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SEC Comment Letter for TAG ENTERTAINMENT CORP (CIK 0001001133) — Jan 25, 2005

TAG ENTERTAINMENT CORP (CIK 0001001133)
Date: Jan. 25, 2005 · CIK: 0001001133 · Accession: 0000000000-05-003716

AI Filing Summary & Sentiment

File numbers found in text: 333-96257

Date
January 25, 2005
Author
Babette Cooper
Form
UPLOAD
Company
TAG ENTERTAINMENT CORP (CIK 0001001133)

Letter

January 25, 2005 Mail Stop 05-11 Steve Austin, President Power Marketing, Inc. 9916 South Santa Monica Blvd. 1st Floor Beverly Hills, CA 90212

Re: Form 8-K filed January 21, 2005 File No. 333-96257

Dear Mr. Austin:

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.

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 qualified or modified as to uncertainty, audit scope or accounting principles; and to describe the nature of each such adverse opinion, disclaimer of opinion, modification or qualification. This would include disclosure of uncertainty regarding the ability to continue as a going concern in the accountant`s report. Please revise.

Identify the date of engagement for the new accountant engaged.

To the extent that you amend the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.

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 Babette Cooper at 202- 824-5069.

Sincerely,
Babette Cooper
Staff Accountant
??

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
						January 25, 2005

Mail Stop 05-11

Steve Austin, President
Power Marketing, Inc.
9916 South Santa Monica Blvd.
1st Floor
Beverly Hills, CA 90212

Re:	Form 8-K filed January 21, 2005
	File No. 333-96257

Dear Mr. Austin:

	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.

      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 qualified or modified as to
uncertainty, audit scope or accounting principles; and to describe
the nature of each such adverse opinion, disclaimer of opinion,
modification or qualification.  This would include disclosure of
uncertainty regarding the ability to continue as a going concern
in
the accountant`s report.  Please revise.

      Identify the date of engagement for the new accountant
engaged.

      To the extent that you amend the Form 8-K to comply with our
comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with
your Item 304 disclosures, or the extent to which the accountant
does
not agree.

      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 Babette Cooper at
202-
824-5069.

						Sincerely,

						Babette Cooper
						Staff Accountant
??

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>