SEC Comment Letter for Myriad Entertainment & Resorts, Inc. (CIK 0001042501) — Feb 24, 2005
Myriad Entertainment & Resorts, Inc. (CIK 0001042501)
Date: Feb. 24, 2005 · CIK: 0001042501 · Accession: 0000000000-05-008903
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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 17, 2005
Scott Hawrelechko
Chairman, President, Chief Executive Officer
and Chief Financial Officer
Myriad Entertainment & Resorts Inc.
10050-112 Street, Suite 1000
10th Floor
Edmonton, Alberta, Canada T5K 2J1
File No.: 0-24640
Dear Mr. Hawrelechko:
We note that Milner and Brock, CPA`s was your former auditor
of
record. It is our understanding that Milner and Brock, CPA`s is
not
registered with the Public Company Accounting Oversight Board
(PCAOB). Section 102 of the Sarbanes-Oxley Act of 2002 made it
unlawful after October 22, 2003 for any person that is not a
registered public accounting firm or associated person therewith
(i.e. registered with the PCAOB) to prepare or issue, or to
participate in the preparation or issuance of, any audit report
with
respect to any issuer. This provision applies to any issuer whose
securities are registered under Section 12 of the Securities
Exchange
Act of 1934 that is required to file reports under Section 15(d)
of
that Act, or that files or has filed a registration statement that
has not yet become effective under the Securities Act of 1933 and
has
not been withdrawn. Additionally, since a review is an integral
part
of the audit, the firm performing any interim reviews is required
to
be registered with the PCAOB.
The fact that Milner and Brock, CPA`s is not registered with
the PCAOB can have a serious impact on you. For example, Milner
and
Brock, CPA`s does not have the legal ability to do the following:
* Issue audit reports (note that under PCAOB rules, see for
example
Rule 2100, if a person/firm is not currently registered, it cannot
engage in the preparation or issuance of, or play a substantial
role
in the preparation or furnishing of, an audit report, other than
to
issue a consent to the use of an audit report issued prior to
October
22, 2003).
* Perform interim reviews in accordance with SAS 100.
Since Milner and Brock, CPA`s is not registered with the
PCAOB,
you will need to do the following in order to amend prior filings
or
reports, meet your year-end filing deadlines and comply with the
requirements of the Sarbanes-Oxley Act of 2002 and the PCAOB:
* engage the successor registered public accounting firm to re-
audit
or re-review any periods that were audited or reviewed by Milner
and
Brock, CPA`s after registration was required (October 22, 2003).
In
that regard, we note Milner and Brock, CPA`s issued an audit
report
dated March 22, 2004 on your financial results for the fiscal year
ended December 31, 2003 and assume the firm performed interim
review
procedures on your financial results for the quarterly periods
ended
March 31, June 30 and September 30, 2004.
* amend any previously filed Form 10-KSB or 10-QSB to label the
columns of the financial statements as unaudited or not reviewed,
and
remove any audit or review reports from the respective filings.
* file amendments to any Forms 10-KSBor 10-QSB after the financial
statements have been re-audited or re-reviewed by your successor
registered public accounting firm.
Please explain your plans to address the items in a timely
manner. Please respond within five business days of receipt of
this
letter. Advise the staff if additional time is needed to reply.
If you have any questions, please call me or Stephanie
Hunsaker, Assistant Chief Accountant at (202) 942-2960.
Sincerely,
Louise Dorsey
Associate Chief Accountant
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Scott Hawrelechko
February 17, 2005
Page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0312
DIVISION OF
CORPORATION FINANCE
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