SEC Comment Letter for EDGETECH SERVICES INC (CIK 0001088211) — Sep 20, 2005
EDGETECH SERVICES INC (CIK 0001088211)
Date: Sept. 20, 2005 · CIK: 0001088211 · Accession: 0000000000-05-048462
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Mail Stop 4561
September 19, 2005
VIA U.S. MAIL AND FAX (310) 393-5455
Mr. Adam Radly
Chief Financial Officer
Edgetech Services Inc.
501 Santa Monica Boulevard
Suite 601
Santa Monica, CA 90401
Re: Edgetech Services, Inc.
Item 4.01 Form 8-K
Filed September 14, 2005
File No. 0-27397
Dear Mr. Radly:
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
supplemental 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 on any other
aspect
of our review. Feel free to call us at the telephone number
listed
at the end of this letter.
Form 8-K filed September 14, 2005
1. Please amend your Form 8-K to state whether your former auditor
resigned, declined to stand for re-election, or was dismissed as
required by Item 304(a)(1)(i) of Regulation S-B. Disclose the
date
your relationship ended.
2. 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. Please amend your Form 8-K to include this
statement.
3. Please amend your Form 8-K to state whether during your two
most
recent fiscal years and any subsequent interim period through the
date of resignation, declination or 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) of Regulation S-B.
4. Please amend your Form 8-K to include the required letter from
your former auditor. This letter is due within 10 business days
of
the filing of your 8-K and should be filed as Exhibit 16.
5. With respect to the engagement of your new accountant, please
amend your Form 8-K to comply with the requirements of Item 304
(a)(2) of Regulation S-B. In making any disclosures about
consultations with your new accountants, please ensure you
disclose
any consultations up through the date of engagement.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing your amendment 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 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.
Any questions regarding the above should be directed to me
at
(202) 551-3466.
Sincerely,
Matthew Maulbeck
Staff Accountant
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Edgetech Services, Inc.
September 19, 2005
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