Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127 Fax (303) 431-1567
November 6, 2007
SECURITIES AND EXCHANGE COMMISSION
DIVISION OF CORPORATION FINANCE
Mail Stop 7010
Washington D.C. 20549
Re: USA Superior Energy Holdings, Inc. Form 10-KSB for Fiscal Year Ended
December 31, 2006, filed April 13, 2007 File No. 0-52405.
In response to your comment letter dated September 13, 2007, the
Company's 10-KSB, (2006) has been revised and filed on Edgar. The responses to
your numbered paragraphs are listed below with cross references to the marked
copy of the filing, which filing is attached hereto with margin annotations to
reference your comment numbers.
1. We note your disclosure that indicates subsequent to your
year end, you have entered into a plan of merger and seek to
engage in a different line of business. Please expand your
disclosures to describe your business and related activities
in fiscal 2006.
In response to your comment we have revised Item 1, Business
Disclosures to include information disclosing our business
activities, prior to the merger. Please see Page 3.
2. Clarify if the business of Comlink Communications Company
including its assets and liabilities has been sold,
discontinued or otherwise disposed of subsequent to year
end.
In response to your comment, prior to the merger, Comlink
Communication Company's assets consisted of $938 in cash and
total liabilities of $22,700, which was a shareholders'
loan. Comlink Communications did not sell or otherwise of
dispose of those assets and or liabilities prior to the year
ended December 31, 2006.
3. We note subsequent to year end, you have entered into a plan
of merger with USA Superior Energy, Inc. Please clarify to
us and in your document this entity's relationship to USA
Superior Energy Holdings, Inc.
In response to your comment, Comlink Communication, Inc.
merged with USA Superior Energy, Inc. after the merger, the
Company changed its name to USA Superior Energy Holdings,
Inc.
Independent Auditor's Report. page F-1
--------------------------------------
4. Please provide an audit opinion with a title of, "Report of
Independent Registered Public Accounting Firm," if
true.
We note your comment and have made the appropriate changes
to audit opinion included in the Amended Annual Report on
Form 10-KSB on page F-1.
5. Please provide an audit opinion that identifies the city and
state of the auditor. Refer to Article 2 of Regulation S-X.
We note your comment and have made the appropriate changes
to audit opinion included in the Amended Annual Report on
Form 10-KSB on page F-1.
6. Please provide an audit opinion for the financial statements
of Comlink Communications Company, for the periods
presented.
In response to your comment, the financial statements
presented are the financial statements of Comlink
Communications Company for the years ended December 31, 2006
and 2005. The transaction involving USA Superior Energy
occurred subsequent to the year ended December 31, 2006.
Financial Statements
--------------------
General
-------
7. Please remove references to an "Accountant's Review Report
on pages F-2 through F-S. Please also tell us why you are
referring to a review report when you have provided an audit
report in your filing.
We note your comment and the reference to the "Accountant's
Review Report was a typo. We have revised all references to
read "See Notes to the Financial Statements."
Balance Sheet, page F-2
-----------------------
8. Please explain why the amounts presented as "Additional
paid-in capital" are negative.
In response to your comment, the amounts presented as
"Additional paid-in capital are negative, due to the debit
(negative) balance of the account. Additional paid-in
capital has had a negative balance since the inception of
the Company, when 22,500,000 shares of common stock were
purchase for cash of $2,500. The shares were purchased at a
price less than their par value of $0.001 and this resulted
in a debit to additional paid-in capital of $20,000 and the
account having a negative balance. See the journal entry
below:
Debit Credit
----- ------
Cash $2,500
Common Stock (22.5 million x $0.001) $22,500
Additional paid-capital $20,000
Comlink Communications Company has had limited operations
and limited issuances of its common stock, therefore the
account has retained a negative balance.
9. Please explain why the assets and liabilities of Comlink
Communications Company are not presented as discontinued
operations. Similarly, explain why your results of
operations and cash flows are not presented on a
discontinued basis.
In response to your comment, the assets and liabilities of
Comlink Communications Company are not presented as
discontinued operations, because Comlink Communications
Company did not have discontinued operations. Generally
Accepted Accounting Principles defines Discontinued
Operations as "...one actually discontinued during the
accounting period or one which will be discontinued in a
short time period after year-end."
Comlink Communications did not cease its operations during
the year ended December 31, 2006. Over the prior two year
period, Comlink Communications Company's only asset has
been cash and its liabilities have consisted of accounts
payable and shareholder loans. Its operation level
throughout this period was minimal. Therefore, Comlink
Communications Company has not presented its financial
statements on a discontinued basis.
Statement of Stockholders' Equity (Deficit), page F-5
-----------------------------------------------------
10. Please reconcile the number of shares issued and outstanding
in your Statement of Stockholders' Equity with the amounts
presented in your beneficial ownership disclosures found on
page 24.
In response to your comment, to reconcile the number of
shares issued and outstanding in the Statement of
Stockholders' Equity with the amounts presented in the
beneficial ownership table, the number of shares issued and
outstanding in the Statement of Stockholders' Equity is as
of December 31, 2006. The number of shares issued and
outstanding, used in the beneficial ownership table is April
1, 2007. We have revised the beneficial ownership table to
reflect the correct date. Please see page F-5 of the Amended
Form 10KSB.
