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SEC Comment Letter for Invech Holdings, Inc. (IVHI) (CIK 0001009919) (IVHI) — Jul 11, 2006

Invech Holdings, Inc. (IVHI) (CIK 0001009919)
Date: July 11, 2006 · CIK: 0001009919 · Accession: 0000000000-06-032171

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File numbers found in text: 000-25553

Date
July 11, 2006
Author
A m y C . B r u c k n e r S t a f f A c c o u n t a n t
Form
UPLOAD
Company
Invech Holdings, Inc. (IVHI) (CIK 0001009919)

Letter

Via Facsimile and U.S. Mail Mail Stop 6010 July 11, 2006 Mr. H.Y. (Reid) Li Chief Executive Officer Amersin Life Sciences Corporation 410 Park Avenue, 15 th Floor New York, NY 10022

Re: Amersin Life Sciences Corporation Item 4.02(a) Form 8 -K filed July 10, 2006 File No. 000-25553

Dear Mr. Li:

We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or revisions are unnecessary. Please understand that the purpose of our re view 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 us at the telephone number listed at the end of this letter. Item 4.02(a) Form 8-K filed July 10, 2006

1. We note that you intend to file a restated Form 10-KSB for the fiscal year ended January 31, 2006. Please tell us when you will file your amended Form 10-KSB. Additionally, please revise th e disclosure in your Form 8-K to provide detailed information regarding your decision to profess non-reliance on and restate the financial statements included in your January 31, 2006 Form 10-KSB. For example, describe the business that you w ill reclassify as discontinued operations and quantify the effects of the reclassifi cation on your total operating revenue and operating profit or loss for the year ended January 31, 2006.

Mr. H.Y. (Reid) Li Amersin Life Sciences Corp. July 11, 2006 Page 2 2. Please revise your disclosure to spec ify whether you have reconsidered the adequacy of your previous assertions regarding disclosure controls and procedures, as reflected in your Form 10- KSB for the fiscal year ended January 31, 2006, in light of the material errors a nd issues that you have described in your Item 4.02 Form 8-K. 3. Please confirm that when you amend your January 31, 2006 Form 10-KSB to file your restated financial statements, you will describe the effect of the restatement on the officers’ conclusions regarding the effectiveness of the company’s disclosure controls and procedures. Refe r to Item 307 of Regulation S-B. If the officers’ conclude that the disclosure c ontrols and procedures were effective, despite the restatement, tell us and confir m that you will describe the basis for the officers’ conclusions.

* * * *

Please provide us the information requested within 5 business days of the date of this letter or tell us when you will provide a response prior to the expiration of the 5-day period. Please furnish a letter with your response that keys your response to our comments. Detailed letters grea tly facilitate our review. You should file the letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewin g your response to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that they have provided all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 co mments, please provide, in your letter, a statement from the company acknowledging that: • the company 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 company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.

Mr. H.Y. (Reid) Li Amersin Life Sciences Corp. July 11, 2006 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

Sincerely,
A m y C . B r u c k n e r S t a f f A c c o u n t a n t

Show Raw Text
Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   July 11, 2006  Mr. H.Y. (Reid) Li Chief Executive Officer Amersin Life Sciences Corporation 410 Park Avenue, 15
th Floor
New York, NY 10022

 Re: Amersin Life Sciences Corporation
 Item 4.02(a) Form 8 -K filed July 10, 2006
 File No. 000-25553

Dear Mr. Li:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary.
  Please understand that the purpose of our re view 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 us at the telephone number listed at  the end of this letter.
 Item 4.02(a) Form 8-K filed July 10, 2006

 1. We note that you intend to file a restated Form 10-KSB for the fiscal year ended
January 31, 2006. Please tell us when you will file your amended Form 10-KSB.
Additionally, please revise th e disclosure in your Form  8-K to provide detailed
information regarding your decision to profess non-reliance on and restate the
financial statements included in your January 31, 2006 Form 10-KSB. For
example, describe the business that you w ill reclassify as discontinued operations
and quantify the effects of the reclassifi cation on your total operating revenue and
operating profit or loss for the year ended January 31, 2006.

Mr. H.Y. (Reid) Li
Amersin Life Sciences Corp. July 11, 2006 Page 2
 2. Please revise your disclosure to spec ify whether you have reconsidered the
adequacy of your previous assertions  regarding disclosure controls and
procedures, as reflected in your Form 10- KSB for the fiscal year ended January
31, 2006, in light of the material errors a nd issues that you have described in your
Item 4.02 Form 8-K.
 3. Please confirm that when you amend your January 31, 2006 Form 10-KSB to file
your restated financial statements, you will describe the effect of the restatement
on the officers’ conclusions regarding the effectiveness of the company’s
disclosure controls and procedures.  Refe r to Item 307 of Regulation S-B.  If the
officers’ conclude that the disclosure c ontrols and procedures were effective,
despite the restatement, tell us and confir m that you will describe the basis for the
officers’ conclusions.

*    *    *    *

Please provide us the information requested within 5 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 5-day
period. Please furnish a letter with your response that keys your response to our
comments. Detailed letters grea tly facilitate our review.  You should file the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company 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 company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. H.Y. (Reid) Li
Amersin Life Sciences Corp. July 11, 2006 Page 3
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t