July 24, 2009
TIME ASSOCIATES, INC.
Larry Spirgel
Assistant Director
Securities and Exchange Commission Mail Stop 3720
Washington, D.C. 20549
RE: Time Associates, Inc.
Form 10-KSB for the year ended June 30, 2008
Filed October 14, 2008
File No. 333-59114
I have reviewed your comments letter of June 23, 2009. The stated
purpose of your letter was to assist me in our compliance with applicable
disclosure requirements and to enhance the overall disclosure in our filing. I
feel this review has been most helpful and my responses here will demonstrate
what I feel is a correct understanding of your requests.
Item 8A. Controls and Procedures, page 22
1. The management's assessment of disclosure controls and
procedures was for the year ended June 30, 2008. It was
incorrectly dated June 30, 2007 and the amended Form 10-K/A
filed now reflects the correct date. (Page 22).
2. The assessment was completed in a timely manner by management
at the end of the fiscal year June 30, 2008.
a. The assessment was based on the fact that Time
Associates, Inc, (Formally, Time Lending, California,
Inc.) is a small company and all reporting functions
are directly performed and reviewed by the CEO and
CFO. The financial reporting Controls and Procedures
address the risks factors inherent in our business.
b. There was no error in the Financial Reporting that
affected the accuracy of the financial reporting
except for the date error. This simply required a
"find and replace" word processing check that will be
made on all future filing. This was a proofreading
error that was my responsibility.
c. There was a failure to include the introductory
language of paragraph 4 and the language of paragraph
4(b) of Item 601 (b)(31) of Regulation S-K. This was
my error due to misinterpretation of the rules by
myself and my advisors. It has been corrected in the
amended 10-K/A.
1580 N. BATAVIA ST. SUITE 2 o ORANGE o 92867
PHONE: 714-288-5901 o FAX: 714-288-5919
d. We believe that our disclosure controls and
procedures for the Fiscal Year ended June 30, 2008
were effective except for the review of the Form 10
KSB whereby I and two outside reviewers missed the
date error. The reasons for this conclusion are:
i. Time Associates, Inc. is a small business.
ii. The CEO and CFO personally review and
compile all reports and data used to create
the final reports.
iii. In addition, an outside independent
accountant also reviews and compiles the
reports prior to outside auditor audit.
There is no material misstatement of the
financial reports.
iv. The misstatement of the assessment date and
the lack of the proper introductory language
in the Principal Executive Officer and
Principal Financial Officer certifications,
put our report out of compliance. This
review and our amended Form 10-K/A
corrects these reporting errors. The value
of this review by your office is that we are
now properly aware (as are our advisors) of
the proper compliance required. Our intent
is to be in compliance and to remain in
compliance with Sarbanes-Oxley Section 404.
v. The revised language of Item 8A, page 22
correctly reflects our assessment.
3. There were no changes in internal control, and the required
paragraph was added to Item 8A, p. 22 in the 10-K/A for
fiscal year June 30, 2008.
PARAGRAPH (b) OF ITEM 308T OF REGULATION S-K.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. Disclose
any change in the registrant's internal control over financial
reporting identified in connection with the evaluation required by
paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter
that occurred during the registrant's last fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting.
FORM 10-Q/A FOR THE NINE MONTHS ENDED MARCH 31, 2009
- ----------------------------------------------------
ITEM 4T. CONTROLS AND PROCEDURES, PAGE 12.
- ------------------------------------------
4. In all future filings, we will revise the disclosure of the
conclusions of our principal executive and principal financial
officers regarding the effectiveness of our disclosure
controls and procedures to clarify that the assessment was
performed as of THE END OF THE PERIOD COVERED BY OUR FORM
10-Q, AS REQUIRED BY ITEM 307 OF REGULATION S-K.
5. In future filings we will disclose any change in our internal
control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably
likely to material affect, our internal control over financial
reporting. per paragraph (b) of item 308T of Regulation S-K.
CERTIFICATIONS EXHIBITS 31.1 AND 31.2
-------------------------------------
6. We recognize that our certifications of our Principal
Executive Officer and Principal Financial Officer included in
our future Form 10 K and Form 10 Q must include THE EXACT
INTRODUCTORY LANGUAGE of paragraph 4 and the language of
paragraph 4(b) of Item 601 (b)(31) of Regulation S-K.
ACKNOWLEDGEMENT:
- ----------------
The Company and its Principal Executive Officer and its Principal
Financial Officer recognize the following
o That the company is responsible for the adequacy and accuracy
of the disclosure in the filings;
o Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action within respect to the filings; and
o 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.
