Attached files

file filename
10-K - A SUPER DEAL - FORM 10-K - MAY 31, 2008 - SUPER DEAL.COM, INC.asdmay200810k2.htm
EX-99 - EXHIBIT 99.3 - TRANSCRIPT MARCH 20, 2006 - SUPER DEAL.COM, INC.exhb9903.txt
EX-99 - EXHIBIT 99.8 - MARCH 12, 2007 - COURT TRANSCRIPT - SUPER DEAL.COM, INC.exhb9908.txt
EX-31 - EXHIBIT 31.1 - CEO CERTIFICATION - SUPER DEAL.COM, INC.exhb0311.htm
EX-99 - EXHIBIT 99.2 - AUGUST 15, 2005 LEGAL ANALYSIS - SUPER DEAL.COM, INC.exhb9902.txt
EX-99 - EXHIBIT 99.17 - OCTOBER 14, 2009 - LETTER TO AUDITOR - SUPER DEAL.COM, INC.exhb9917.htm
EX-99 - EXHIBIT 99.4 - MARCH 21, 2006 ORDER APPROVING AUDITOR - SUPER DEAL.COM, INC.exhb9904.txt
EX-31 - EXHIBIT 31.2 - CFO CERTIFICATION - SUPER DEAL.COM, INC.exhb0312.htm
EX-99 - EXHIBIT 99.12 - FEB. 15, 2008 - LETTER FROM PCAOB - SUPER DEAL.COM, INC.exhb9912.htm
EX-99 - EXHIBIT 99.16 - OCTOBER 5, 2009 - LETTER TO AUDITOR - SUPER DEAL.COM, INC.exhb9916.htm
EX-32 - EXHIBIT 32 - SUPER DEAL.COM, INC.exhb0321.htm
EX-99 - EXHIBIT 99.15 - APRIL 22, 2008 - PCAOB RELEASE - SUPER DEAL.COM, INC.exhb9915.htm
EX-99 - EXHIBIT 99.6 - DEC 28, 2006 - ORDER APPROVING DISCLOSURE - SUPER DEAL.COM, INC.exhb9906.htm
EX-99 - EXHIBIT 99.7 - JAN 3, 2007 - FIRST AMENDED JOINT PLAN - SUPER DEAL.COM, INC.exhb9907.txt
EX-99 - EXHIBIT 99.9 - MARCH 23, 2007 - ORDER CONFIRMING PLAN - SUPER DEAL.COM, INC.exhb9909.txt
EX-99 - EXHIBIT 99.1 - JULY 18, 2005 SEC LETTER - SUPER DEAL.COM, INC.exhb9901.txt
EX-99 - EXHIBIT 99.10 - PCAOB RELEASE 104-2005-117 - SUPER DEAL.COM, INC.exhb9910.htm
EX-99 - EXHIBIT 99.13 - FEB. 15, 2008 - LETTER FROM PCAOB - SUPER DEAL.COM, INC.exhb9913.htm
EX-99 - EXHIBIT 99.14 - MARCH 28, 2008 - FINAL ORDER - SUPER DEAL.COM, INC.exhb9914.txt
EX-99 - EXHIBIT 99.5 - AUGUST 25, 2006 - DISCLOSURE STATEMENT - SUPER DEAL.COM, INC.exhb9905.htm

American Capital Holdings

1016 Clemmons Street

Suite 302

Jupiter, FL 33477-3305

561.745.6789 Telephone

561.337.9356 Facsimile

561.262.5158 Cellular

brichmond@achusa.com

rturner@achusa.com

 

January 2, 2008

 

Via United States Postal Priority Certified

Mail No. 70022410000543376468

RETURN RECEIPT REQUESTED

 

Mr. Mark W. Olsen, Chairman

Ms. Angela Desmond, Chief of Staff

Public Company Accounting Oversight Board

1666 K Street NW

Washington, D.C. 20006-2803

 

Re:       Wieseneck & Andres & Company, P.A.

Thomas B. Andres, CPA

Public Company Accounting Oversight Board

PCAOB Release No.1 04-2005-117

 

Dear Mr. Olsen & Ms. Desmond:

 

As promised, in furtherance of our facsimile letter to your of December 17, 2007, which

copy is appended hereto as Exhibit No.1, the purpose of this letter is to clarify our

position regarding your board's above described PCAOB Release No. 104-2005-117. For

your convenience, we enclose a copy of your aforementioned PCAOB release as Exhibit

No.2. On Page three (3) of this document, you state in Item (1) that our accounting

"failed to perform adequate audit procedures to test the existence and valuation of

investment and goodwill" and (2) the failure to perform and document adequate audit

procedures to test the existence of a significant portion of the inventory balance and to test

the valuation of the issuer's recorded inventory. We strongly disagree with the PCAOB's

assessments based on the following reasons:

 

Mr. Mark W. Olsen, Chairman

Ms. Angela Desmond, Chief of Staff

Public Company Accounting Oversight Board

PCAOB Release No.1 04-2005-117

January 2,2008

Page 2 of5

 

1. Enclosed herewith as Composite Exhibit No.3. is a copy of the executed

December 30, 2003 Stock Asset Acquisition Agreement between Spaulding

Ventures, LLC and American Capital Holdings, Inc., which includes a detailed

spreadsheet of the exchange offer. The acquisition price was based on "actual

audited investment cost" by the Spaulding members in the ten (10) companies

listed within the agreement, subject to the completion of a final audit by

Spaulding's auditor, Timothy R. Foster, CPA, who is also a PCAOB member.

