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SEC Comment Letter for CitroTech Inc. (CITR) (CIK 0000894556) (CITR) — Jun 3, 2005

CitroTech Inc. (CITR) (CIK 0000894556)
Date: June 3, 2005 · CIK: 0000894556 · Accession: 0000000000-05-027385

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 27, 2005
Author
Angela J. Halac
Form
UPLOAD
Company
CitroTech Inc. (CITR) (CIK 0000894556)

Letter

May 27, 2005 Mail Stop 3561 Cabell F. Cobbs, Chief Financial Officer General Environmental Management, Inc. 3191 Temple Avenue Suite 250 Pomona, CA 91768

Re: Form 8-K filed 05/20/2005 File No. 33-55254-38

Dear Mr. Cobbs:

We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document 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. 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 any other aspect of our review. Feel free to call the applicable staff person at the telephone number listed at the end of this letter.

1. Please amend the Form 8-K to state the your former accountant was dismissed as required by Item 304(a)(1)(i) of Regulation S-B.

2. Please clarify the period of the former accountants issued reports. Item 304(a)(1)(ii) of Regulation S-B requires you to disclose whether the former accountant`s report on the financial statements for either of the past two years contained an adverse opinion, a disclaimer of opinion, or was modified as to uncertainty, audit scope or accounting principles, including the ability to continue as a going concern. Please revise.

3. Item 304(a)(1)(iv)(A) of Regulation S-B requires you to disclose whether there were disagreements between the Company and the former accountant for the two most recent fiscal years and any subsequent interim period through the date of resignation. Please revise accordingly.

4. Please file an updated letter from your former accountant stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree. Refer to Item 304(a)(3) of Regulation S-B.

Please file your supplemental response and amendment via EDGAR in response to these comments within 5 business days after the date of this letter. Please contact the staff immediately if you require longer than 5 business days to respond.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the registrant and its management are in possession of all facts relating to a registrant`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 registrant acknowledging that: * the registrant is responsible for the adequacy and accuracy of the disclosure in the filing; * staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and * the registrant 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.

Direct any questions regarding this letter to Angela Halac at 202.551.3398

Sincerely,
Angela J. Halac
Staff Accountant
??

Show Raw Text
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<TEXT>
May 27, 2005

Mail Stop  3561

Cabell F. Cobbs, Chief Financial Officer
General Environmental Management, Inc.
3191 Temple Avenue
Suite 250
Pomona, CA 91768

Re:	Form 8-K filed 05/20/2005
	File No.  33-55254-38

Dear Mr. Cobbs:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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.  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 any other aspect
of
our review.  Feel free to call the applicable staff person at the
telephone number listed at the end of this letter.

1.  Please amend the Form 8-K to state the your former accountant
was
dismissed as required by Item 304(a)(1)(i) of Regulation S-B.

2.  Please clarify the period of the former accountants issued
reports.  Item 304(a)(1)(ii) of Regulation S-B requires you to
disclose whether the former accountant`s report on the financial
statements for either of the past two years contained an adverse
opinion, a disclaimer of opinion, or was modified as to
uncertainty,
audit scope or accounting principles, including the ability to
continue as a going concern. Please revise.

3.  Item 304(a)(1)(iv)(A) of Regulation S-B requires you to
disclose
whether there were disagreements  between the Company and the
former
accountant for the two most recent fiscal years and any subsequent
interim period through the date of resignation.  Please revise
accordingly.

4.  Please file an updated letter from your former accountant
stating
whether the accountant agrees with your Item 304 disclosures, or
the
extent to which the accountant does not agree.  Refer to Item
304(a)(3) of Regulation S-B.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`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 registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant 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.

Direct any questions regarding this letter to Angela Halac at
202.551.3398

Sincerely,

Angela J. Halac
Staff Accountant
??

??

??

??

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

</TEXT>
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