JEFFREY G. KLEIN, P.A.
2600 NORTH MILITARY TRAIL, SUITE 270
BOCA RATON, FLORIDA 33431
Telephone: (561)997-9920 Telefax: (561)241-4943
January 10, 2007
Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
RE: Cybrdi, Inc.
FILE NO. 000-09081
Dear Mr. Rosenberg:
The following information is supplied in response to the Commission's letter
dated September 26, 2006. All of these changes will be incorporated in an
amended Form 10-K to be filed with the Commission as soon as the information is
available.
1. Please provide the quarterly information required by Item 302 of Regulation
S-K.
The following table sets forth the quarterly financial information of the
Company:
FISCAL 2005 QUARTERLY PERIOD ENDED
- ----------------------------------------- -----------------------------------------------------------
3/31/2005 6/30/2005 9/30/2005 12/31/2005
Net revenues $358,329 $399,550 $315,000 $354,920
Gross profit 305,710 335,642 262,000 244,609
Net income 90,053 103,647 80,000 (268,572)
Net income per common share:
Basic & Diluted -- -- -- --
FISCAL 2004 QUARTERLY PERIOD ENDED
- ----------------------------------------- -----------------------------------------------------------
3/31/2004 6/30/2004 9/30/2004 12/31/2004
Net revenues 357,475 368,382 393,000 414,186
Gross profit 303,313 291,753 306,000 299,077
Net income 105,727 104,382 129,000 149,724
Net income per common share:
Basic & Diluted -- -- -- --
The foregoing has been incorporated in Item 6, Selected Financial Information of
the amended annual report.
2. Please provide a report that opines on the year ended December 31, 2003. We
have included a report as executed by Weinberg & Co., the Company's independent
auditing firm for the year ended December 31, 2003 and included their report in
our amended Form 10-k.
3 Please clarify your disclosure that the amounts of weighted average shares
outstanding had been "restated to show the recapitalization", as the amounts for
2003 and 2004 do not appear to include the shares in the reverse acquisition
with Cybrdi Maryland that occurred in 2005. Please clarify for us why this is
appropriate or restate your financial statements and related disclosures to
include these shares in the 2003 and 2004 amounts.
The amounts of weighted average shares outstanding for 2003 and 2004 has been
restated to show the recapitalization transaction in 2005 for consistent
presentation.
4. Please disclose how you accounted for the acquisition of an 80% interest of
Chaoying Biotech. As you acquired it through the exchange of 99% of your shares
to the existing shareholders of Chaoying Biotech, please address whether it was
treated as a reverse acquisition. If you instead accounted for it as a business
combination under SEAS 141, please provide the relevant disclosures required by
its paragraphs 51 through 57.
The acquisition was treated as a reverse acquisition and will include
disclosure to show how the Company accounted for the acquisition. Chayoing
Biotech is an 80% joint venture.
5. Please disclose your policy for recognizing the proceeds of government
grants, including how you determine when you have satisfied any conditions of
the grant and the period over which the proceeds should be recognized.
The government grants were awards given to the Company that
successfully completed certain product development projects and the grants were
recognized as income upon receipts of the cash.
6. Please file the Forms 10-Q for the quarterly periods ended March 31 and June
30, 2006, file Forms 12b-25 for the Form 10-Q or tell us why you do not need to
file these Forms.
The Company filed its quarterly report on Form 10-QSB for the period
ended March 31, 2006 with the Securities and Exchange Commission on October 19,
2006. With the filing of this quarterly report, the Registrant has chosen to
become a small business filer.
2
The Company has filed both its quarterly reports for the periods ended
June 30, and September 30, 2006 on December 20, 2006 and January 3, 2007
respectively. No Form 12b-25 was filed at the filing date for either of these
reports as there was no reasonable expectation that the reports could be filed
within any prescribed filing deadlines.
This letter has been reviewed by the Company's officers and by Mr.
Lieu. The Company acknowledges that:
o The Company is responsible for the adequacy and accuracy of
the disclosure in the filings.
o The Company acknowledges that staff comments or changes to
disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect 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.
Please be assured that the Company will continue to provide additional
information as requested.
Sincerely,
Jeffrey G. Klein