SEC Comment Letter for OSK CAPITAL III CORP (CIK 0001107565) — Aug 23, 2005
OSK CAPITAL III CORP (CIK 0001107565)
Date: Aug. 23, 2005 · CIK: 0001107565 · Accession: 0000000000-05-043525
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File numbers found in text: 000-30023
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Mail Stop 3561
August 23, 2005
Mr. Francis Mailhot
OSK Capital III Corp.
1 Place Ville-Marie, Suite 2821
Montreal, Qc, CANADA H3B 4R4
Re: OSK Capital III Corp.
Item 4.01 Form 8-K
Filed May 18, 2005
File No. 000-30023
Dear Mr. Mailhot:
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 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
letter. Feel free to call us at the telephone numbers listed at
the
end of this letter.
1. Confirming our telephone conversation today, it appears that
the
disclosure in the second paragraph under Item 4.01(a) is incorrect
and/or needs to be clarified.
2. Revise to cover the issuer`s two most recent fiscal years or
any
later interim period the principal accountant on whom the
principal
accountant expressed reliance in its report, resigned or was
dismissed; the small business issuer must furnish all the
information prescribed by Item 304(a) (1) (i) through (iv).
3. In this regard, we note that you now make reference to Schwartz
Leveisky Feldman LLP as the auditor for the fiscal years ended
December 31, 2003 and 2004. However, the report in Form 10-KSB
for
December 31, 2004 does make reference to other auditors.
4. In their report dated March 16, 2004, Comiskey & Company does
opine with no reservation on the financial statements for the two
fiscal years ended 2002 and 2003. However, we could find no Form
8-K
filed to report the dismissal or resignation of Comiskey &
Company;
nor does the Form 8-K filed 5/18/05 specify when Schwartz Levitsky
Feldman LLP was engaged to replace Comisky & Company. Please file
a
Form 8-K to report the change in auditors in accordance with all
the
requirements prescribed by Item 304(a) (1) (i) through (iv) of
Regulation S-B.
5. Please revise the Form 8-K dated 5/03/ 2005 filed 5/18/2005 to
correct or clarify the disclosures prescribed by Item 304(a) (1)
(i)
through (iv) of Regulation S-B.
6. We note that while a Form 8-K apparently was not filed to
report
the dismissal of Comiskey & Company, the Form 8-K dated 5/03/2005
was
not filed timely. We encourage you to follow the time
requirements
for filing the information required by Item 304(a) (1) (i) through
(iv) of Regulation S-B. Please be advised that the requirements
of
Item 4.01 of Form 8-K require its report within four business days
of
the termination of the relationship with the former accountant
7. We note that Schwartz Levitsky Feldman LLP has not filed the
letter required by Exhibit 16 of Form 8-K regarding the Form 8-K
filed 5/18/2005. We request you remind the auditor of its
responsibility to comply with the timing requirements of Form 8-K.
In that regard, a letter should be filed as soon as possible.
Please
note that the Item 4.01 Form 8-K is incomplete without this
letter.
For future reference, note that the Exhibit 16 letter must be
filed
by the issuer within ten business days from the date the Form 8-K
is
filed with an Item 4.01 event.
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 the undersigned at
(202)
551-3392 or in my absence, Terence O`Brien at (202) 551-3355.
Sincerely,
Donald G. Wiland
Accountant
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Francis Mailhot
OSK Capital III Corp.
August 23, 2005
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