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SEC Comment Letter for 3CI COMPLETE COMPLIANCE CORP (CIK 0000883787) — Oct 25, 2004

3CI COMPLETE COMPLIANCE CORP (CIK 0000883787)
Date: Oct. 25, 2004 · CIK: 0000883787 · Accession: 0000000000-04-034277

AI Filing Summary & Sentiment

File numbers found in text: 001-11097

Date
October 25, 2004
Author
Jennifer Thompson
Form
UPLOAD
Company
3CI COMPLETE COMPLIANCE CORP (CIK 0000883787)

Letter

<DESCRIPTION>3CI ITEM 4 8-K FILED 10/19/04 COMMENT LTR THOMPSON October 25, 2004 Mr. Matt Peiffer 3CI Complete Compliance Corporation 1517 W. North Carrier Parkway, Suite 104 Grand Prairie, TX 75050

RE: Form 8-K Item 4 filed October 19, 2004 File # 001-11097

Dear Mr. Peiffer:

We have reviewed your filing and have the following comments. 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 number listed at the end of this letter.

1. Revise the third paragraph of your Item 4 Form 8-K to clarify that there were no disagreements in the subsequent interim period through the date of dismissal (or through October 18, 2004). We believe it is important to clarify to your readers the period covered by the phrase "subsequent interim period."

2. Supplementally confirm to us, if true, that during your two most recent fiscal years and the subsequent interim period through October 18, 2004, you (or someone on your behalf) did not consult Weaver and Tidwell, LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on your financial statements, or any matter that was either the subject of a disagreement or a reportable event, as those terms are defined in Item 304(a)(1)(iv) and (v) of Regulation S-K. You may wish to provide this disclosure in your amended Form 8-K as it provides important information to your readers.

3. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from your former accountant stating whether the accountant agrees with the statements made in your amended Form 8-K. File the amendment under cover of Form 8-KA and include the ITEM 4.01 designation. File the updated letter from the former accountant as Exhibit 16.

*****

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. 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 in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; 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 filing or in response to our comments on your filing.

Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct any questions regarding the above to the undersigned at (202) 824-5259.

Sincerely,
Jennifer Thompson
Staff Accountant
Mr. Peiffer
October 25, 2004
Page 2

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>threeci8kltr.txt
<DESCRIPTION>3CI ITEM 4 8-K FILED 10/19/04 COMMENT LTR THOMPSON
<TEXT>

October 25, 2004

Mr. Matt Peiffer
3CI Complete Compliance Corporation
1517 W. North Carrier Parkway, Suite 104
Grand Prairie, TX 75050

RE:  	Form 8-K Item 4 filed October 19, 2004
	File # 001-11097

Dear Mr. Peiffer:

We have reviewed your filing and have the following comments.  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 number listed at
the end of this letter.

1. Revise the third paragraph of your Item 4 Form 8-K to clarify that
there were no disagreements in the subsequent interim period through
the date of dismissal (or through October 18, 2004).  We believe it is
important to clarify to your readers the period covered by the phrase
"subsequent interim period."

2. Supplementally confirm to us, if true, that during your two most
recent fiscal years and the subsequent interim period through October
18, 2004, you (or someone on your behalf) did not consult Weaver and
Tidwell, LLP regarding either the application of accounting principles
to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on your financial statements,
or any matter that was either the subject of a disagreement or a
reportable event, as those terms are defined in Item 304(a)(1)(iv) and
(v) of Regulation S-K.  You may wish to provide this disclosure in
your amended Form 8-K as it provides important information to your
readers.

3.
To the extent that you make changes to the Form 8-K to comply with our
comments, please obtain and file an updated Exhibit 16 letter from
your former accountant stating whether the accountant agrees with the
statements made in your amended Form 8-K.  File the amendment under
cover of Form 8-KA and include the ITEM 4.01 designation.  File the
updated letter from the former accountant as Exhibit 16.

*****

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.  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 in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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 filing or in response to our
comments on your filing.

Please file your supplemental response via EDGAR in response to these
comments within 5 business days of the date of this letter.  Please
note that if you require longer than 5 business days to respond, you
should contact the staff immediately to request additional time.  You
may wish to provide us with marked copies of each amended filing to
expedite our review.  Direct any questions regarding the above to the
undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Peiffer
October 25, 2004
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>