SEC Comment Letter for AVVAA WORLD HEALTH CARE PRODUCTS INC (CIK 0001092534) — Oct 5, 2005
AVVAA WORLD HEALTH CARE PRODUCTS INC (CIK 0001092534)
Date: Oct. 5, 2005 · CIK: 0001092534 · Accession: 0000000000-05-051254
AI Filing Summary & Sentiment
File numbers found in text: 333-124667
Letter
Mail Stop 6010 October 5, John Farley President, Chief Executive Officer and Director AVVAA World Health Care Products, Inc. PO BOX 335 3018 Schaeffer Road Falklan, British Columbia Canada V0E 1W0
Re: AVVAA World Health Care Products, Inc. Amendment No. 2 to registration statement on Form SB-2/A Filed September 20, 2005 File Number 333-124667
Dear Mr. Farley:
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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General Consolidated Statement of Stockholder`s Deficit, page F-5
1. Regarding your response to prior comment thirteen, please tell us why it is appropriate to consider the shares, related to the consulting services received and the settlement of debt, as issued and outstanding, apparently based solely on the fact that their issuance had been approved by your board of directors. As the shares apparently had not been physically issued as of a balance sheet date, please tell us why you did not continue to include the balance in accounts payable and deferred compensation. In addition, please cite the specific authoritative literature supporting your accounting and address the applicability of (and, if applicable, your compliance with) paragraph 16 of SFAS 140. Furthermore, please clarify why the balance: (a) was revised as of and during the year ended May 31, 2004, while your response only addresses the status of the shares as of May 31, 2005 and (b) was not revised as of and during the year ended May 31, 2003. Notes to the Consolidated Financial Statements, page F-6 16. Restatement, page F-24
2. In your recent response to our comment ten dated July 11, 2005, you asserted that the advances to and from related parties are appropriately reported as financing activities. However, in your previous response to our comment 44 dated June 2, 2005, you stated that you had revised your statement of cash flows to move the advances from financing to operating activities. Please resolve this apparent discrepancy for us. If you did, in fact, move the advances to operating activities, please tell us why: (a) you did not discuss this apparent restatement in this Note, (b) the auditor did not discuss it in its report, and (c) the statement of cash flows for 2003 was not labeled as having been restated.
Audited Financial Statements as of May 31, 2004 and 2003 Report of Independent Auditors
3. Please tell us why the auditor did not dual date its report to address the restatement and why it does not address the restatement related to the amounts previously included in additional common stock subscribed. Otherwise, please include a report that has been revised by them to address these matters.
Form 10-KSB for the Fiscal Year Ended May 31, 2005
4. Please provide us the disclosures that were required by Item of Regulation S-B.
Amendment #1 to Form 10-KSB for the Fiscal Year Ended May 31, 2004 Item 14. Controls and Procedures
5. In light of the need to restate your financial statements, please tell us whether your principal executive and principal financial officers re-evaluated their original conclusions surrounding the effectiveness of your disclosure controls and procedures as of May 31, 2004. If so, please tell us why they continue to believe that they were effective.
As appropriate, please amend your filing in response to these comments. 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 file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Ibolya Ignat at (202) 551-3656 or Oscar Young at (202) 551-3622 if you have questions regarding comments on the financial statements and related matters. Please contact Zafar Hasan at (202) 551-3653 or me at (202) 551-3715 with any other questions. Sincerely,
Jeffrey Riedler Assistant Director
cc: Richard Anslow Anslow & Jacklin LLP 195 Route 9 South Suite 204 Manalapan, New Jersey 07726 Fax: 732-577-1188 ??
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<TEXT>
Mail Stop 6010 October 5,
2005
John Farley
President, Chief Executive Officer and Director
AVVAA World Health Care Products, Inc.
PO BOX 335
3018 Schaeffer Road
Falklan, British Columbia
Canada V0E 1W0
Re: AVVAA World Health Care Products, Inc.
Amendment No. 2 to registration statement on Form SB-2/A
Filed September 20, 2005
File Number 333-124667
Dear Mr. Farley:
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
Consolidated Statement of Stockholder`s Deficit, page F-5
1. Regarding your response to prior comment thirteen, please tell
us
why it is appropriate to consider the shares, related to the
consulting services received and the settlement of debt, as issued
and outstanding, apparently based solely on the fact that their
issuance had been approved by your board of directors. As the
shares
apparently had not been physically issued as of a balance sheet
date,
please tell us why you did not continue to include the balance in
accounts payable and deferred compensation. In addition, please
cite
the specific authoritative literature supporting your accounting
and
address the applicability of (and, if applicable, your compliance
with) paragraph 16 of SFAS 140. Furthermore, please clarify why
the
balance: (a) was revised as of and during the year ended May 31,
2004, while your response only addresses the status of the shares
as
of May 31, 2005 and (b) was not revised as of and during the year
ended May 31, 2003.
Notes to the Consolidated Financial Statements, page F-6
16. Restatement, page F-24
2. In your recent response to our comment ten dated July 11, 2005,
you asserted that the advances to and from related parties are
appropriately reported as financing activities. However, in your
previous response to our comment 44 dated June 2, 2005, you stated
that you had revised your statement of cash flows to move the
advances from financing to operating activities. Please resolve
this
apparent discrepancy for us. If you did, in fact, move the
advances
to operating activities, please tell us why: (a) you did not
discuss
this apparent restatement in this Note, (b) the auditor did not
discuss it in its report, and (c) the statement of cash flows for
2003 was not labeled as having been restated.
Audited Financial Statements as of May 31, 2004 and 2003
Report of Independent Auditors
3. Please tell us why the auditor did not dual date its report to
address the restatement and why it does not address the
restatement
related to the amounts previously included in additional common
stock
subscribed. Otherwise, please include a report that has been
revised
by them to address these matters.
Form 10-KSB for the Fiscal Year Ended May 31, 2005
4. Please provide us the disclosures that were required by Item
307
of Regulation S-B.
Amendment #1 to Form 10-KSB for the Fiscal Year Ended May 31, 2004
Item 14. Controls and Procedures
5. In light of the need to restate your financial statements,
please
tell us whether your principal executive and principal financial
officers re-evaluated their original conclusions surrounding the
effectiveness of your disclosure controls and procedures as of May
31, 2004. If so, please tell us why they continue to believe that
they were effective.
As appropriate, please amend your filing in response to
these
comments. 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 file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Ibolya Ignat at (202) 551-3656 or Oscar
Young
at (202) 551-3622 if you have questions regarding comments on the
financial statements and related matters. Please contact Zafar
Hasan
at (202) 551-3653 or me at (202) 551-3715 with any other
questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Richard Anslow
Anslow & Jacklin LLP
195 Route 9 South
Suite 204
Manalapan, New Jersey 07726
Fax: 732-577-1188
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