Our objective is to provide reasonable assurance regarding the
reliability of our financial reporting. We recognize that our Form 10-K for the
fiscal year ending June 30, 2009 will require an attestation report on internal
control over financial reporting from our outside auditor. We have worked to
assure that with management's certifying officers daily involvement with the
business reporting, there is adequate documentation on how our internal controls
are working and continue to do so each day to support our assessment.
In order to expedite your review of the changes made in our
Form 10-KSB/A fiscal year June 30, 2008, I have attached the changed pages to
this letter.
Thank you to your assistance in this matter.
Sincerely,
/s/ Philip La Puma
---------------------------
Philip La Puma
CFO - Time Associates, Inc.
Attached: Marked up copies of changes
o Form 10-K/A Cover with Explanation Note
o Item 8A Revision. Page 22 of Form 10-K/A
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 333-59114
TIME LENDING, CALIFORNIA, INC.
(Name of small business issuer in its charter)
NEVADA 33-0730042
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1580 N. Batavia Street, Suite #2, Orange, California 92867
- ---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (including area code): (714) 288-5901
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
---------------------------------------
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X ]No [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The registrant's revenues for its most recent fiscal year were
$368,212.
The aggregate market value of the voting common equity held by non-affiliates of
the registrant computed by reference to the closing sale price of the common
stock at $0.05 per share as of September 15, 2008 was $166,606.
The number of shares outstanding of the registrant's only class of common stock,
$0.001 par value per share, was 24,398,040 as of September 15, 2008. The
registrant has no outstanding non-voting common equity.
DOCUMENTS INCORPORATED BY REFERENCE
None
================================================================================
EXPLANATORY NOTE [ADDED]
WE ARE FILING THIS AMENDMENT TO OUR FORM 10-K FOR THE FISCAL YEAR ENDED
JUNE 30, 2008 IN RESPONSE TO CERTAIN COMMENTS MADE BY THE STAFF OF THE SEC. IN
RESPONSE TO SUCH COMMENTS, WE HAVE (I) AMENDED ITEM 8A (CONTROLS AND PROCEDURES)
AND (II) FILED NEW SECTION 302 CERTIFICATIONS OF OUR CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER (EXHIBITS 31.1 AND 31.2, RESPECTIVELY) THAT INCLUDE THE
INTRODUCTORY LANGUAGE IN PARAGRAPH 4 AND PARAGRAPH 4(B). WE HAVE ALSO CORRECTED
CERTAIN MINOR GRAMMATICAL OR TYPOGRAPHICAL ERRORS THROUGHOUT THIS AMENDMENT.
EXCEPT AS DESCRIBED ABOVE, THE REMAINDER OF THE FORM 10-K IS UNCHANGED AND DOES
NOT REFLECT EVENTS OCCURRING AFTER THE ORIGINAL FILING OF THE FORM 10-K WITH THE
SEC ON OCTOBER 14, 2008
[REVISED ITEM 8A PAGE 22, REWRITTEN IN ITS ENTIRITY TO ANSWER COMMENTS #1 & 2]
ITEM 8A. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
UNDER THE SUPERVISION AND WITH THE PARTICIPATION OF MANAGEMENT,
INCLUDING OUR CHIEF EXECUTIVE OFFICER AND OUR CHIEF FINANCIAL OFFICER, WE HAVE
EVALUATED THE EFFECTIVENESS OF THE DESIGN AND OPERATION OF OUR DISCLOSURE
CONTROLS AND PROCEDURES, AS DEFINED IN RULE 13A-15(E) PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT"). SUCH DISCLOSURE CONTROLS
AND PROCEDURES ARE DESIGNED TO PROVIDE REASONABLE ASSURANCE THAT INFORMATION,
WHICH IS REQUIRED TO BE DISCLOSED IN OUR REPORTS FILED PURSUANT TO THE EXCHANGE
ACT, IS RECORDED, PROCESSED, ACCUMULATED, AND COMMUNICATED TO MANAGEMENT WITHIN
THE TIME PERIODS SPECIFIED IN THE SEC'S RULES AND FORMS. BASED ON THIS
EVALUATION, OUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER HAVE
CONCLUDED THAT OUR DISCLOSURE CONTROLS AND PROCEDURES WERE EFFECTIVE AS OF THE
END OF THE PERIOD COVERED BY THIS ANNUAL REPORT.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
MANAGEMENT IS RESPONSIBLE FOR ESTABLISHING AND MAINTAINING ADEQUATE
INTERNAL CONTROL OVER FINANCIAL REPORTING AS DEFINED IN RULES 13A-15(F) AND
15D-15(F) UNDER THE EXCHANGE ACT. UNDER THE SUPERVISION AND WITH THE
PARTICIPATION OF OUR MANAGEMENT, WHICH CONSISTS OF OUR CHIEF EXECUTIVE OFFICER
AND OUR CHIEF FINANCIAL OFFICER, WE CONDUCTED AN EVALUATION OF THE EFFECTIVENESS
OF INTERNAL CONTROL OVER FINANCIAL REPORTING BASED ON CRITERIA ESTABLISHED IN
THE FRAMEWORK IN INTERNAL CONTROL - INTEGRATED FRAMEWORK ISSUED BY THE COMMITTEE
OF SPONSORING ORGANIZATIONS OF THE TREADWAY COMMISSION ("COSO"), AS SUPPLEMENTED
BY THE COSO PUBLICATION INTERNAL CONTROL OVER FINANCIAL REPORTING - GUIDANCE FOR
SMALLER PUBLIC COMPANIES. BASED ON THEIR EVALUATION, OUR CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER CONCLUDED THAT OUR INTERNAL CONTROL OVER FINANCIAL
REPORTING WAS EFFECTIVE AS OF JUNE 30, 2008, BASED ON THESE CRITERIA.
