SEC Company Response from ADZONE RESEARCH INC (CIK 0001102013) — Dec 9, 2005
ADZONE RESEARCH INC (CIK 0001102013)
Date: Dec. 9, 2005 · CIK: 0001102013 · Accession: 0001144204-05-039357
AI Filing Summary & Sentiment
File numbers found in text: 000-28717
Letter
December 9, 2005 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Ryan Rohn, Staff Accountant
Re: AdZone Research, Inc. Form 8-K Item 4.01 File No. 000-28717 Filed November 30, 2005
Dear Mr. Rohn:
The following responses address the comments of the reviewing Staff of the Commission as set forth in the comment letter of December 2, 2005 relating to the Current Report on Form 8-K, Item 4.01, of AdZone Research, Inc. ("AdZone" or the "Company"). On behalf of the Company, we respond as follows.
1. We note in your Form 10-KSB/A for the fiscal year ended March 31, 2004 and Form 10-KSB for the fiscal year ended March 31, 2005 that your chief executive officer and chief financial officer have concluded that your disclosure controls and procedures were not effective for those periods. If applicable, please revise to include all reportable events under those two years. If no additional disclosure is required, please explain on a supplemental basis. Refer to Regulation S-B Item 304(a)(1)(iv)(B).
Response:
We have revised the Company's Current Report on Form 8-K to disclose that the former accountant advised the Company that internal controls necessary to develop reliable financial statements did not exist for the fiscal years ended March 31, 2005 and 2004 in accordance with Item 304(a)(1)(iv)(B)(1) of Regulation S-B.
2. To the extent that you make changes to the Form 8-K to comply with our comment, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.
Response:
The Company has obtained and filed an updated Exhibit 16 letter from the former accountants stating that they agree with the statements made in the Company's revised Current Report on Form 8-K.
[LOGO] SRFF 1065 AVENUE OF THE AMERICAS | NEW YORK, NEW YORK 10018 T 212 930 9700 | F 212 930 9725 | WWW.SRFF.COM
<PAGE>
In addition to the foregoing, the Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
o staff comments or changes to disclosure in response to staff comments in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and
o 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.
Should you have any questions, please do not hesitate to contact the undersigned at 212-930-9700.
Sincerely,
/s/ Eric A. Pinero
----------------------
Eric A. Pinero
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[LETTERHEAD]
SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEYS AT LAW
December 9, 2005
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street N.E.
Washington, D.C. 20549
Attn: Ryan Rohn, Staff Accountant
Re: AdZone Research, Inc.
Form 8-K Item 4.01
File No. 000-28717
Filed November 30, 2005
Dear Mr. Rohn:
The following responses address the comments of the reviewing Staff of the
Commission as set forth in the comment letter of December 2, 2005 relating to
the Current Report on Form 8-K, Item 4.01, of AdZone Research, Inc. ("AdZone" or
the "Company"). On behalf of the Company, we respond as follows.
1. We note in your Form 10-KSB/A for the fiscal year ended March 31, 2004 and
Form 10-KSB for the fiscal year ended March 31, 2005 that your chief
executive officer and chief financial officer have concluded that your
disclosure controls and procedures were not effective for those periods.
If applicable, please revise to include all reportable events under those
two years. If no additional disclosure is required, please explain on a
supplemental basis. Refer to Regulation S-B Item 304(a)(1)(iv)(B).
Response:
We have revised the Company's Current Report on Form 8-K to disclose that
the former accountant advised the Company that internal controls necessary to
develop reliable financial statements did not exist for the fiscal years ended
March 31, 2005 and 2004 in accordance with Item 304(a)(1)(iv)(B)(1) of
Regulation S-B.
2. To the extent that you make changes to the Form 8-K to comply with our
comment, please obtain and file an updated Exhibit 16 letter from the
former accountants stating whether the accountant agrees with the
statements made in your revised Form 8-K.
Response:
The Company has obtained and filed an updated Exhibit 16 letter from the
former accountants stating that they agree with the statements made in the
Company's revised Current Report on Form 8-K.
[LOGO]
SRFF
1065 AVENUE OF THE AMERICAS | NEW YORK, NEW YORK 10018
T 212 930 9700 | F 212 930 9725 | WWW.SRFF.COM
<PAGE>
In addition to the foregoing, the Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the Staff do not foreclose the
Commission from taking any action with respect to the filing; and
o 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.
Should you have any questions, please do not hesitate to contact the
undersigned at 212-930-9700.
Sincerely,
/s/ Eric A. Pinero
----------------------
Eric A. Pinero
[LOGO]
SRFF
1065 AVENUE OF THE AMERICAS | NEW YORK, NEW YORK 10018
T 212 930 9700 | F 212 930 9725 | WWW.SRFF.COM
</TEXT>
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