SEC Comment Letter for PharmaCyte Biotech, Inc. (PMCB) (CIK 0001157075) (PMCB) — Jun 28, 2007
PharmaCyte Biotech, Inc. (PMCB) (CIK 0001157075)
Date: June 28, 2007 · CIK: 0001157075 · Accession: 0000000000-07-031667
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-68008
Letter
June 28, 2007 BY U.S. MAIL and FACSIMILE Ms. Patricia Gruden President and Chief Executive Officer EFOODSAFETY.COM, INC. 7702 E. Doubletree Ranch Road, Suite 300 Scottsdale, Arizona 85258
Re: eFoodSafety.com, Inc. Item 4.01 Form 8-K Filed June 21, 2007 File No. 333-68008
Dear Ms. Gruden:
We have reviewed the above referenced filing for compliance with the requirements with respect to the Item 4.01 disclosures of the Form 8-K and have the following 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 numbers listed at the end of this letter.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted via EDGAR, under the label “corresp,” within five business days of the date of this letter. Please note that if you require longer than five busin ess days to respond, you should contact the staff immediately to request additional time.
Ms. Patricia Gruden eFoodSafety.com, Inc. June 28, 2007 Page 2
Item 4.01 Changes in Registrant’s Certifying Accountants
PCAOB and New Auditors
1. We note that on June 19, 2007 you engaged the accounting firm of E. Randall Gruber, CPA, PC to audit your financial statements. We also note that the firm of E. Randall Gruber, CPA, PC has not applied for registration with the Public Company Accounting Oversight Board (PCAOB). Section 102 of the Sarbanes-Oxley Act of 2002 makes it unlawful after October 22, 2003 for any person that is not a registered public accounting firm (i.e. registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuance of, any audit report (or review report) with respect to any issuer. You must engage a new accountant that is a publicly registered accounting firm to perform review or audit work for the company. Please file a new Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB. Provide all of the disclosures required by Item 304 of Regulation S-K regarding the period of engagement of E. Randall Gruber, CPA, PC which should include an Exhibit 16 letter from E. Randall Gruber, CPA, PC.
2. Also, please advise whether your newly engage d accountant is planning to register with the Public Company Accounting Oversight Board (PCAOB). If your new accountant submits an application for registration with the PCAOB, the PCAOB will take action on their application for registration not later than 45 days after the date of receipt of the application by the PCAOB. However, if the PCAOB requests additional information, a new 45-day review period will begin when the requested information is received. Given this time frame, if you have not already done so, you should promptly discuss this with your new accountant as they may not be able to issue an audit report on your year-end results in time for the 2007 filing deadlines, or may not be able to perform a interim review in accordance with SAS 100 for your next interim period if they are not registered in time. As defined under PCAOB Rule 1001(P)(ii), an unregistered firm or accountant cannot be engaged in the preparation or issuance of, or play a substantial role in the preparation or furnishing of, an audit report, other than to issue a consent to the use of an audit report for a prior period.
Ms. Patricia Gruden eFoodSafety.com, Inc. June 28, 2007 Page 3
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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.
Closing
You may contact the undersigned below at (202) 551-3328, if you have questions regarding the above matters.
Sincerely,
Beverly A. Singleton
Staff Accountant
Show Raw Text
Mail Stop 3561
June 28, 2007
BY U.S. MAIL and FACSIMILE
Ms. Patricia Gruden
President and Chief Executive Officer
EFOODSAFETY.COM, INC.
7702 E. Doubletree Ranch Road, Suite 300
Scottsdale, Arizona 85258
Re: eFoodSafety.com, Inc.
Item 4.01 Form 8-K
Filed June 21, 2007
File No. 333-68008
Dear Ms. Gruden:
We have reviewed the above referenced filing for compliance with the requirements with
respect to the Item 4.01 disclosures of the Form 8-K and have the following 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 numbers listed at the end of this letter.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted via EDGAR, under the label “corresp,” within five business days of the date of this letter. Please note that if you require longer than five busin ess days to respond, you should contact the staff
immediately to request additional time.
Ms. Patricia Gruden
eFoodSafety.com, Inc.
June 28, 2007
Page 2
Item 4.01 Changes in Registrant’s Certifying Accountants
PCAOB and New Auditors
1. We note that on June 19, 2007 you engaged the accounting firm of E. Randall Gruber,
CPA, PC to audit your financial statements. We also note that the firm of E. Randall Gruber, CPA, PC has not applied for registration with the Public Company Accounting Oversight Board (PCAOB). Section 102 of the Sarbanes-Oxley Act of 2002 makes it unlawful after October 22, 2003 for any person that is not a registered public accounting firm (i.e. registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuance of, any audit report (or review report) with respect to any issuer. You must engage a new accountant that is a publicly registered accounting firm to perform review or audit work for the company. Please file a new Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB. Provide all of the disclosures required by Item 304 of Regulation S-K regarding the period of engagement of E. Randall Gruber, CPA, PC which should include an Exhibit 16 letter from E. Randall Gruber, CPA, PC.
2. Also, please advise whether your newly engage d accountant is planning to register with
the Public Company Accounting Oversight Board (PCAOB). If your new accountant submits an application for registration with the PCAOB, the PCAOB will take action on their application for registration not later than 45 days after the date of receipt of the application by the PCAOB. However, if the PCAOB requests additional information, a new 45-day review period will begin when the requested information is received. Given
this time frame, if you have not already done so, you should promptly discuss this with your new accountant as they may not be able to issue an audit report on your year-end results in time for the 2007 filing deadlines, or may not be able to perform a interim review in accordance with SAS 100 for your next interim period if they are not registered in time. As defined under PCAOB Rule 1001(P)(ii), an unregistered firm or accountant cannot be engaged in the preparation or issuance of, or play a substantial role in the preparation or furnishing of, an audit report, other than to issue a consent to the use of an audit report for a prior period.
Ms. Patricia Gruden
eFoodSafety.com, Inc.
June 28, 2007
Page 3
********
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.
Closing
You may contact the undersigned below at (202) 551-3328, if you have questions regarding the above matters.
Sincerely,
Beverly A. Singleton
Staff Accountant