SEC Comment Letter for Myriad Entertainment & Resorts, Inc. (CIK 0001042501) — Mar 2, 2005
Myriad Entertainment & Resorts, Inc. (CIK 0001042501)
Date: March 2, 2005 · CIK: 0001042501 · Accession: 0000000000-05-009968
AI Filing Summary & Sentiment
File numbers found in text: 000-24640
Letter
Mail Stop 04-06 March 2, 2005 Mr. Scott J. Hawrelechko Chief Executive Officer Myriad Entertainment & Resorts Inc. 10050-112 Street, 10th floor Suite 1000 Edmonton, Alberta Canada T5K 2J1
Re: Myriad Entertainment & Resorts Inc. Form 8-K/A filed February 23, 2005 File No. 000-24640
Dear Mr. Hawrelechko:
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 comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-K/A, filed February 23, 2005
1. Item 304(a)(1)(ii) of Regulation S-B requires a statement whether the accountant`s report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of 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. We note your revised disclosures and note that you have removed the reference to whether the accountants report "contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles." Please revise to indicate whether these conditions existed but also retain your disclosure regarding the going concern reference.
2. We note the revisions you made in response to prior comment number 3. Please revise your Form to state "whether during the registrant`s two most recent fiscal years and the subsequent interim period through January 17, 2005, the date of the dismissal, there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports." In the event of disagreement(s) and/or reportable event(s), provide the specific disclosures required by Item 304(a)(1)(iv) and (v) of Regulation S-B.
3. Additionally, include a letter from the former accountants addressing the revised disclosures in the amendment.
4. We note the revisions you made in response to comment number 7. The intent of this comment was to obtain additional information regarding your new auditor and not to require revised disclosure. Consider removing the reference to the location of your new auditor.
General
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 company and its management are in possession of all facts relating 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 comment, please provide, in writing, 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 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.
Please file your supplemental response and amendment via EDGAR in response to these comments within 10 days of the date of this letter. Please note that if you require longer than 10 days to respond, you should contact the staff immediately to request additional time. Any questions regarding the above should be directed to me at (202) 942-2894, or in my absence, to Robert Benton at (202) 942-1811.
Sincerely,
Christine Davis
Staff Accountant
Show Raw Text
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<TEXT>
Mail Stop 04-06
March 2, 2005
Mr. Scott J. Hawrelechko
Chief Executive Officer
Myriad Entertainment & Resorts Inc.
10050-112 Street, 10th floor
Suite 1000
Edmonton, Alberta
Canada T5K 2J1
Re: Myriad Entertainment & Resorts Inc.
Form 8-K/A filed February 23, 2005
File No. 000-24640
Dear Mr. Hawrelechko:
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 comments are inapplicable or a revision
is
unnecessary. Please be as detailed as necessary in your
explanation.
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 8-K/A, filed February 23, 2005
1. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether
the accountant`s report on the financial statements for either of
the
past two years contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit
scope
or accounting principles; and a description of 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. We note your revised disclosures and note
that
you have removed the reference to whether the accountants report
"contained an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting
principles." Please revise to indicate whether these conditions
existed but also retain your disclosure regarding the going
concern
reference.
2. We note the revisions you made in response to prior comment
number
3. Please revise your Form to state "whether during the
registrant`s
two most recent fiscal years and the subsequent interim period
through January 17, 2005, the date of the dismissal, there were
any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports." In the event of disagreement(s) and/or
reportable event(s), provide the specific disclosures required by
Item 304(a)(1)(iv) and (v) of Regulation S-B.
3. Additionally, include a letter from the former accountants
addressing the revised disclosures in the amendment.
4. We note the revisions you made in response to comment number 7.
The intent of this comment was to obtain additional information
regarding your new auditor and not to require revised disclosure.
Consider removing the reference to the location of your new
auditor.
General
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 company and its management are in
possession of all facts relating 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 comment, please provide,
in
writing, 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 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.
Please file your supplemental response and amendment via
EDGAR
in response to these comments within 10 days of the date of this
letter. Please note that if you require longer than 10 days to
respond, you should contact the staff immediately to request
additional time. Any questions regarding the above should be
directed to me at (202) 942-2894, or in my absence, to Robert
Benton
at (202) 942-1811.
Sincerely,
Christine Davis
Staff Accountant
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Myriad Entertainment & Resorts Inc.
March 2, 2005
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