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SEC Comment Letter for MILL CREEK RESEARCH INC (CIK 0001116773) — Feb 23, 2005

MILL CREEK RESEARCH INC (CIK 0001116773)
Date: Feb. 23, 2005 · CIK: 0001116773 · Accession: 0000000000-05-008739

AI Filing Summary & Sentiment

Date
February 23, 2005
Author
Jeffrey Gordon
Form
UPLOAD
Company
MILL CREEK RESEARCH INC (CIK 0001116773)

Letter

February 23, 2005 Ms. Rita Thomas President, Director Mill Creek Research, Inc. 1007 N. Cactus Trail Seymour, Texas 76380

RE: Form 8-K/A Item 4.01 filed February 23, 2005 File # 0-30875

Dear Ms. Thomas:

We have reviewed your filing and have the following comments. Where indicated, we think you should revise your documents 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 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. You currently disclose that "none of the reports of Banker & Co. on the financial statements of the Company contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, nor have there been at any time, disagreements between the Company and Banker & Co. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure." Please amend your Form 8-K to disclose this information related to the principal accountant`s report on the financial statements for either of the past two years, instead of stating "none of the reports." See Item 304(a)(1)(ii) of Regulation S-B.

2. To the extent that you make changes to 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 the statements made in your revised Form 8-K.

*****

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) 824-5685.

Sincerely,
Jeffrey Gordon
Staff Accountant
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Show Raw Text
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 23, 2005

Ms. Rita Thomas
President, Director
Mill Creek Research, Inc.
1007 N. Cactus Trail
Seymour, Texas  76380

RE:  	Form 8-K/A Item 4.01 filed February 23, 2005
	File # 0-30875

Dear Ms. Thomas:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your documents 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 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. You currently disclose that "none of the reports of Banker &
Co.
on the financial statements of the Company contained any adverse
opinion or disclaimer of opinion, or was qualified or modified as
to
uncertainty, audit scope, or accounting principles, nor have there
been at any time, disagreements between the Company and Banker &
Co.
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure."  Please
amend
your Form 8-K to disclose this information related to the
principal
accountant`s report on the financial statements for either of the
past two years, instead of stating "none of the reports."  See
Item
304(a)(1)(ii) of Regulation S-B.

2. To the extent that you make changes to 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 the statements made in your revised Form 8-K.

*****

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) 824-5685.

Sincerely,

Jeffrey Gordon
Staff Accountant
??

??

??

??

Ms. Thomas
February 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
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