 

2. Affixed herein as Exhibit No.4, is a copy of Mr. Foster's January 14,2004 Audit,

for the period ending December 31, 2003, which was conducted in accordance

with U.S. General Accepted Accounting Standards. Mr. Foster listed the Partners

Capital at Ten Million Eight Hundred Seventy Four Thousand Nine Hundred

Ninety Nine & 65IHundreds ($10,874,999.65) U.S. Dollars. This is the exact

number we recorded on American Capital Holdings, Inc's General Ledger. We

completed the exchange offer in late February, 2004. Spaulding had made venture

capital investments .nto these companies, which were all private companies. Even

as of today some 0 these companies have some very possible upside potential. In

our opinion, if ACH would have booked this transaction at below the "audited cost

value", we would htve breached our fiduciary duty to ACH's shareholders.

 

3. Based on the agreed on actual "cost audit", each and every Spaulding member

agreed to exchange their membership units into ACH stock. Enclosed herewith as

Composite Exhibit No.5 are copies of each of the five (5) page agreements,

which included Full Unconditional General Releases for each Spaulding exchange

participant.

 

4. Affixed herewith as Composite Exhibit No.6 is a copy of American Capital

Holdings, Inc. ("ACH") 2004 10KSB filing, which includes the May 31, 2004

ACH audit. Part of American Capital Holdings, Inc's May 31, 2004 audit was

based on Mr. Foster's January 14,2004 audit opinion. During the next twelve (12)

months ACH's management went into great detail in assessing the ten (10)

companies listed in the December 30, 2003 agreement. Smart Pill Diagnostic's

held great promise compared to another fully reporting trading public company in

the same medical field known as Givens Imaging, who had similar technology and

had a Three Hundred Million ($300,000,000) plus market capitalization. At the

time, we held close to twenty (20%) percent of Smart Pill. The other companies

were private and were hard to assess a value to them.

 

5. In spite of Smart Pill Diagnostic's promising future and because the other

companies were private and were hard to assess a true market value, the

management of American Capital Holdings, Inc. chose to write off the entire

 

 

Mr. Mark W. Olsen, Chairman

Ms. Angela Desmond, Chief of Staff

Public Company Accounting Oversight Board

PCAOB Release No. 104-2005-117

January 2, 2008

Page 3 of5

 

Spaulding investment until a later time when and if we sold some of the

investments into these companies. Enclosed herein as Composite Exhibit No.7 is

a copy of American Capital Holdings, Inc's Form 10KSB/A for the period ending

May 31, 2005 which the audit reflects the aforementioned write down.

 

6. One of the investments American Capital Holdings, Inc. held and still holds today

is in a public trading company known as Air Media Now, Inc. This investment

was valued at the trading price on the same day of each audit period of May 31,

2004 and May 31, 2005. Air Media is a fully reporting trading public company in

the process of acquiring an Insurance Carrier and plans to be renamed. American

Capital still owns 100% of IS Direct Agency, Inc., which will be the captive

agency for our Insurance Carrier operations.

 

7. It was brought to our attention lour board had questioned the value placed on the

inventory. Appended herein as ~xhibit No.8, is a copy of the itemized inventory,

which was based on the cost method, This inventory was purchased over time by

the prior Chairman of eCom eCom.com, David Panaia. On November 30, 2003

eCom purchased the above inventory from David Panaia for $32,000. The

inventory was spun-off to the eCom eCom.com, Inc. subsidiary A Super

Deal. com, Inc. on June 4, 2004. A complete valuation of the above inventory

amounts to Fifty Two Thousand Nine Hundred Sixty Six ($52,966) U.S. Dollars.

