SEC Comment Letter for MIIX GROUP INC (CIK 0001064063) — Feb 7, 2005
MIIX GROUP INC (CIK 0001064063)
Date: Feb. 7, 2005 · CIK: 0001064063 · Accession: 0000000000-05-006046
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File numbers found in text: 001-14593
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Mail Stop 03-09
February 7, 2005
Ms. Patricia A. Constante
President and Chief Executive Officer
The MIIX Group, Incorporated
Two Princess Road
Lawrenceville, New Jersey 08648
RE: The. MIIX Group, Incorporated
Form 8-K filed January 31, 2005
File No. 001-14593
Dear Ms. Constante:
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 explanations. We
welcome
any questions you may have about our comments. Feel free to
contact
us at the telephone numbers listed at the end of this letter.
1. Please revise your disclosure to stipulate whether Ernst &
Young
LLP "resigned, declined to stand for re-election or was
dismissed."
See Item 304(a)(1)(i) of Regulation S-K and revise accordingly.
2. Please revise your disclosure to stipulate whether Ernst &
Young
LLP`s resignation was "recommended or approved by" the Board of
Directors. See Item 304(a)(1)(iii) of Regulation S-K and revise
accordingly.
3. Please revise the disclosure in the filing to state if there
were
any disagreements during the subsequent interim period through the
date of resignation. See Item 304(a)(1)(iv) of Regulation S-K and
revise accordingly.
4. In providing the disclosures required by Item 304(a)(1)(iv) of
Regulation S-K, it is not appropriate to state "in connection with
the audit" regarding the two most recent fiscal years. Please
revise
accordingly.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require. 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 comments, 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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.
The amendment requested should be filed via EDGAR within 5
business
days of the date of this letter and should be reviewed by the
former
accountants. The letter required by Exhibit 16 should cover the
revised disclosures. Please note that if you require longer than
5
business days to respond, you should contact the staff immediately
to
request additional time. Direct any questions regarding the above
to
me at (202) 942-7332
Sincerely,
Kevin Woody
Staff Accountant
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Ms. Patricia A. Constante
The MIIX Group, Incorporated
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