SEC Comment Letter for ULTRA PURE WATER TECHNOLOGIES INC (CIK 0001099330) — Dec 20, 2005
ULTRA PURE WATER TECHNOLOGIES INC (CIK 0001099330)
Date: Dec. 20, 2005 · CIK: 0001099330 · Accession: 0000000000-05-063018
AI Filing Summary & Sentiment
File numbers found in text: 000-28267
Letter
Mail Stop 3561 August 10, 2005 Mr. Daniel D. LeBlanc, President Ultra Pure Water Technologies, Inc. 310 East Gloria Switch Road Lafayette, LA 70507
Re: Ultra Pure Water Technologies, Inc. Item 4.01 Form 8-K Filed August 1, 2005 File No. 000-28267
Dear Mr. LaBlanc:
We have reviewed your filing related to the Item 4.01 disclosures only 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 numbers listed at the end of this letter.
1. The statement by the company that Rachlin Cohen & Holtz has been engaged as your independent accountant implies that the company had a previous auditor. Item 304 of Regulation S-B describes the disclosure requirements of the Item 4.01 on Form 8-K. In order for the former accountants to submit to you the letter required by Item 304(a)(3) of Regulation S-B, a copy of the filing should be furnished to them as soon as possible, but no later than the date you file the Form 8-K with the Commission. The accountant`s letter should be filed with the Commission as an exhibit to the 8-K when initially filed or as a subsequent amendment thereto no later than 10 days after the initial Form 8-K was filed.
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.
If you have any questions, please call Angela Halac at (202) 551-3398.
Sincerely,
Angela J. Halac
Staff Accountant
Show Raw Text
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Mail Stop 3561
August 10, 2005
Mr. Daniel D. LeBlanc, President
Ultra Pure Water Technologies, Inc.
310 East Gloria Switch Road
Lafayette, LA 70507
Re: Ultra Pure Water Technologies, Inc.
Item 4.01 Form 8-K
Filed August 1, 2005
File No. 000-28267
Dear Mr. LaBlanc:
We have reviewed your filing related to the Item 4.01
disclosures only 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 numbers listed
at
the end of this letter.
1. The statement by the company that Rachlin Cohen & Holtz has
been
engaged as your independent accountant implies that the company
had a
previous auditor. Item 304 of Regulation S-B describes the
disclosure requirements of the Item 4.01 on Form 8-K. In order
for
the former accountants to submit to you the letter required by
Item
304(a)(3) of Regulation S-B, a copy of the filing should be
furnished
to them as soon as possible, but no later than the date you file
the
Form 8-K with the Commission. The accountant`s letter should be
filed with the Commission as an exhibit to the 8-K when initially
filed or as a subsequent amendment thereto no later than 10 days
after the initial Form 8-K was filed.
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.
If you have any questions, please call Angela Halac at (202)
551-3398.
Sincerely,
Angela J. Halac
Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306
DIVISION OF
CORPORATION FINANCE
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