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SEC Comment Letter for DENIM APPAREL GROUP INC (CIK 0001130951) — Jul 19, 2005

DENIM APPAREL GROUP INC (CIK 0001130951)
Date: July 19, 2005 · CIK: 0001130951 · Accession: 0000000000-05-037036

AI Filing Summary & Sentiment

Date
July 13, 2005
Author
Michael Moran
Form
UPLOAD
Company
DENIM APPAREL GROUP INC (CIK 0001130951)

Letter

Mail Stop 0308 July 13, 2005 Gene Jackson Principal Executive Officer Kingdom Ventures, Inc. 1045 Stephanie Way Minden, NV 89423

RE: Kingdom Ventures, Inc. Item 4.01 Form 8-K filed June 16, 2005 as amended July 8, File No. 0-32273

Dear Mr. Jackson :

We have reviewed your filings 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.

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 contact us at the telephone numbers listed at the end of this letter.

1. Please revise to include all of the disclosures required by Items 304(a)(1)(ii), (iv) and (v) of Regulation S-X.

2. Please revise to include a letter from the former accountants stating whether or not they agree with the disclosures in the filing. The letter should be filed as Exhibit 16 in your amended filing. See Item 304(a)(3) of Regulation S-B.

Gene Jackson Kingdom Ventures, Inc. July 13, 2005 Page 2

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 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 disclosures 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 this action 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 connection with our review of your filing or in response to our comments on your filing.

Please note that the initial filing was due within four business days of the dismissal. The amendment requested above should be filed within five business days from the date of this letter or we should be advised by that date when it will be filed. Please file your response to these comments as an EDGAR correspondence file at the same time as you file the Form 8-K/A. Any questions regarding the above should be directed to Robert Burnett at (202) 551-3330, or in his absence, to Robert Benton at (202) 551-3804.

Sincerely,
Michael Moran
Branch Chief

Show Raw Text
<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

							July 13, 2005

Gene Jackson
Principal Executive Officer
Kingdom Ventures, Inc.
1045 Stephanie Way
Minden, NV  89423

	RE:	Kingdom Ventures, Inc.
		Item 4.01 Form 8-K filed June 16, 2005 as amended July
8,
2005
            	File No. 0-32273

Dear Mr. Jackson :

          We have reviewed your filings 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.

          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 contact us at the telephone numbers
listed
at the end of this letter.

1. Please revise to include all of the disclosures required by
Items
304(a)(1)(ii), (iv) and (v) of Regulation S-X.

2. Please revise to include a letter from the former accountants
stating whether or not they agree with the disclosures in the
filing.
The letter should be filed as Exhibit 16 in your amended filing.
See
Item 304(a)(3) of Regulation S-B.

Gene Jackson
Kingdom Ventures, Inc.
July 13, 2005
Page 2

      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 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
disclosures 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 this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	Please note that the initial filing was due within four
business
days of the dismissal.  The amendment requested above should be
filed
within five business days from the date of this letter or we
should
be advised by that date when it will be filed.  Please file your
response to these comments as an EDGAR correspondence file at the
same time as you file the Form 8-K/A.  Any questions regarding the
above should be directed to Robert Burnett at (202) 551-3330, or
in
his absence, to Robert Benton at (202) 551-3804.

							Sincerely,

							Michael Moran
						            Branch Chief

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</TEXT>
</DOCUMENT>