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SEC Comment Letter for CAPITAL GROUP ONE INC (CIK 0001107772) — Dec 23, 2005

CAPITAL GROUP ONE INC (CIK 0001107772)
Date: Dec. 23, 2005 · CIK: 0001107772 · Accession: 0000000000-05-063824

AI Filing Summary & Sentiment

File numbers found in text: 000-30107

Date
December 23, 2005
Author
Ryan Rohn
Form
UPLOAD
Company
CAPITAL GROUP ONE INC (CIK 0001107772)

Letter

December 23, 2005 Mr. Matthew McNeally Chief Executive Officer Capital Group One, Inc. 120 Adelaide Street, W, Suite 12114 Toronto, Ontario A6 M5H 1T1 Canada

RE: Capital Group One, Inc. Form 8-K Item 4.01 Filed December 23, 2005 File # 000-30107

Dear Mr. McNeally:

We have reviewed your filing and have the following comments. If you disagree, we will consider your explanation as to why our comments are inapplicable. Please be as detailed as necessary in your explanation. 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 on any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.

1. We note your predecessor accountant, Earl M. Cohen, CPA, notified you on May 13, 2004 of his resignation. In paragraph (iii), you disclose that there were no disagreements during the period from March 2000 through February 29, 2004. Revise your Filing to disclose, if true, there were no disagreements through May 13, 2004, the date of resignation. Refer to Item 304(a)(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 accountant stating whether the accountant agrees with the statements made in your revised Form 8-K.

* * * * *

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. 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 in the filing reviewed by the staff 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.

Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct any questions regarding the above to the undersigned at (202) 551- 3739.

Sincerely,
Ryan Rohn
Staff Accountant
??

Show Raw Text
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<TEXT>

								December 23, 2005

Mr. Matthew McNeally
Chief Executive Officer
Capital Group One, Inc.
120 Adelaide Street, W, Suite 12114
Toronto, Ontario  A6 M5H 1T1  Canada

	RE:  	Capital Group One, Inc.
		Form 8-K Item 4.01
		Filed December 23, 2005
		File # 000-30107

Dear Mr. McNeally:

      We have reviewed your filing and have the following
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable.  Please be as detailed as necessary
in
your explanation.  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 on any other
aspect of our review.  Feel free to call us at the telephone
number
listed at the end of this letter.

1. We note your predecessor accountant, Earl M. Cohen, CPA,
notified you on May 13, 2004 of his resignation.  In paragraph
(iii), you disclose that there were no disagreements during the
period from March 2000 through February 29, 2004.  Revise your
Filing to disclose, if true, there were no disagreements through
May 13, 2004, the date of resignation.  Refer to Item 304(a)(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 accountant stating whether the accountant
agrees with the statements made in your revised Form 8-K.

*  *  *  *  *

	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.  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 in the filing reviewed by the staff 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.

      Please file your supplemental response via EDGAR in
response
to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business
days to respond, you should contact the staff immediately to
request additional time.  You may wish to provide us with marked
copies of each amended filing to expedite our review.  Direct
any
questions regarding the above to the undersigned at (202) 551-
3739.

								Sincerely,

								Ryan Rohn
								Staff Accountant
??

??

??

??

Mr. Matthew McNeally
Capital Group One, Inc.
December 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>