 

8. American Capital Holdings, Inc. was a one (1) of three (3) petitioning creditors

and Plan Proponent sponsor in a recent United States Southern District of Florida

Bankruptcy Plan of Reorganization regarding a company known as

eComeCom.com, Inc., in re: Case No. 04-35435 BKC-SHF. The Involuntary

Petition was filed on November 29,2004. Throughout the three (3) years of these

proceedings, we worked very closely with your agency, the United States

Securities & Exchange Cormnission ("SEC"), regarding eCom's Plan of

Reorganization, Disclosure Statement and the completion of the spin off of

eCom's former wholly owned ten (10) fully reporting public company

subsidiaries. The result of the ballots were: (a) eCom received 100% acceptance

votes from the Class I creditors, who received 100% of their respective claims; (b)

100% acceptance votes for the Class II unsecured creditors who also received

100% of their entire claims; (c) 100% acceptance from the equity security holders

who kept their entire shareholders under the Plan of Reorganization. For your

review, we are enclosing as Composite Exhibit No.9 is a copy of the Plan of

Reorganization & Disclosure Statement. Appended as Exhibit No. 10 is a copy of

the March 12,2007 Court Transcript. When you review, you will see Mr. Gordon

Robinson, Esq., who is your agency's chief bankruptcy counsel who worked with

us throughout this case, who appeared on behalf of the SEC and was publicly

 

 

Mr. Mark W. Olsen, Chairman

Ms. Angela Desmond, Chief of Staff

Public Company Accounting Oversight Board

PCAOB Release No. 104-2005-117

January 2, 2008

Page 4 of5

 

supportive of our plan. When you review the transcript, you will see Mr.

Robinson also was complementary about our disclosure and filings with the SEC.

Thomas B. Andres, CPA and Wieseneck & Andres, P.A. was approved by the

United States Bankruptcy Court via a Court Order and was responsible for the

financial disclosure of these filings. Additionally, the United States Department of

Justice U.S. Trustee's office was also supportive. A Court Order was entered by

the Honorable Judge Stephen H. Friedman on March 23, 2007 approving eCom's

Plan of Reorganization & Disclosure Statement, which copy is affixed herein as

Exhibit No. 11.

 

In light of the fact that: (a) ACH knew we had enough votes to complete a

successful eCom Plan of Reorganization; (b) ACH became in early 2005, the

majority and controlling shareholder (approximately 96%) of the ten (10) SEC

fully reporting public companies; and (c) knowing we would be able to capture

eCom's $7,300,000 Carry Forward Tax Loss, ACH never assigned any value to its

balance sheet during or after the conclusion of these proceedings. Today, fully

reporting public companies sell for a significant amount of money. Being we just

last month finished up with all the final Orders regarding professional fees and

final restructuring charges etc., our plans are to acquire profitable private

companies.

 

Under the Sarbanes-Oxley Act, which was the legislation which created your Public

Accounting Oversight Board, we are required to sign off under the criminal penalties of

perjury declaration. To this day, we stand behind in our belief what was stated in all of

our financial statements was accurate, conservative in nature and was accomplished

within all General Accepted Accounting Standards and Sarbanes-Oxley guidelines.

In closing, we reiterate American Capital Holdings, Inc' s and all of the companies

management's representations to our accounting firm, Wieseneck & Andres, P.A., have

been absolutely accurate, conservative and we have taken all the correct appropriate steps

in the classification of our assets. Wieseneck & Andres has always been extremely

thorough in each and every audit review and without reservation, we stand behind their

audits. It is our strong opinion that any disciplinary actions taken by the PCAOB against

Mr. Andres and his firm would be very wrong and without merit. This accounting firm is

absolutely vital for all of these companies' future and any actions taken by your board

would hurt approximately six thousand (6,000) shareholders in each of these companies.

It is hard for us to figure out when all of our court disclosures were included are hundreds

of SEC filings which were approved by the United States Bankruptcy Court, the SEe

(which is what your board is part of), the Department of Justice United States Trustee's

Office, 100% approval from all of the creditors and 100% approval of all the equity

 

Mr. Mark W. Olsen, Chairman

Ms. Angela Desmond, Chief of Staff

Public Company Accounting Oversight Board

PCAOB Release No. 104-2005-117

January 2,2008

Page 5 of 5

 

security holders (who kept their entire equity holdings) that for some reason your board

thinks we did something incorrect. We obtained court order after court order during the

entire three (3) year process and each and every filing was posted to the eCom's website

per another court approved order allowing us to do so. In fact, now that we have this

massive restructuring behind us, when we start monetizing these assets, we believe history

will prove we were over conservative and the future probably will result in many future

recapture events and capital gain transactions.

 

In advance, we sincerely appreciate your giving us the opportunity to fairly present the

facts regarding this issue. One last request, it would be appreciated prior to your board

taking any type of disciplinary action, we would appreciate a meeting with your staff as

we can bring volumes of additional documents in full support of what we have stated

within this correspondence. Notwithstanding, hopefully this outcome of this letter and

exhibits have addressed your concerns.  With kindest regards, we remain.

 

 

Most sincerely,

American Capital Holdings, Inc.

 

/s/  Barney A. Richmond

     Barney A. Richmond, Chairman

 

/s/  Richard C. Turner

     Richard C. Turner, Chief Financial Officer

 

 

 

cc: Thomas B. Andres, CPA

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