U.S. Securities and Exchange Commission
June 22, 2010
Page 1
June 22, 2010
Mr. Larry Spirgel, Assistant Director
Ms. Celeste M. Murphy, Legal Branch Chief
Mr. John Zitko, Staff Attorney
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 3720
Washington, DC 20549
Via Teecopy
RE: | SecureAlert, Inc. SEC File No. 000-23153 |
Preliminary Consent Solicitation on Schedule 14A | |
Filed May 14, 2010 | |
File No. 000-23153 | |
Dear Ms. Murphy and Messrs. Spirgel and Zitko:
In response to the letter of the staff of the Commission (the “Staff”) dated June 21, 2010 (the “Comment Letter”), we are attaching both clean and blacklined copies of our proposed revisions to the Preliminary Consent Solicitation on Schedule 14A that we filed with the Commission on January 14, 2010.
With respect to the Staff’s specific comments, and as we discussed with you this morning, please note the following:
Background of the Proposed Amendment, page four
1. | We note the disclosure added to page four in response to comment two from our letter dated June 11, 2010. If true, and as requested previously, please revise such disclosure to clarify that, even though majority (60%) voting rights were provided to the holders of your Series D shares upon the first closing on January 13, 2010, regardless of the number of preferred or common shares then outstanding, and consents to increase the authorized capital of the company were obtained from each purchaser, your board did not authorize the issuance of the Series D Preferred Stock for purposes of acquiring control of the Company or conferring control to a particular group of investors. |
Response
We have revised the Schedule 14A to specifically address this comment. See page 6 of the blacklined copy, attached, and bottom of page 4 and top of page 5 of the clean copy, attached.
U.S. Securities and Exchange Commission
June 22, 2010
Page 2
The Series D Convertible Preferred Stock, page five
2. | We note your response to comment three from our letter dated June 11, 2010 and the disclosure added to the first paragraph of page ten. Please revise to clarify that such disclosure contains all material factors considered by the board and whether and, if so, how the board considered the company’s financial condition and unsecured status of the debt owed to those officers and directors converting debt into Series D shares. |
Response
We have revised the Schedule 14A to specifically address this comment. See pages 7 and 11 of the blacklined copy, attached, and first paragraph of page 6, and bottom of page 10, of the clean copy, attached.
The Company acknowledges in connection with the Company’s response herein and to the filings made as part of such response that:
· | The Company is responsible for the adequacy and accuracy of the disclosure in its filings; |
· | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
· | 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. |
We appreciate the willingness of the Staff to discuss previous questions with the Company or our counsel. The Company desires to expedite the filing of the definitive Schedule 14A as soon as possible. We are therefore faxing a copy of this letter to the Staff and would request the opportunity to discuss any remaining questions you may have by telephone conference call following your receipt of this letter and the revised preliminary Schedule 14A. We will contact you to schedule that call. Please contact the undersigned at (801) 451-6141 if you have any further questions or need further clarification.
Sincerely,
SECUREALERT, INC.
/s/ John L. Hastings, III
John L. Hastings, III
President
cc: Kevin R. Pinegar, Esq.
Wayne D. Swan, Esq.