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SEC Company Response from ASSURETEC HOLDINGS INC (CIK 0001271484) — Feb 22, 2005

ASSURETEC HOLDINGS INC (CIK 0001271484)
Date: Feb. 22, 2005 · CIK: 0001271484 · Accession: 0001000096-05-000128

AI Filing Summary & Sentiment

File numbers found in text: 000-50506

Referenced dates: February 14, 2005, February 15, 2005

Date
February 22, 2005
Author
/s/ R. Bruce Reeves
Form
CORRESP
Company
ASSURETEC HOLDINGS INC (CIK 0001271484)

Letter

Re: Letter dated February 15, 2005 File No. 000-50506

AssureTec Holdings, Inc. 200 Perimeter Road Manchester, NH 03103 Ph (603) 641-8443 Fax (603) 641-9535 Bruce.Reeves@Assuretec.com

BY FAX 202.942.9582

February 22, 2005

Ms. Louise M. Dorsey, CPA Ms. Stephanie Hunsaker, CPA United States Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N. W. Washington, DC 20549-0406

Ms. Hunsaker & Dorsey;

AssureTec Holdings, Inc. (the "Company") received your letter dated February 15, 2005 regarding the past employment of Stephen A. Diamond, CA ("Diamond") as the Company's independent auditors.

When the Company (originally TechVentures, Inc.) was initially formed in June of 2002, it was a wholly owned subsidiary of Biorelease Corp. (now Element 21 Golf Company, "Biorelease"), a publicly traded company whose main offices were in New Hampshire but whose technologists and development activities were in Toronto, Canada. Both Mr. McGuire and I were officers of Biorelease and the financials for Biorelease and the Company were reported on a consolidated basis. In October of 2002, Biorelease acquired Element 21 Golf, control changed and Mr. McGuire and I resigned from Biorelease but continued as officers of the Company.

Shortly following the change of control of Biorelease, Diamond was retained by Biorelease management, in Toronto, to report on the consolidated financial statements of Element 21 Golf Company. Because of the historic relationship between Biorelease and the Company, the Company retained Diamond as its independent auditor in November 20, 2002.

After learning that Diamond was not registered with the Public Company Accounting Oversight Board, we engaged Marcum & Kliegman LLP as the Company's

<PAGE>

new independent auditor, which we reported on a Form 8-K filed with the Securities and Exchange Commission on February 2, 2005. Marcum & Kliegman have been engaged to re-audit/re-review the books of the Company from inception, which includes all financial statements of the Company that were audited or reviewed by Diamond, and in particular the period ended December 31, 2003, which was specifically mentioned in your letter. Please note, however, that Stowe & Degon actually performed the review procedures on the Company's financial statements for the quarter ended March 31, 2004, which is the other period referred to specifically in your letter. It is our understanding that Stowe & Degon were registered with the Public Company Accounting Oversight Board at the time they reviewed this period. Marcum & Kliegman will be re-reviewing the March 31, 2004 period.

We believe that this letter covers the matters addressed in your comment letter dated February 15, 2005. Also today the Company is filing a Form 8-K/A in response to a comment letter from the Staff dated February 14, 2005. If you wish additional clarification or information, please contact the undersigned at (603) 641-8443.

Respectfully,
/s/ R. Bruce Reeves
R. Bruce Reeves
Chairman & CEO

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

                            AssureTec Holdings, Inc.
                               200 Perimeter Road
                              Manchester, NH 03103
                      Ph (603) 641-8443 Fax (603) 641-9535
                           Bruce.Reeves@Assuretec.com

BY FAX 202.942.9582

February 22, 2005

Ms. Louise M. Dorsey, CPA
Ms. Stephanie Hunsaker, CPA
United States
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N. W.
Washington, DC 20549-0406

         Re:      Letter dated February 15, 2005
                  File No. 000-50506

Ms. Hunsaker & Dorsey;

     AssureTec Holdings, Inc. (the "Company") received your letter dated
February 15, 2005 regarding the past employment of Stephen A. Diamond, CA
("Diamond") as the Company's independent auditors.

     When the Company (originally TechVentures, Inc.) was initially formed in
June of 2002, it was a wholly owned subsidiary of Biorelease Corp. (now Element
21 Golf Company, "Biorelease"), a publicly traded company whose main offices
were in New Hampshire but whose technologists and development activities were in
Toronto, Canada. Both Mr. McGuire and I were officers of Biorelease and the
financials for Biorelease and the Company were reported on a consolidated basis.
In October of 2002, Biorelease acquired Element 21 Golf, control changed and Mr.
McGuire and I resigned from Biorelease but continued as officers of the Company.

     Shortly following the change of control of Biorelease, Diamond was retained
by Biorelease management, in Toronto, to report on the consolidated financial
statements of Element 21 Golf Company. Because of the historic relationship
between Biorelease and the Company, the Company retained Diamond as its
independent auditor in November 20, 2002.

     After learning that Diamond was not registered with the Public Company
Accounting Oversight Board, we engaged Marcum & Kliegman LLP as the Company's

<PAGE>

new independent auditor, which we reported on a Form 8-K filed with the
Securities and Exchange Commission on February 2, 2005. Marcum & Kliegman have
been engaged to re-audit/re-review the books of the Company from inception,
which includes all financial statements of the Company that were audited or
reviewed by Diamond, and in particular the period ended December 31, 2003, which
was specifically mentioned in your letter. Please note, however, that Stowe &
Degon actually performed the review procedures on the Company's financial
statements for the quarter ended March 31, 2004, which is the other period
referred to specifically in your letter. It is our understanding that Stowe &
Degon were registered with the Public Company Accounting Oversight Board at the
time they reviewed this period. Marcum & Kliegman will be re-reviewing the March
31, 2004 period.

     We believe that this letter covers the matters addressed in your comment
letter dated February 15, 2005. Also today the Company is filing a Form 8-K/A in
response to a comment letter from the Staff dated February 14, 2005. If you wish
additional clarification or information, please contact the undersigned at (603)
641-8443.

Respectfully,

/s/ R. Bruce Reeves
R. Bruce Reeves
Chairman & CEO

</TEXT>
</DOCUMENT>