Report or the Quarterly Report, as the case may be.
Form 10-KSB for Fiscal Year Ended December 31, 2005
Management's Discussion and Analysis, page 9
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1. In response to your comment, Management's Discussion
and Analysis has been revised to more clearly address the Company's lack of any
remaining active continuing operations that would be expected to generate future
revenues. Additionally, and with the benefit of hindsight, a related risk factor
has been added.
Mr. George F. Ohsiek, Jr.
July 27, 2006
Page 2
Item 8A. Controls and Procedures, page 11
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2. In response to your comment, the citation has been
revised to reference Exchange Act Rules 13a-15(e) and 15d-15(e).
3. In response to your comment, the conclusions of the
certifying officer have been revised to reflect such conclusions as of the end
of the period covered by the report.
4. In response to your comment, the disclosures
regarding the Company's certifying officer's conclusion as to the effectiveness
of the Company's controls has been revised.
5. In response to your comment, the section dealing with
changes in internal controls has been revised.
Financial Statements
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Consolidated Statements of Operations, page F-3
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6. In response to your comment, earnings per share
amounts have been rounded to the nearest whole cent, or nil.
Note G. Income Taxes, page F-11
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7. The Note has been revised to disclose the amount of
the net change during the year of the valuation allowance.
8. The Note has been revised to disclose the allocated
tax benefit to continuing and discontinued operations for the two years covered
by the Statement of Operations.
Notes I. Pending Spin-Off and J. Disposition of Subsidiary, page F-12
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9. The Company has reflected Renewable Assets, Inc. as a
discontinued operation for the following reasons:
(a) The spin-off was approved by the Company's board
of directors on April 13, 2004, which approval
remains in full force and effect. Since then the
Company has attempted to comply with applicable
rules and regulations relating to the spin-off
by initially filing a registration statement on
Form 10 for Renewable Assets, Inc. ("RAI") which
inadvertently became effective and RAI
subsequently deregistered in response to the
Staff's comments. RAI then filed a registration
statement on Form SB-2 (Reg. No. 333-129458),
Mr. George F. Ohsiek, Jr.
July 27, 2006
Page 3
among other things, relating to the shares of
RAI to be distributed to the Company's
shareholders. In response to the Staff's
comments, that portion of the shares to be
registered was deleted. Upon the registration
statement becoming effective, RAI will be a
reporting issuer and then be in a position to
comply with the applicable rules and regulations
relating to spin-offs. RAI intends to do so as
soon as practicable.
(b) RAI does not currently provide cash flows to or
receive cash flows from the Company.
(c) The Company does not have a significant
managerial involvement in the operations of
Renewable.
10. In response to your comment, please be advised that
no General and Administrative Expenses were reclassified to discontinued
operations. The only expenses reclassified to Discontinued Operations consist of
those expenses that are (1) directly incurred by the discontinued subsidiaries
and (2) will not be incurred in the future by the Company.
11. The footnote disclosure relating to discontinued
operations has been revised to disclose the results of operations of RAI and
Advanced Imaging Systems, LLC for both of the years for which the Statements of
Operations are presented.
12. The Consolidated Balance Sheet has been revised to
present assets and liabilities of discontinued operations separately in the
assets and liability sections respectively.
Note L Segment Reporting, page F-14
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13. Footnote disclosure has been revised to present
segment information for all periods for which a Statement of Operations is
presented. Segment information is reconciled to Continuing Operations. Segment
information is presented in the footnote to disclose material operations
occurring during 2005.
Exhibit 31 Certifications of Principal Executive and Principal Financial Officer
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14. In response to your comment, the Certifications have
been revised in accordance with Securities Exchange Act of 1934 Rules 13a-15 and
15d-15(e).
15. The titles of the Company's certifying officer have
been eliminated.
Form 10-QSB for the Quarterly Period Ended March 31, 2006
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16. Amendment No. 1 to the Quarterly Report reflects your
comments to the extent applicable, including, without limitation, revisions to
the M, D & A, earnings per share, Item 3 and Exhibit 31.1.
Mr. George F. Ohsiek, Jr.
July 27, 2006
Page 4
* * *
Attached hereto is the requested written statement from the
Company.
Please feel free to contact the undersigned at (212) 367-9400
if you have any comments with respect to the foregoing.
Very truly yours,
/s/ STEVEN A. SAIDE
Steven A. Saide
INTERNATIONAL IMAGING SYSTEMS, INC.
2419 E. Commercial Boulevard, Suite 307
Ft. Lauderdale, FL 33308
July 27, 2006
Securities and Exchange Commission
Division of Corporate Finance
450 5th Street N.W.
Washington, D.C. 20549
Re: International Imaging Systems, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2006
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Ladies and Gentlemen:
In connection with responding to the Staff's comments
contained in a letter, dated June 29, 2006, from George F. Ohsiek, Jr., Branch
Chief, regarding the above referenced filings, International Imaging Systems,
Inc. (the "Company") hereby acknowledges the following:
1. The Company is responsible for the adequacy and
accuracy of the disclosure in its filings;
2. Staff comments or changes in disclosure in response
to Staff comments do not foreclose the Commission
from taking any action with respect to the filings;
and
3. 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.
Very truly yours,
INTERNATIONAL IMAGING SYSTEMS, INC.
By: /s/ C. LEO SMITH
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C. Leo Smith
Chief Executive Officer