SEC Comment Letter for ENTERRA ENERGY TRUST (CIK 0001116377) — Sep 28, 2005
ENTERRA ENERGY TRUST (CIK 0001116377)
Date: Sept. 28, 2005 · CIK: 0001116377 · Accession: 0000000000-05-050070
AI Filing Summary & Sentiment
File numbers found in text: 000-30426
Referenced dates: July 21, 2005
Letter
September 27, 2005 Mr. Deng Shan Chief Executive Officer Largo Vista Group, Ltd. 4570 Campus Drive Newport Beach, California 92660
Re: Largo Vista Group, Ltd. Form 10-KSB for Fiscal Year Ended December 31, 2004 Filed April 18, 2005 Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30, 2005 Filed May 11, 2005 and August 22, 2005 Response Letters Dated July 21, 2005, August 19, 2005 and September 9, 2005 File No. 000-30426
Dear Mr. Shan:
We have reviewed your filings and response letters and have the following comments. We have limited our review to those issues we have addressed in our comments. Where indicated, we think you should revise your documents. 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 information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Form 10-KSB for Fiscal Year Ended December 31, 2004
1. We have read your response material, including the draft amendments to your annual report on Form 10-KSB and subsequent interim reports on Form 10-QSB. We note that although you have proposed some disclosure revisions to address concerns raised in our comments, those revisions have not been made consistently throughout your documents, where similar disclosures remain as originally reported, without such revisions. Some disclosures warrant additional clarity. Please address the following points and file your amendments without further delay.
a. Expand your disclosure concerning your intention to account for shares issued to Shanghai Oil as a capital transaction to clarify that in substance the arrangement represents a stock subscription under which you expect to receive at least $0.13 per share, if consistent with your view. Include a heading immediately above the disclosure that is descriptive in this regard, and which differentiates the arrangement from your discussion of other activities. Since you are not assuming responsibilities for handling fuel oil, characterization of the assignment suggesting you will be engaged in distribution is not appropriate.
b. Revise all disclosures regarding the Shanghai Oil agreement in the 10-KSB (e.g. pages 11 and F-20) and 10-QSB (e.g. pages 9, 11 and 12) filings, as well as the Form 8-Ks and related attachments filed April 19, 2005 and April 1, 2005, to the extent necessary to be consistent with the revised disclosures presented under Description of Business on page 2, as further revised in response to a. above.
c. Amend your certifications to comply with the requirements of Item 601(b)(31) of Regulation S-B, as requested in prior comment 7.
Closing Comments
As appropriate, please amend your filings and respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.
You may contact Lily Dang at (202) 551-3867 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3686 with any other questions.
Sincerely,
Karl Hiller
Branch Chief
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 27, 2005
Mr. Deng Shan
Chief Executive Officer
Largo Vista Group, Ltd.
4570 Campus Drive
Newport Beach, California 92660
Re: Largo Vista Group, Ltd.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed April 18, 2005
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and
June 30, 2005
Filed May 11, 2005 and August 22, 2005
Response Letters Dated July 21, 2005, August 19, 2005 and
September 9, 2005
File No. 000-30426
Dear Mr. Shan:
We have reviewed your filings and response letters and have
the
following comments. We have limited our review to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your documents. 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
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Form 10-KSB for Fiscal Year Ended December 31, 2004
1. We have read your response material, including the draft
amendments to your annual report on Form 10-KSB and subsequent
interim reports on Form 10-QSB. We note that although you have
proposed some disclosure revisions to address concerns raised in
our
comments, those revisions have not been made consistently
throughout
your documents, where similar disclosures remain as originally
reported, without such revisions. Some disclosures warrant
additional clarity. Please address the following points and file
your amendments without further delay.
a. Expand your disclosure concerning your intention to account for
shares issued to Shanghai Oil as a capital transaction to clarify
that in substance the arrangement represents a stock subscription
under which you expect to receive at least $0.13 per share, if
consistent with your view. Include a heading immediately above
the
disclosure that is descriptive in this regard, and which
differentiates the arrangement from your discussion of other
activities. Since you are not assuming responsibilities for
handling
fuel oil, characterization of the assignment suggesting you will
be
engaged in distribution is not appropriate.
b. Revise all disclosures regarding the Shanghai Oil agreement in
the
10-KSB (e.g. pages 11 and F-20) and 10-QSB (e.g. pages 9, 11 and
12)
filings, as well as the Form 8-Ks and related attachments filed
April
19, 2005 and April 1, 2005, to the extent necessary to be
consistent
with the revised disclosures presented under Description of
Business
on page 2, as further revised in response to a. above.
c. Amend your certifications to comply with the requirements of
Item
601(b)(31) of Regulation S-B, as requested in prior comment 7.
Closing Comments
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please furnish a cover letter with your
amendment
that keys your responses to our comments and provides any
requested
information.
You may contact Lily Dang at (202) 551-3867 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3686 with any other
questions.
Sincerely,
Karl Hiller
Branch Chief
cc: Philip Englund
Mr. Deng Shan
Largo Vista Group, Ltd.
September 27, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
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</DOCUMENT>