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SEC Comment Letter for THEATER XTREME ENTERTAINMENT GROUP, INC (CIK 0001089775) — Jul 14, 2005

THEATER XTREME ENTERTAINMENT GROUP, INC (CIK 0001089775)
Date: July 14, 2005 · CIK: 0001089775 · Accession: 0000000000-05-036164

AI Filing Summary & Sentiment

Date
July 14, 2005
Author
Tia Jenkins
Form
UPLOAD
Company
THEATER XTREME ENTERTAINMENT GROUP, INC (CIK 0001089775)

Letter

MAIL STOP 3561 July 14, 2005 Mr. Scott Oglum President Theater Xtreme Entertainment Group, Inc. 250 Corporate Boulevard Suites E and F Newark, DE 19702

RE: Theater Xtreme Entertainment Group, Inc. Form 8-K dated February 11, 2005, as amended File No. 0-26845

Dear Mr. Oglum,

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 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 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 dated February 11, 2005, as amended

Financial Statements

1. Please file the audited financial statements of Theater Xtreme Entertainment Group, Inc. for the two most recent fiscal years (e.g. year ended June 30, 2004 and inception to June 30, 2003) as required by Instruction 5 to Item 2.01 and Item 9.01(a) of Form 8-K, as specified in Item 310(c) of Regulation S-B for the February 11, acquisition. See also General Instruction C.3 to Form 8-K.

2. It appears that the accumulated deficit of the legal acquirer would usually be eliminated to paid-in-capital in consolidation at the acquisition date for a reverse acquisition with a public shell company. Please provide footnote explanation as to why the accumulated deficit of BF Acquisition Group II, Inc. was not eliminated in the December 31, 2004 pro forma balance sheet, or revise as appropriate.

Closing Comments

As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. 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 supplemental 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.

Questions should be directed to Maureen Bauer at (202) 942- 1824, or to the undersigned, at (202) 942-1902.

Sincerely,
Tia Jenkins
Senior Assistant Chief Accountant

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 3561

								July 14, 2005

Mr. Scott Oglum
President
Theater Xtreme Entertainment Group, Inc.
250 Corporate Boulevard
Suites E and F
Newark, DE  19702

      RE:	Theater Xtreme Entertainment Group, Inc.
		Form 8-K dated February 11, 2005, as amended
      File No. 0-26845

Dear Mr. Oglum,

      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 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 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 dated February 11, 2005, as amended

Financial Statements

1. Please file the audited financial statements of Theater Xtreme
Entertainment Group, Inc. for the two most recent fiscal years
(e.g.
year ended June 30, 2004 and inception to June 30, 2003) as
required
by Instruction 5 to Item 2.01 and Item 9.01(a) of Form 8-K, as
specified in Item 310(c) of Regulation S-B for the February 11,
2005
acquisition.  See also General Instruction C.3 to Form 8-K.

2. It appears that the accumulated deficit of the legal acquirer
would usually be eliminated to paid-in-capital in consolidation at
the acquisition date for a reverse acquisition with a public shell
company.  Please provide footnote explanation as to why the
accumulated deficit of BF Acquisition Group II, Inc. was not
eliminated in the December 31, 2004 pro forma balance sheet, or
revise as appropriate.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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.

	Questions should be directed to Maureen Bauer at (202) 942-
1824,
or to the undersigned, at (202) 942-1902.

								Sincerely,

Tia Jenkins
Senior Assistant Chief Accountant

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Mr. Scott Oglum
Theater Xtreme Entertainment Group, Inc.
July 14, 2005
Page 2

</TEXT>
</DOCUMENT>