FLAMEMASTER CORPORATION
11120 Sherman Way
Sun Valley, CA 91352
Phone 818-982-1650
IRS Employer ID 95-2018730
Commission File No. 0-2712
October 14, 2005
Mr. Rufas Decker
Accounting Branch Chief
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-0510
RE: FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 30, 2004.
FILE NO. 0-2712
Dear Mr. Decker,
In reply to your 3rd comment letter dated July 18, 2005, below please find our
responses to your requests. Please let me know if additional information and/or
explanation are needed. We are also looking forward to working with you to
ascertain that we are incompliance with the applicable disclosure requirements
of our filing.
Financial Statements
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Statement of Income, page 15
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1. In response to your prior question 1. Per our updated financial
statement that was previously sent to you, we have presented royalty
expense as part of income from operations, and interest income,
interest expense and all other non-operating items below income from
operations, and before the income taxes line item. We will continue
with this format on our amended 10KSBA for September 2004.
2. The operations of Starbiz were not reported as discontinued operations
in accordance with SFAS 144 due to the nature of the entity. Starbiz
was a separate corporation set up to hold investments, principally
equity securities, previously held by Flamemaster. These investments
were accounted for under SFAS 115. A chronology of events leading up
to the spin-out of Starbiz:
Mr. Rufas Decker
September 30, 2005
Page 2 of 3
03/27/03 Starbiz was incorporated
06/15/03 Flamemaster transferred approximately 79% of its investment
portfolio to Starbiz, Flamemaster's subsidiary. Approximately
74% of this portfolio was comprised of equity securities
accounted for under SFAS 115.
11/15/03 Flamemaster's Board of Directors announced a plan to distribute
the common stock of Starbiz to Flamemaster shareholders as a
dividend.
12/30/03 The stock of Starbiz was distributed to the shareholders of
Flamemaster
The purpose of this transaction was to avoid having the IRS contend that
Flamemaster had accumulated excess earnings and to provide liability protection
for these assets.
Originally, Starbiz was not reported as a discontinued operation because we felt
that it was, in substance, little more than a portfolio of equity securities.
Paragraph 5 of SFAS 144 states that SFAS 144 does not apply to equity
securities. Subsequently, the Commission has taken the position that, since the
portfolio was transferred into a subsidiary corporation, SFAS 144 does apply and
the portfolio should be treated as a discontinued operation.
In order to comply with the Commission's request, we have attempted to break out
the activity of the transferred investment portfolio in our Income Statement.
However, we have been unable to ascertain exactly what income was attributable
to the transferred securities and what income was attributable to those
investments that were retained by Flamemaster. We have been able to identify the
income of the transferred investments after 6/15/03, as they were segregated
after their transfer to Starbiz. Our difficulty arises for the period from
10/1/02 (beginning of fiscal year) to 6/15/03. During this period, the
transferred investments were commingled with those investments that were
retained by Flamemaster. Our systems do not provide us the data necessary to
readily track our investment income by each security held. The best we could do
is to estimate these amounts, but there would be no assurance of accuracy.
Additionally, we have encountered further difficulty compiling the data
necessary to amend the Statement of Cash Flows for the year ended 9/30/03. We
have been unable to even develop estimates for these numbers.
In light of the difficulty of compiling the figures to report the transferred
investment portfolio as a discontinued operation, and the possible unreliability
of those numbers, we request that the Commission reconsider its request that the
activity of the transferred investments (through Starbiz) be reported as a
discontinued operation. In
Mr. Rufas Decker
September 30, 2005
Page 3 of 3
considering our request, we also ask the Commission to give consideration to the
fact that Flamemaster filed Form 15 to de-register on May 26th, 2005.
Flamemaster had less than 10 million in assets over the past 3 reporting years,
and approximately 100 record holders, of which 38 are affiliated with the
company. Even if possible, compiling these figures would become overly
burdensome.
Included as an attachment to this response is a visual timeline of the transfer
of the investment portfolio to Starbiz, and ultimately, to Flamemaster
shareholders.
FORM10-QSB FOR THE PERIOD ENDED MARCH 31, 2005
Comment applicable to our overall filing
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3. We addressed all the required comments made in these reports in our
Form 10-QSB for the period ended March 31, 2005.
We have endeavored to answer clearly your questions regarding our 10KSB for
September 30, 2004 and our 10QSB for March 2005 and will incorporate all changes
in our amended report.
Sincerely,
/s/ Joseph Mazin
Joseph Mazin
President and Chief Executive Officer
EXHIBIT 99.1
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FLAMEMASTER
TIMELINE OF STARBIZ SPIN-OUT
3/27/03 -- STARBIZ WAS INCORPORATED
6/15/03 -- FLAMEMASTER TRANSFERRED INVESTMENT PORTFOLIO TO WHOLLY OWNED
SUBSIDIARY, STARBIZ
11/15/03 -- BOARD DECIDED TO SPIN-OUT STARBIZ
12/30/03 -- STARBIZ STOCKS DISTRIBUTED TO FLAMEMASTER SHAREHOLDERS
| 3/27/03 | | 6/15/03 | | 11/15/03 | | 12/30/03 |
| STARBIZ | | STOCKS | | BOARD DECIDED TO | | STARBIZ |
| INCORPORATED | | (INVESTMENT | | SPIN OUT STARBIZ | | SPUN-OUT TO |
| | PORTFOLIO) | | | FLAMEMASTER |
| | TRANSFERRED | | | SHAREHOLDER |
| | TO STARBIZ | | |
| | | |
| | | |
| | | |
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| | |
| | |
| | |
| | | | | |
| 9/30/02 | | 9/30/03 | | 9/30/04 |
| FYE | | FYE | | FYE |
| | | | | |