SecProbe.io

CORRESP
1
filename1.htm

      Corresp

      UNIVEC

      4810
        Seton Drive

      Baltimore,
        MD 21215

      Telephone:
        (410) 347-9959

      Fax:
        (410) 347-1542

      Securities
        and Exchange Commission                           November
        18, 2005

      Washington,
        D.C. 20549

      Re:
        Univec, Inc. (Registrant)

      File
        No. 0-22413

      Gentlemen,

      This
        letter is in response to the Securities and Exchange Commission (SEC) comment
        letter to the above referenced Registrant dated September 29, 2005. This
        letter
        addressed the Registrant’s Item 4.01 on Form 8-K and 8-K/A dated June 13, 2005,
        July 28, 2005 and September 2, 2005, respectively.

      Additionally,
        this letter is in response to the Securities and Exchange Commission (SEC)
        comment letter to the above referenced Registrant dated August 4, 2005.

      Item
        4.01
        - Change
        in Registrant’s Certifying Accountant

              1)

                The
                  SEC’s September 29, 2005 letter observes that the Registrant’s former
                  auditors expressed disagreement with respect to the registrant’s use of
                  the “gross” accounting method for recognizing revenue. However, in the
                  Registrant’s Form 8-K dated June 13, 2005 and subsequent Form 8-K/A,
                  amendment No. 1, dated July 27, 2005, it was reported that the
                  disagreement had been previously discussed in specific meetings
                  between
                  the former auditor and the Registrant’s Board of Directors at a Board
                  meeting held on June 8, 2005 and also at various prior
                  dates.

      On
        July
        27, 2005 the Registrant addressed several matters relating to Item 4.01,
        Change
        in Registrant’s Certifying Accountant, as raised by the SEC in its comment
        letter dated June 24, 2005. The Registrant responded to all SEC inquiries.
        This
        included replies to inquiries regarding as defined by Item 304(a)(1)(ii)
        of

      Regulation
        S-B as well as Items 304 (a)(1)(C)-(E) of Regulation S-B.

      The
        Registrant has consistently maintained that its use of the “gross” accounting
        method is appropriate. Further, in its September 9, 2005 opinion regarding
        the
        fair presentation of the Registrant’s financial statements for the year-ended
        December 31, 2004, as presented in the Registrant’s Form 10-KSB, the new
        certifying accountant, Abrams, Foster, Nole and Williams, P.A. expressed
        no
        exception to the Registrant’s use of the “gross” accounting method.

      Finally,
        the Registrant distinguishes no need for any revisions to either the June
        13,
        2005 Form

      8-K
        or to
        the related September 2, 2005 Form

      8-K/A.

              2)

                Item
                  304(a)(2)(ii)
                  -
                  The Registrant did conduct “gross” accounting method discussions with the
                  new principal independent accounting firm. The new accounting firm
                  specified that they would review the appropriate professional literature
                  regarding this method of accounting for revenue recognition. Further,
                  they
                  stated that they would consider current business practice for utilizing
                  this method. The new accountant’s views were not subject to a review of
                  their written conclusions as provided to the registrant before
                  the
                  engagement of the new principal registered independent public accounting
                  firm. The Registrant’s Board of Directors did meet with the former
                  accountant at a Board of Directors meeting held on June 8, 2005,
                  as well
                  as at other discussions prior to the former accountant’s resignation on
                  June 9, 2005. This issue was discussed by representatives of the
                  Registrant’s Board of Directors and the new accountant prior to his
                  engagement.

      The
        new
        accountants did review the SEC’s requirements in situations involving changes in
        accountants before they accepted the engagement to audit the
        Registrant.

              3)

                The
                  appointment of the Company’s new auditors, Abrams, Foster, Nole and
                  Williams, P.A. independent Certified Public Accountants (CPA) became
                  effective on August 25, 2005 upon their completion of PCAOB
                  registration.

      Planning
        and confirmation work was done by our auditors between July 14, 2005 and
        July
        22, 2005. The majority of the audit work was performed between July 25, 2005
        and
        August 11, 2005 and subsequently between August 27, 2005 and September 9,
        2005.
        The interruption in fieldwork performed was due to the fact that our auditors
        were informed by the PCAOB that substantial work should not take place prior
        to
        completion of their registration.

      Preliminary
        audit procedures were performed in the following areas prior to receipt of
        the
        PCOAB notification on August 25, 2005:

              1)

                Revenue
                  and accounts receivable.

              2)

                Expenses
                  and accounts payable and accrued
                  expenses.

              3)

                Prepaid
                  expenses.

              4)

                Payroll.

              5)

                Inventory.

                  The
                    significance of the audit work performed prior to
                    August 25, 2005 included testing and documentation
                    which supported financial statement
                    balances in these areas. The majority of the
                    significant audit work was executed after August
                    25, 2005.

                    Finally,
                      this letter is in response to the SEC comment
                      letter dated August 4, 2005. In a Form 8-K
                      dated July 28, 2005, the Registrant advised that
                      it had engaged the CPA firm of Abrams, Foster,
                      Nole and Williams, P.A. (CPA). The SEC’s August
                      4, 2005 comment letter accurately states that
                      this firm did not qualify as a registered independent
                      certified public accounting firm because
                      it had not applied for registration with the
                      Public Company Accounting Oversight Board (PCOAB).
                      However, at the time of the Form 8-K filing
                      on July 28, 2005, the PCOAB approval had not
                      as yet bet registered. However, the registration
                      was in process. The PCOAB issued their
                      final approval on August 25, 2005, when the significant
                      audit procedures were
                      finalized.

      The
        Registrant acknowledges that:

              ·

                The
                  Company is responsible for the adequacy and accuracy of the disclosures
                  contained in its filings with the
                  SEC.

              ·

                Any
                  SEC staff comments or changes to any disclosures made in response
                  to SEC
                  staff comments do not foreclose the Commission from taking any
                  action with
                  respect to the filing.

              ·

                The
                  Company may not assert SEC staff comments as a defense in any proceeding
                  initiated by the Commission or any person under the federal securities
                  laws of the United States.

      SIGNATURES

      Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.

      Univec,
        Inc.

      November
        18, 2005

      By:
        /s/
        David Dalton

      David
        Dalton

      Chief
        Executive Officer