W. SCOTT LAWLER
ATTORNEY AT LAW
3550 N. CENTRAL AVE., SUITE 1025
PHOENIX, AZ 85012
TELEPHONE: 602-466-3666
W. SCOTT LAWLER, ESQ. ADMITTED IN ARIZONA AND CALIFORNIA
October 14, 2011
Ms. Pamela Long - Assistant Director
Securities and Exchange Commission
Washington, D.C. 20549
Re: Explore Anywhere Holding Corp. (the "Company")
Amendment No. 5 to Form 8-K
Filed July 19, 2011
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2010
Filed June 22, 2011
Amendment No. 1 to Form 10-Q for the Quarterly Period Ended March 31, 2011
Filed July 1, 2011
File No. 001-33933
Dear Ms. Long:
The Company is in receipt of your comment letter dated August 4, 2011 regarding
the Company's filings referenced above. The Company intends to file on October
17 or October 18, 2011, Amendment No. 6 to its Form 8-K dated February 4, 2011
and Amendments No. 2 to its Form 10-K for the period ended December 31, 2010,
and Form 10-Q for the period ended March 31, 2011, which reflect the Company's
responses to your comment letter as set forth herein.
Below are the comments from your comment letter regarding the aforementioned
Forms 8-K, 10-K and 10-Q, each followed by the Company's responses thereto.
AMENDMENT NO. 5 TO FORM 8-K
GENERAL
COMMENT #1
We note your response to comment one of our letter dated April 18, 2011;
however, it appear to us that you have not addressed whether you believe
ExploreAnywhere, Inc. is a "predecessor". Based on information included in your
filings, it appears to us that it is. Please be advised that in future exchange
act reports, financial information for you and your predecessor is
required for all periods prior to the acquisition, with no lapse in audited
periods or omission of other information required about the registrant.
Financial statements for a registrant and its predecessor should collectively be
"as of" all dates and "for" all periods required by Article 8 of Regulation S-X.
The interim period of a predecessor, prior to its acquisition by the registrant
(in this case, the period from January 1, 2011 to February 4, 2011), will be
required to be audited when audited financial statements for the period after
acquisition are presented (in your Form 10-K for the year ended December 31,
2011). Please confirm your understanding of these requirements and ensure that
your future exchange act reports include all required financial information for
you and your predecessor.
RESPONSE TO COMMENT #1
ExploreAnywhere Inc is a predecessor of ExploreAnywhere Holding. The Company
hereby confirms that it understands the requirements of Article 8 of Regulation
S-X and the Company will ensure that its future Exchange Act reports will
include all required financial information for Explore Anywhere Holding
Corporation and Explore Anywhere, Inc.
COMMENT #2
Please include Tandy language in your next response letter.
RESPONSE TO COMMENT #2
The Company is responsible for the adequacy and accuracy of all of its filings
with the Securities and Exchange Commission (the "SEC"). SEC staff comments or
changes to disclosure in response to SEC staff comments do not foreclose the SEC
from taking any action with respect to the filing. The Company represents that
it will not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.
EXECUTIVE COMPENSATION
COMMENT #3
We note your response to comment 8 of our letter dated April 18, 2011. Please
provide narrative disclosure to summary compensation table pursuant to Item
402(o) of Regulation S-K explaining the fees mentioned in the footnote to the
table.
RESPONSE TO COMMENT #3
The Company will provide the narrative disclosure noted in Comment #3 in the
next amendment to its Form 8-K.
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COMMENT #4
We note the addition of information regarding Boyd and Christina Applegate in
the Summary Compensation Table but no additional disclosure in the Executive
Officers and Directors section. Please provide the information and also explain
the notation to footnote 2 in the table. Additionally, depending on when these
individual held their positions, you may need to amend your annual report and
certifications accordingly.
RESPONSE TO COMMENT #4
Boyd and Christina Applegate resigned as officers and directors of the Company
in March 2010. Therefore, the Company believes that no information regarding the
Applegates as Executive Officers and Directors is required. The Applegates were
added to the Summary Compensation Table because they held such positions during
the period covered by such table.
