SEC Comment Letter for ShengdaTech, Inc. (CIK 0001160165) — Aug 29, 2005
ShengdaTech, Inc. (CIK 0001160165)
Date: Aug. 29, 2005 · CIK: 0001160165 · Accession: 0000000000-05-044761
AI Filing Summary & Sentiment
Referenced dates: December 17, 2004
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August 29, 2005
Alan Brandys
President
Zeolite Exploration Company
6211 Boundary Drive West-Unit #16
Surrey, British Columbia
Canada V3X 3G7
Re: Form 10-KSB/A for the year ended July 31, 2004 filed
April
27, 2005
File No. 1-31937
Dear Mr. Brandys:
We have reviewed your amended filing 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. 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. We note that the amended filing includes an audit report issued
by
John Geib that is dual-dated October 7, 2003 and January 6, 2005.
Since Geib is not registered by the PCAOB, he is precluded from
performing audit procedures after October 22, 2003 on the
financial
statements of SEC registrants. Accordingly, his dual-dated report
cannot be included in any document filed with the Commission. His
original report dated October 7, 2003 is not acceptable either
because it does not cover the cumulative data from inception to
July
31, 2003. Please amend the Form 10-KSB to file an audit report
issued by a duly-registered accountant that covers the 2003 annual
and cumulative financial statements and delete Geib`s report.
2. We note that the scope paragraph of Schwartz Levitsky`s audit
report does not include the cumulative column from inception to
July
31, 2004. Please advise the independent accountant to revise this
paragraph to include the applicable language.
3. We note that you have not provided the written statement
requested
in our original letter dated December 17, 2004 and requested
herein
acknowledging certain information concerning the comment process.
Please file that written statement along with your responses to
our
comments.
As appropriate, please amend your filing and respond to these
comments within 10 business days from the date of this letter.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
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
disclosure in the filing;
. staff comments or changes to disclosures 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.
You may contact me at (202) 551-3871 if you have questions
regarding these comments.
Sincerely,
Tia Jenkins
Sr. Asst. Chief Accountant
Office of Emerging Growth Companies
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306
DIVISION OF
CORPORATION FINANCE
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