From: Darrell B. Lee
Sent: August 22, 2006
To: rule-comments@sec.gov
Subject: File No. S7-06-03

I am writing in response to the proposed relief for complying with Section 404 of the Sarbanes-Oxley Act of 2002 for microcap companies. I believe that the 2007 date to comply is not allowing small companies such as ours enough time to document, test, remediate and retest our control systems. Like many other small companies, we spent significant amounts of money in 2005 on consultants and additional internal personnel, to begin the process of documenting and designing our control systems. When the Small Business Committee came out with their preliminary recommendation that microcap companies would be exempt from 404 requirements, we halted the process mentioned above until we received the final ruling from the SEC. I believe this was the prudent thing to do, based on saving the company money that could be spent more effectively, and based on the fact that we believed the Committee reccomendation was based on sound business acumen.
Now, we are notified in August that we will be required to comply next year, which means we will endure the additional burden of performing much of the remaining documentation, testing and remediation during the busiest months of the year. As you well know, for calendar year companies, the period from January 1 through the due date of the first quarter 10-Q (May 15), is already a stressful time. In order for the company to be in a position for the CEO and CFO to sign off in late 2007, a tremendous amount of work will be dumped on an already overworked staff.
I would suggest that you strongly consider pushing out the compliance date to 2008 and the auditor attestation date to 2009. That would allow all the small companies next year to design, develop, document and remediate thier control systems.

Sincerely,

Darrell B. Lee

Darrell B. Lee, CPA
Vice President & C.F.O.
MOCON, Inc.
7500 Boone Avenue North, Suite 111
Brooklyn Park, MN. 55428