SEC Comment Letter for LARREA BIOSCIENCES CORP (CIK 0001175594) — Nov 10, 2005
LARREA BIOSCIENCES CORP (CIK 0001175594)
Date: Nov. 10, 2005 · CIK: 0001175594 · Accession: 0000000000-05-057098
AI Filing Summary & Sentiment
File numbers found in text: 000-22773, 000-50281
Letter
MAIL STOP 3561 November 7, 2005 Mr. James Johnson Chief Financial Officer Larrea Biosciences Corporation 4119 Montrose, Suite 230 Houston, TX 77006
Re: Larrea Biosciences Corporation Item 4.01 Form 8-K/A Filed November 2, 2005 File No. 000-50281
Dear Mr. Johnson:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise 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 deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with more information so we may better understand your disclosure. After re viewing this information, we may raise additional comments.
Please understand that the purpose of our re view 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 me at the telephone number listed at the e nd of this letter.
Form 8-K/A filed November 2, 2005
1. The Commission File Number presented on the cover page of your filing, 000-22773, is not that of Larrea Biosciences. Plea se amend the cover page of your filing to include your Commission File Number, 000-50281. 2. In Item 4.01(a)(1)(i) of your filing you disclose Madsen & Associates, CPAs, Inc. was terminated, yet in paragraph two of Item 4.01(a)(1)(i) you disclose their resignation. Please amend your filing to consistently disclose the reason behind your change in accountants (e.g. dismissal, re signation, etc.) in accordance with Item 304(a)(1)(i) of Regulation S-B.
Jim Johnson Larrea Bio sciences Corporation November 7, 2005 Page 2
3. Please amend your Form 8-K to indicate th e appropriate level of corporate approval (e.g. Board of Directors) for the dismissal of Madsen & Associates, CPA’s, Inc., in accordance with Item 304(a)(1 )(iii) of Regulation S-B. 4. Please file an updated letter from Madsen & Associates , CPA’s, Inc. as Exhibit 16 in accordance with Item 304(a)(3 ) of Regulation S-B. This letter should reflect their agreement or disagreement with any disclosures in your amended Form 8-K filing.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
If you have any questions, please call me at (202) 551-3390
S i n c e r e l y ,
B r i a n K . B h a n d a r i S t a f f A c c o u n t a n t
Show Raw Text
MAIL STOP 3561
November 7, 2005
Mr. James Johnson
Chief Financial Officer
Larrea Biosciences Corporation
4119 Montrose, Suite 230
Houston, TX 77006
Re: Larrea Biosciences Corporation
Item 4.01 Form 8-K/A
Filed November 2, 2005
File No. 000-50281
Dear Mr. Johnson:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments.
Please understand that the purpose of our re view 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 me at the telephone number listed at the e nd of this letter.
Form 8-K/A filed November 2, 2005
1. The Commission File Number presented on the cover page of your filing, 000-22773,
is not that of Larrea Biosciences. Plea se amend the cover page of your filing to
include your Commission File Number, 000-50281.
2. In Item 4.01(a)(1)(i) of your filing you disclose Madsen & Associates, CPAs, Inc.
was terminated, yet in paragraph two of Item 4.01(a)(1)(i) you disclose their
resignation. Please amend your filing to consistently disclose the reason behind your change in accountants (e.g. dismissal, re signation, etc.) in accordance with Item
304(a)(1)(i) of Regulation S-B.
Jim Johnson
Larrea Bio sciences Corporation
November 7, 2005
Page 2
3. Please amend your Form 8-K to indicate th e appropriate level of corporate approval
(e.g. Board of Directors) for the dismissal of Madsen & Associates, CPA’s, Inc., in accordance with Item 304(a)(1 )(iii) of Regulation S-B.
4. Please file an updated letter from Madsen & Associates , CPA’s, Inc. as Exhibit 16 in
accordance with Item 304(a)(3 ) of Regulation S-B. This letter should reflect their
agreement or disagreement with any disclosures in your amended Form 8-K filing.
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions, please call me at (202) 551-3390
S i n c e r e l y ,
B r i a n K . B h a n d a r i
S t a f f A c c o u n t a n t