Note 1-- Basis of Presentation, Business and Summary of Significant
-------------------------------------------------------------------
Accounting Policies. page F-6
-----------------------------
11. Please clarify the date of formation of the company and
whether the basis of presentation and accounting policies
are that of Comlink Communications Company as of and for
the year ended December 31, 2006.
In response to you comment, the Comlink Communications
Company was incorporated on November 12, 2003 in the state
of Nevada. On March 6, 2007, Comlink Communications Company
changed its name to USA Superior Energy Holdings, Inc. and
retained the state of Nevada as its corporate domicile. The
accounting policies disclosed in the Form 10-KSB for the
year ended December 31, 2006 are those of Comlink
Communications Company. We have revised our disclosures in
Note 1 of the Notes to the Financial Statements on page F-6
of the Amended Form 10KSB.
12. It appears from your disclosures, that your transaction
with USA Superior Energy represents a reverse merger. If
true, expand your basis of presentation discussion to
indicate that in future periods, your financial statements
will be presented differently due to reverse merger
accounting. Please explain that as a result of reverse
merger accounting, you will be presenting the historical
financial information of the accounting acquirer in future
interim and annual reports.
In response to your comment, we have revised the disclosure
in Note 1 of the Notes to the Financial Statements on page
F-6 to include a discussion of the use of reverse merger
accounting and that the Company will be presenting the
historical financial information of the accounting acquirer
in future interim and annual reports.
Note 2 -- Going Concern and Management's Plan, page F-9
-------------------------------------------------------
13. We note that you plan to enter into the oil and gas industry.
Please provide disclosure indicating whether you anticipate
accounting for these activities using either the full cost or
successful efforts method.
In response to you comment, we have included disclose in Note 2
to the Notes to the Financial discussing the accounting to be
used by the Company in accounting for activities in the oil and
gas industry. Please see page F-9 of the Notes to the Financial
Statements of the Amended Form 10KSB.
Item 8A Controls and Procedures. page 20
-----------------------------------------
14. Please modify your Controls and Procedures disclosures per the
requirements of Exchange Act Rule 13a-l 5. For example, identify
the members of management that have evaluated and concluded on
the effectiveness of your disclosure controls and procedures.
Similarly, remove disclosure that suggest your controls and
procedures "are adequate".
In response to your comment we have revised the Controls and
Procedures disclosures to reflect the provisions of Exchange Act
Rule 13a-15. The Section has been re-worded to comply with the
requirements of Exchange Act Rule 13a-15. Please see page 20 of
the Amended Form 10KSB.
Item 14. Principal Accounting Fees and Services, page 25
--------------------------------------------------------
15. We note your disclosures that indicates the amounts paid to Kyle
L. Tingle, your former auditor, including amounts paid in fiscal
2006. Please explain why you have not presented the amounts paid
to Larry O'Donnell, CPA, P.C.
In response to your comment, Mr. O'Donnell was engaged by the
Company to audit the Company's financial statements for the year
ended December 31, 2006. Mr. O'Donnell had not performed any
other audit services for the Company prior to January 1, 2007,
therefore no fees were paid to him. We have considered your
comment and have added disclosure to clarify the payment of
auditor fees. Please see page 25 of the Amended Form 10KSB.
Form 10-QSB for Fiscal Quarter Ended June 30, 2007
--------------------------------------------------
Financial Statements
--------------------
General
-------
16. It appears that you have presented the historical financial
information of Comlink Communications Company. Please modify your
presentation to apply reverse merger accounting and disclosure,
including the presentation of the historical financial
information of the accounting acquirer.
In response to your comment, we have revised the Form 10QSB
for the fiscal quarter ended June 30, 2007 to meet your
request.
Consolidated Statement of Stockholders' Equity, page F-3
--------------------------------------------------------
17. Please modify your presentation to include recasting your capital
structure to reflect the effects of reverse merger accounting.
In response to your comment, we have included additional
disclosures showing the adjustment of the accumulated deficit
account and the total stockholders' deficit for the effects of
the reverse merger on page F-3.
Note 1- Significant Accounting Policies
---------------------------------------
18. Please modify your document to include accounting policies
associated with your oil and gas activities and stock based
compensation.
In response to your comment, we have included accounting policies
associated with our oil and gas activities and stock based
compensation on page F-7 of the Amended Form 10-QSB for the
quarter ended June 30, 2007.
Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------
Results of Operations
---------------------
Results of Operations for the Six Months Ended June 30, 2007
-------------------------------------------------------------------
Compared to the Six Months Ended June 30. 2006
----------------------------------------------
19. Please expand your disclosures to discuss the principal source of
your revenues and cost of sales. Please clarify if these amounts
relate to oil and gas production activities. If true, provide
discussion and analysis of your production and sales and the
properties and activities they relate to.
In response to your comment, we have expanded the disclosures in
our Management's Discussion and Analysis to include discussion of
the sources of our revenue and cost of sales. Please see page 1
of the Amended Form 10-QSB for the quarter ended June 30, 2007.
20. Please tell us if you acquired or have otherwise determined the
existence of oil and gas reserves.
In response to your comment, we have not acquired or determined
the existence of oil and gas reserves.
We believe these responses should be adequate to satisfy your comments.
Please let me know if you have any questions.
Sincerely,
/s/Michael A. Littman
---------------------
Michael A. Littman
MAL:sw