SEC Comment Letter for TRIMAX CORP (CIK 0001094651) — Dec 5, 2005
TRIMAX CORP (CIK 0001094651)
Date: Dec. 5, 2005 · CIK: 0001094651 · Accession: 0000000000-05-060797
AI Filing Summary & Sentiment
File numbers found in text: 000-32479
Letter
MAIL STOP 3561 December 5, 2005 Mr. Derek Pepler President Trimax Corporation 2 Lombard Street, Suite 204 Toronto, ON Canada M5C 1M1
Re: Trimax Corporation Item 4.01 Form 8-K Filed December 5, 2005 File No. 000-32479
Dear Mr. Pepler:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise 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 deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with more information so we may better understand your disclosure. After re viewing this information, we may raise additional comments.
Please understand that the purpose of our re view 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 me at the telephone number listed at the e nd of this letter.
Form 8-K filed December 5, 2005
1. Upon review of your amended Form 10-KSB, filed February 3, 2005, for the fiscal year ended September 30, 2004, we not ed a going concern audit opinion modification. This audit opinion was da ted February 2, 2005, not January 10, 2005 as disclosed. Please revise to disclose this audit opinion modification for the fiscal years ended September 30, 2004 and 2003 in accord ance with Item 304(a)(1)(ii) of Regulation S-B.
Derek Pepler Trim ax Cor poration December 5, 2005 Page 2
2. Please revise your disclosure related to di sagreements with your former auditor to include the period from the tw o most recent fiscal years through the date of dismissal in accordance with Item 304(a)(1)(iv) of Regulation S-B
3. Please revise your disclosure related to co mmunications with your current auditor to include the period from the tw o most recent fiscal years through the date of engagement in accordance with Item 304(a)(2) of Regulation S-B.
4. Please file an updated letter from Pannell Kerr Forste r as Exhibit 16 in accordance with Item 304(a)(3) of Regulation S-B. This letter shoul d reflect their agreement or disagreement with any disclosures in your amended Form 8-K filing.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 registrant acknowledging that: • the registrant is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosu re in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the registrant may not assert st aff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Derek Pepler Trim ax Cor poration December 5, 2005 Page 3
If you have any questions, please call me at (202) 551-3390
S i n c e r e l y ,
B r i a n K . B h a n d a r i S t a f f A c c o u n t a n t
Show Raw Text
MAIL STOP 3561
December 5, 2005
Mr. Derek Pepler
President
Trimax Corporation
2 Lombard Street, Suite 204
Toronto, ON Canada M5C 1M1
Re: Trimax Corporation
Item 4.01 Form 8-K
Filed December 5, 2005
File No. 000-32479
Dear Mr. Pepler:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments.
Please understand that the purpose of our re view 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 me at the telephone number listed at the e nd of this letter.
Form 8-K filed December 5, 2005
1. Upon review of your amended Form 10-KSB, filed February 3, 2005, for the fiscal
year ended September 30, 2004, we not ed a going concern audit opinion
modification. This audit opinion was da ted February 2, 2005, not January 10, 2005 as
disclosed. Please revise to disclose this audit opinion modification for the fiscal years
ended September 30, 2004 and 2003 in accord ance with Item 304(a)(1)(ii) of
Regulation S-B.
Derek Pepler
Trim ax Cor poration
December 5, 2005
Page 2
2. Please revise your disclosure related to di sagreements with your former auditor to
include the period from the tw o most recent fiscal years through the date of dismissal
in accordance with Item 304(a)(1)(iv) of Regulation S-B
3. Please revise your disclosure related to co mmunications with your current auditor to
include the period from the tw o most recent fiscal years through the date of
engagement in accordance with Item 304(a)(2) of Regulation S-B.
4. Please file an updated letter from Pannell Kerr Forste r as Exhibit 16 in accordance
with Item 304(a)(3) of Regulation S-B. This letter shoul d reflect their agreement or
disagreement with any disclosures in your amended Form 8-K filing.
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 registrant acknowledging that:
• the registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;
• staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
• the registrant may not assert st aff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Derek Pepler
Trim ax Cor poration
December 5, 2005
Page 3
If you have any questions, please call me at (202) 551-3390
S i n c e r e l y ,
B r i a n K . B h a n d a r i
S t a f f A c c o u n t a n t