SEC Comment Letter for FUEL CORP OF AMERICA (CIK 0000216593) — Mar 16, 2005
FUEL CORP OF AMERICA (CIK 0000216593)
Date: March 16, 2005 · CIK: 0000216593 · Accession: 0000000000-05-012512
AI Filing Summary & Sentiment
File numbers found in text: 000-09283
Letter
March 16, 2005 Mail Stop 04-09 Frank Hall, CEO 7656 Rolling View, Suite 201 Las Vegas, Nevada 89149
Re: Fuel Corporation of America Form 10-KSB for the year ended December 31, 2004 File No. 000-09283
Dear Mr. Hall:
We have reviewed the above referenced filings and have the following comments. We have limited our review to only your financial statements and related disclosures and will make no further review of your documents. As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934.
Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB
Financial Statements and Notes
Independent Auditor`s Report, page 16 1. We noted that your auditor`s report references another company in the opinion paragraph. Tell us how Article 2-02 (c) of Regulation S-X was considered or amend the filing, accordingly.
* * * *
As appropriate, please amend your Form 10-KSB for the year ended December 31, 2004 and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the disclosure in the 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.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Yolanda Crittendon, Staff Accountant, at (202) 942-1868 or the undersigned at (202) 942-1975 if you have questions.
Sincerely,
Cicely D. Luckey
Senior Staff Accountant
Show Raw Text
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<TEXT>
March 16, 2005
Mail Stop 04-09
Frank Hall, CEO
7656 Rolling View, Suite 201
Las Vegas, Nevada 89149
Re: Fuel Corporation of America
Form 10-KSB for the year ended December 31, 2004
File No. 000-09283
Dear Mr. Hall:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial
statements and related disclosures and will make no further review
of
your documents. As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities
Exchange Act of 1934.
Where indicated, we think you should revise your documents
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB
Financial Statements and Notes
Independent Auditor`s Report, page 16
1. We noted that your auditor`s report references another company
in
the opinion paragraph. Tell us how Article 2-02 (c) of Regulation
S-X
was considered or amend the filing, accordingly.
* * * *
As appropriate, please amend your Form 10-KSB for the year
ended
December 31, 2004 and respond to these comments within 10 business
days or tell us when you will provide us with a response. You may
wish to provide us with marked copies of the amendment to expedite
our
review. Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filings or in
response to
our comments on your filings.
You may contact Yolanda Crittendon, Staff Accountant, at
(202)
942-1868 or the undersigned at (202) 942-1975 if you have
questions.
Sincerely,
Cicely D. Luckey
Senior Staff Accountant
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Fuel Corporation of America
March 16, 2005
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