SEC Comment Letter for Bimergen Energy Corp (BESS, BESS-WT) (CIK 0001066764) (BESS) — Oct 25, 2006
Bimergen Energy Corp (BESS, BESS-WT) (CIK 0001066764)
Date: Oct. 25, 2006 · CIK: 0001066764 · Accession: 0000000000-06-051929
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3720 October 25, 2006 VIA U.S. MAIL AND FAX (604) 921-7709 Mr. Rene Hamouth Chief Executive Officer Managapets, Inc. 2608 Finch Hill, Vancouver, Canada V7S 3HI
Re: Mangapets Inc. Form 8-K , Section 4.01 Filed October 24, 2006 File No. 0-27407
Dear Mr. Hamouth:
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 comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. After reviewing this information, we may 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 any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.
Item 4.01
1. Please amend your filing to state, if true, that there were no disagreements with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant’s satisfaction, would have caused it to make reference to the subject matter of the disagreements (s) in connection with its report. Refer to Item 304(a)(1)(iv)(A) of Regulation S-B.
Please file an amended Form 8-K as appropriate and respond to these comments within five business days or tell us when you will respond. Please request your former accountant to
Mr. Rene Hamouth Mangapets Inc. October 25, 2006 Page 2 furnish a revised letter addressed to the Commission stating whether it agrees with the statements in the amended Form 8-K and file the letter under Exhibit 16.1. Please understand that we may have additional comments after reviewing your filing and responses 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 the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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 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 do not foreclose the Commission from taking any action with respect to the filings; 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 filings or in response to our comments on your filings.
If you have any questions, please call Kathryn Jacobson at (202) 551-3365.
S i n c e r e l y ,
/s/ Kyle Moffatt Accountant Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
October 25, 2006
VIA U.S. MAIL AND FAX (604) 921-7709
Mr. Rene Hamouth
Chief Executive Officer
Managapets, Inc.
2608 Finch Hill,
Vancouver, Canada V7S 3HI
Re: Mangapets Inc.
Form 8-K , Section 4.01
Filed October 24, 2006
File No. 0-27407
Dear Mr. Hamouth:
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 comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. After reviewing this information, we may 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 any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.
Item 4.01
1. Please amend your filing to state, if true, that there were no disagreements with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant’s satisfaction, would have caused it to make reference to the subject matter of the disagreements (s) in connection with its report. Refer to Item 304(a)(1)(iv)(A) of Regulation S-B.
Please file an amended Form 8-K as appropriate and respond to these comments within
five business days or tell us when you will respond. Please request your former accountant to
Mr. Rene Hamouth
Mangapets Inc.
October 25, 2006 Page 2
furnish a revised letter addressed to the Commission stating whether it agrees with the statements in the amended Form 8-K and file the letter under Exhibit 16.1. Please understand that we may have additional comments after reviewing your filing and responses 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 the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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 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 do not foreclose
the Commission from taking any action with respect to the filings; 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 filings or in response to our comments on your filings.
If you have any questions, please call Kathryn Jacobson at (202) 551-3365.
S i n c e r e l y ,
/s/ Kyle Moffatt
Accountant Branch Chief