MANAGEMENT IS AWARE THAT THERE IS A LACK OF SEGREGATION OF DUTIES AT
THE COMPANY DUE TO THE FACT THAT THERE ARE ONLY TWO PEOPLE DEALING WITH
FINANCIAL AND ACCOUNTING MATTERS. HOWEVER, AT THIS TIME, MANAGEMENT HAS DECIDED
THAT CONSIDERING THE EXPERIENCE AND ABILITIES OF THE EMPLOYEES INVOLVED AND THE
LOW QUANTITY OF TRANSACTIONS PROCESSED, THE RISKS ASSOCIATED WITH SUCH LACK OF
SEGREGATION ARE LOW AND THE POTENTIAL BENEFITS OF ADDING EMPLOYEES TO CLEARLY
SEGREGATE DUTIES DO NOT JUSTIFY THE SUBSTANTIAL EXPENSES ASSOCIATED WITH SUCH
INCREASES. MANAGEMENT WILL PERIODICALLY REEVALUATE THIS SITUATION.
NOTWITHSTANDING THE ABOVE REGARDING THE LACK OF SEGREGATION OF DUTIES,
MANAGEMENT, INCLUDING OUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER,
BELIEVES THAT THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THIS ANNUAL
REPORT PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, OUR FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND CASH FLOWS FOR THE PERIODS PRESENTED.
THIS ANNUAL REPORT DOES NOT INCLUDE AN ATTESTATION REPORT OF OUR
REGISTERED INDEPENDENT AUDITORS REGARDING INTERNAL CONTROL OVER FINANCIAL
REPORTING. MANAGEMENT'S REPORT WAS NOT SUBJECT TO ATTESTATION BY OUR REGISTERED
INDEPENDENT AUDITORS PURSUANT TO TEMPORARY RULES OF THE SEC THAT PERMIT US TO
PROVIDE ONLY MANAGEMENT'S REPORT IN THIS ANNUAL REPORT.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING [ADDED COMMENT #3]
DURING THE QUARTER ENDED JUNE 30, 2008, THERE WERE NO CHANGES IN OUR
INTERNAL CONTROLS THAT HAVE MATERIALLY AFFECTED OR ARE REASONABLY LIKELY TO HAVE
MATERIALLY AFFECTED OUR INTERNAL CONTROL OVER FINANCIAL REPORTING.
OUR MANAGEMENT, INCLUDING THE CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER, DOES NOT EXPECT THAT OUR DISCLOSURE CONTROLS AND PROCEDURES
OR OUR INTERNAL CONTROL OVER FINANCIAL REPORTING WILL PREVENT ALL ERRORS AND ALL
FRAUD. A CONTROL SYSTEM, NO MATTER HOW WELL DESIGNED AND OPERATED, CAN PROVIDE
ONLY REASONABLE, NOT ABSOLUTE, ASSURANCE THAT THE OBJECTIVES OF THE CONTROL
SYSTEM ARE MET. BECAUSE OF THE INHERENT LIMITATIONS IN ALL CONTROL SYSTEMS, NO
EVALUATION OF CONTROLS CAN PROVIDE ABSOLUTE ASSURANCE THAT ALL CONTROL ISSUES
AND INSTANCES OF FRAUD, IF ANY, WITHIN THE COMPANY HAVE BEEN DETECTED.