SEC Comment Letter for CenterStaging Corp. (CIK 0001172939) — Mar 9, 2005
CenterStaging Corp. (CIK 0001172939)
Date: March 9, 2005 · CIK: 0001172939 · Accession: 0000000000-05-011118
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March 9, 2005
Mail Stop 0409
Mr. Stephen Hallock
Secretary/Director
Knight Fuller, Inc.
4020 Moorpark Road, Suite 108
San Jose, CA 95117
RE: Knight Fuller, Inc.
Form 8-K filed March 7, 2005
File No. 0-50955
Dear Mr. Hallock:
We have reviewed your 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-
B.
It is not sufficient to state that the company "has changed its
independent accountant" as that wording is unclear to a reader.
File an amendment under cover of Form 8-K/A and include the
ITEM 4.01 designation, including the letter from the former
accountant filed as an Exhibit 16. Please note that your former
accountants should make it clear within the Exhibit 16 letter that
it
is in reference to your amended Form 8-K.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.
Please provide the supplemental information requested above
within 10 business days from the date of this letter. The
supplemental information should be filed as correspondence on
EDGAR.
The amendment requested should be filed as promptly as possible
and
should be reviewed by the former accountants. The letter required
by
Exhibit 16 should cover any revised disclosures.
Any questions regarding the above should be directed to me
at
(202) 942-1905, or in my absence, to Robert Benton at (202) 942-
1811.
Sincerely,
Matthew Maulbeck
Staff Accountant
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Knight Fuller, Inc.
March 9, 2005
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