[LETTERHEAD]
Reclamation Consulting & Applications, Inc
May 27, 2005
Mr. John Cash
Accounting Branch Chief
United States Securities & Exchange Commission
Washington, D.C., 20549-0510
Re: Reclamation Consulting & Applications, Inc.
Form 10-KSB for the fiscal year ended June 30, 2004
Your File No. 0-29881
Dear Mr. Cash:
We are in receipt of your letter dated April 20, 2004 and wish to take this
opportunity to respond to your comments:
10-KSB for the Period Ended June 30, 2004
General
1. Where a comment below requests additional disclosures or other revisions to
be made, please show us in your supplemental response what the revisions will
look like. These revisions should be included in your future filings.
We will be sure to comply in all future filings.
Liquidity and Capital Resources
2. We note your response to prior comment 8 and appreciate the additional
information you have provided. Please further explain your relationship with
Canvasback Company Limited and the $650,000 operating line of credit that you
secured prior to issuing your 2004 Annual Form 10-KSB. Please disclose more
information about this financing source in your future filings.
This revolving line of credit was entered into on March 22, 2002, and fluctuated
up to $650,000 as a maximum credit, with fluctuating interest rates of between
10% and 12.5% over the period of the credit line. On September 27, 2002
Canvasback Company Limited was issued shares of the Company's restricted common
stock against the outstanding principle amount of the obligations plus accrued
interest totaling $450,000 which was converted into 1,125,000 shares of
restricted common stock of the Company at $0.40 per share. The closing price of
the shares on September 27, 2002 was $0.31.
Canvasback is an independent and unaffiliated lender.
Note 5 - Property and Equipment
3. We reviewed your response to prior comment 11 and appreciate the additional
information that you have provided. Please provide us additional information
regarding your Form 8-K filed on November 15, 2004 stating you would be
purchasing from North American Systems, Inc. a 100% ownership interest in the
equipment, machinery, operations systems and manuals located in West Valley,
Utah. Please tell us how the ale of these assets pursuant to the agreement of
August 1, 2003 and the purchase of these assets pursuant to the agreement of
November 8, 2004 (if consummated) have been accounted for.
(a) On August 1, 2003 the Company sold all the assets in Salt Lake City to North
American Systems (NAS), a non related party. The assets transferred had a net
book value of $111,834. The Company recorded the disposal as per follow:
DR: Receivable from NAS 71,835
DR: Loan payable NAS 40,479
CR: Property & equipment (book value) 111,834
(To record the disposal of assets)
(b) The Company filed an 8-K on November 15, 2004 stating it would be purchasing
from North American Systems, Inc. a 100% ownership interest in the equipment,
machinery, operations systems and manuals located in West Valley, Utah. The
transaction was consummated on March 15, 2005 whereby the Company agreed to
reacquire the assets at $44,902. The Company recorded the acquisition as per
follows:
DR: Property & equipment $44,902
CR: Receivable from NAS 44,902
(To record the re-acquisition of the assets)
Note 14 - Litigation
4. We note your response to prior comment 14 and appreciate the additional
information provided. Please also tell us the amount of money paid by the
Company in order to have these shares returned to Treasury and settle the
lawsuit and how that transaction is reflected in your statement of operations
and statement of stockholders' deficit.
The Company settled a lawsuit with two former employees during the year ended
June 30, 2004. Per the settlement agreement, the Company agreed to pay to the
former employees an amount of $128,000 for the settlement on their claim and the
Company was to receive back 200,000 shares of the Company's common stock, which
were previously issued to those former employees as compensation. The Company
recorded the settlement as per follow:
DR: Litigation settlement 128,000
CR: Accrued expense 128,000
The accrued expense was being paid in monthly installment of $14,333. To record
the payment, following entry was made:
DR: Accrued expense 14,333
CR: Cash 14,333
The Company received the 200,000 shares subsequent to March 31, 2005. The
Company recorded the receipt of the shares as per follow:
DR: Treasury stock (with par value of 200,000 shares) 2,000
CR: Paid in Capital (with par value of 200,000 shares) 2,000
Please note that the Company paid the settlement amount per the agreement and
recorded an expense since the amount was already paid off. The Company did not
record the treasury stock until those shares were actually received by the
Company subsequent to March 31, 2005, due to uncertainty on timing of receipt of
the shares.
Controls and Procedures
5. We reviewed your response to prior comment 16 and not your disclosure that
your "President and Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
providing reasonable assurance that information required to be disclosed by the
Company in reports that it files under the Exchange act is properly recorded,
processed, summarized and reporting within the time specified in the
Commissions' rules and procedures." Revise to clarify, if true, that your
officers concluded that your disclosure controls and procedures are also
effective to ensure that information, required to be disclosed in the reports
that you file or submit under the Exchange act, is accumulated and communicated
to your management, including your chief executive officer and chief financial
officer, to allow timely decisions regarding your required disclosure. Refer to
Exchange Act Rule 13a-15. Alternatively, your officers may conclude that the
Company's disclosure controls and procedures are "effective" without defining
disclosure controls and procedures.
Our officers have concluded that the Company's disclosure controls and
procedures are effective. We will include this response in your future filings.
Item 14 - Principal Accountant Fees and Services
6. We note your response to prior comment 18 and appreciate the additional
information you have provided. Please separately disclose the fees billed for
professional services rendered by the principal accountant for each year
indicated. Also, separately state fees which are not audit related and for
those fees describe the services performed by the principal accountant.
Professional fees for the year ending June 30, 2003 = Audit & related $26,050,
Other = $0
Professional fees for the year ending June 30, 2004 = Audit & related $28,550,
Other = $0
The Company incorrectly stated in our response letter dated March 23, 2005, Item
16. c. that the Company's independent registered public accounting firm that
audited the Company's financial statements included herein, has issued an
attestation report on management's assessment of the Company's internal control
over financial reporting. There were no fees or professional services rendered
which are not audit related.
Certifications - Exhibit 31.1 and 31.2
7. Please amend the certifications you included in your June 30, 2004 Form 10-
KSB, September 30, 2004 Form 10-QSB and your December 31, 2004 Form 10-QSB to
conform the language to Item 6-1 (31) of Regulation S-B.
The executive officers of RCAI will execute and file an Amended Certification
for RCAI's June 30, 2004 Form 10KSB, and its Form 10QSB for September 30, 2004,
December 31, 2004 and March 31, 2005 in the form attached hereto as Exhibit A.
CERTIFICATIONS
I, Gordon Davies, the Chief Executive Officer of Reclamation Consulting and
Applications, Inc., certify that:
1. I have reviewed this Form 10-KSB of Reclamation Consulting and
Applications, Inc. dated June 30, 2004;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date __________________
________________________________
Gordon Davies, Chief Executive Officer
I, Mike Davies, the Secretary and Chief Financial Officer of Reclamation
Consulting and Applications, Inc., certify that:
1. I have reviewed this Form 10-KSB of Reclamation Consulting and
Applications, Inc. dated June 30, 2004;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date __________________
________________________________
Mike Davies, Secretary and Chief Financial Officer
We hope that the above responses sufficiently answer your questions and
comments. If you have any additional questions or comments, please advise us as
soon as possible.
Sincerely,
RCAI
/s/Mike Davies
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Mike Davies
VP, Director