SEC Comment Letter for HanKersen International Corp. (CIK 0001104040) — Aug 26, 2005
HanKersen International Corp. (CIK 0001104040)
Date: Aug. 26, 2005 · CIK: 0001104040 · Accession: 0000000000-05-044432
AI Filing Summary & Sentiment
File numbers found in text: 000-30115
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0306 DIVISION OF CORPORATION FINANCE 3561 August 25, 2005 Mr. Pengcheng Chen CEO Kushi Natural Foods Corporation 3rd Floor, A tower of Chuang Xin Information Building No. 72 Second Keji Road, Hi Tech Zone Xian China
Re: Form 8-K filed 8/24/2005 File No. 000-30115
Dear Mr Chen:
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. 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 the applicable staff person at the telephone number listed at the end of this letter.
1. Item 304(a)(1)(ii) of Regulation S-B requires you to disclose whether the former accountant’s report on the financial statements for either of the past two years contained an adverse opinion, a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles; and to describe the nature of each such adverse opinion, disclaimer of opinion, modification or qualification. This would include disclosure of uncertainty regarding the ability to continue as a going concern in the accountant’s report. Please revise.
2. Please revise to include disclosures regarding existence of any disagreements with the former accountant to cover the period through the date of resignation as required by Item 304(a)(1)(iv)(A) of Regulation S-B.
3. To the extent that you amend the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.
Please file your supplemental response and amendment via EDGAR in response to these comments within 5 business days after the date of this letter. Please contact the staff immediately if you require longer than 5 business days to respond.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the registrant and its management are in possession of all facts relating to a registrant’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 disclosure 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 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.
Direct any questions regarding this letter to Raj Rajan at 202.551.3388.
S i n c e r e l y ,
R a j R a j a n Staff Accountant
CC: Mr Brad Jacobs Esq.
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306
DIVISION OF
CORPORATION FINANCE
3561 August 25, 2005
Mr. Pengcheng Chen
CEO
Kushi Natural Foods Corporation
3rd Floor, A tower of Chuang Xin
Information Building No. 72
Second Keji Road, Hi Tech Zone
Xian
China
Re: Form 8-K filed 8/24/2005
File No. 000-30115
Dear Mr Chen:
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.
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 the applicable staff person at the telephone number listed at the end of this letter.
1. Item 304(a)(1)(ii) of Regulation S-B requires you to disclose whether the former accountant’s report on the financial statements for either of the past two years
contained an adverse opinion, a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles; and to describe the nature of each such adverse opinion, disclaimer of opinion, modification or
qualification. This would include disclosure of uncertainty regarding the ability
to continue as a going concern in the accountant’s report. Please revise.
2. Please revise to include disclosures regarding existence of any disagreements
with the former accountant to cover the period through the date of resignation
as required by Item 304(a)(1)(iv)(A) of Regulation S-B.
3. To the extent that you amend the Form 8-K to comply with our comments,
please obtain and file an updated Exhibit 16 letter from the former accountants
stating whether the accountant agrees with your Item 304 disclosures, or the
extent to which the accountant does not agree.
Please file your supplemental response and amendment via EDGAR in response to these comments within 5 business days after the date of this letter. Please contact the staff
immediately if you require longer than 5 business days to respond.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the registrant and its management are in possession of
all facts relating to a registrant’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 disclosure 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 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.
Direct any questions regarding this letter to Raj Rajan at 202.551.3388.
S i n c e r e l y ,
R a j R a j a n
Staff Accountant
CC: Mr Brad Jacobs Esq.