PRO FORMA FINANCIAL STATEMENTS
COMMENT #5
We note your response to comment nine of our letter dated April 18, 2011. Please
revise your pro forma financial statements to: correct the pro forma balance
sheet to reflect the write-off of goodwill since it appears to us that this
amount is more akin to in-process R&D, correct the pro forma statement of
operations so that amounts related to Explore Anywhere, Inc. agree to amounts in
their historical financial statements; and correct the shares used to compute
earnings per share in the pro forma statement of operations based on the share
structure after the acquisition
RESPONSE TO COMMENT #5
The Company has revised its pro forma financial statements as noted in Comment
#5 and will attach such revised financials to Amendment No. 6 to its Form 8-K.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
ITEM 1A. RISK FACTORS, PAGE 7
COMMENT #6
We note your response to comment 12 of our letter dated April 18, 2011. Please
revise to comply with this comment in your next amendment.
RESPONSE TO COMMENT #6
The Company has revised its Form 10-K by providing a risk factor related to the
going concern comment from its auditors.
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ITEM 9A. CONTROLS AND PROCEDURES, PAGE 18
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING, PAGE 18
COMMENT #7
We note disclosure that your management, with the participation of your
president evaluated the effectiveness of your internal control over financial
reporting. Please revise to state, if true, that your principal financial
officer also evaluated the effectiveness of your internal control over financial
reporting. See Rule 13a-15(d) of the Securities Exchange Act of 1934
RESPONSE TO COMMENT #7
The Company has added the disclosure noted in Comment #7.
COMMENT #8
We note your response to comment 14 of our letter dated April 18, 2011. You
stated in your response letter that the company will state that its controls and
procedures were not effective. However, this amendment now says that your
disclosure controls and procedures and you internal controls over financial
reporting are effective. Please advise us as to the inconsistency of amendment
no. 1 to Form 10-K and the company's response letter dated May 16, 2011 and
accurately disclose your effectiveness conclusions, material weaknesses, and any
remediation of these weaknesses.
RESPONSE TO COMMENT #8
Upon further review of this item by the Company's Chief Financial Officer in
connection with the SEC's comment letter, it was determined that the Company's
disclosure controls and procedures and its internal controls over financial
reporting were both effective, despite the Company's prior statement that its
controls were not effective.
Signatures
COMMENT #9
We note your response to comment 17 of our letter dated April 18, 2011. We
reissue this comment. We note that you included the signatures of the principal
financial officer and principal officer in the first signature section. Please
revise the have these officers sign in the second signature section "on behalf
of the registrant."
RESPONSE TO COMMENT #9
The Company has made the revision to its Form 10-K noted in Comment #9.
Certifications, Exhibits 31.1 and 31.2
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COMMENT #10
We note your response to comment 18 of our letter dated April 18, 2011. We
reissue this comment. We note that the certification is not drafted exactly as
set forth in Item 601(b)(31) of Regulation S-K. Please note that the current
certifications for the annual report on Form 10-K refer to a "quarterly" report,
the definition of disclosure controls and procedures in section 4 is incorrect,
the language regarding internal control over financial reporting is missing and
other language is changed. Please file an amendment to the Form 10-K for the
fiscal year ended December 31, 2010 that includes a new, corrected certification
that is exactly as set forth in Item 601(b)(31) of Regulation S-K.
RESPONSE TO COMMENT #10
The Company has made the revision to its Form 10-K noted in Comment #10.
CERTIFICATIONS, EXHIBITS 32.1 AND 32.2
COMMENT #11
We note that the company's name is spelled incorrectly. Please amend to include
the correct spelling of the company's name.
RESPONSE TO COMMENT #11
The Company has made the revision to its Form 10-K noted in Comment #11.
AMENDMENT NO. 1 TO FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2011
CERTIFICATIONS, EXHIBITS 31.1 AND 31.2
COMMENT #12
We note that the certifications do not contain all of the provisions exactly as
set forth in Item 601(b)(31) of Regulation S-K. Please note that the current
certifications for the quarterly report of Form 10-Q refer to and "annual"
report, the definition of disclosure controls and procedures in section 4 is
incorrect, the language regarding internal control over financial reporting is
missing and other language is changed. Please file an amendment to the Form 10-Q
for the fiscal year ended March 31, 2011 that includes a new, corrected
certification that is exactly as set forth in Item 601(b)(31) of Regulation S-K.
RESPONSE TO COMMENT #12
The Company has made the revision to its Form 10-K noted in Comment #12.
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CERTIFICATIONS, EXHIBITS 32.1 AND 32.2
COMMENT #13
We note that the company's name is spelled incorrectly. Please amend to include
the correct spelling of the company's name.
RESPONSE TO COMMENT #13
The Company has made the revision to its Form 10-K noted in Comment #13.
Sincerely,
/s/ W. SCOTT LAWLER
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W. Scott Lawler, Esq.