SEC Company Response from Scepter Holdings, Inc. NV (CIK 0001420924) (ADTI) — Feb 16, 2011
Scepter Holdings, Inc. NV (CIK 0001420924)
Date: Feb. 16, 2011 · CIK: 0001420924 · Accession: 0001096350-11-000032
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-53336
Referenced dates: January 4, 2011
Letter
COVER
Converted by EDGARwiz
BRAZOS INTERNATIONAL EXPLORATION, INC.
2818 Fort Hamilton Parkway
Brooklyn NY 11218
February 15, 2011
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Ethan Horowitz, Branch Chief
Re:
Brazos International Exploration, Inc.
Form 10-K for Fiscal Year Ended March 31, 2010
Filed July 7, 2010
Form 10-K/A for Fiscal Year Ended March 31, 2010
Filed July 16, 2010
Form 10-K/A for Fiscal Year Ended March 31, 2010
Filed July 14, 2010
Form 10-Q for Fiscal Quarter Ended September 30, 2010
Filed November 19, 2010
Form 10-Q/A for Fiscal Quarter Ended September 30, 2010
Filed December 14, 2010
File No. 000-53336
Mr. Horowitz:
The following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated January 4, 2011 (the “Comment Letter”) relating to the Form 10-K for the Fiscal Year ended March 31, 2010 (the “2010 Form 10-K”), the Form 10-K/A for the Fiscal Year ended March 31, 2010 (the “July 2010 10-K/A”), the Form 10-K/A for the Fiscal Year ended March 31, 2010 (the “December 2010 10-K/A”), the Form 10-Q for the Fiscal Quarter ended September 30, 2010 (the “September 2010 10-Q”), and the Form 10-Q/A for the Fiscal Quarter ended September 30, 2010 (the “September 2010 10-Q/A”) of Brazos International Exploration, Inc. (“Brazos” or the "Company").
The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.
General
1.
In responding to our comments, please provide a written 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;
·
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.
Response
The Company hereby acknowledges:
·
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.
Form 10-K/A for Fiscal Year Ended March 31, 2010
Item 9A (T): Controls and Procedures
Management’s Report on Internal Control over Financial Reporting
1.
It appears that you removed management’s conclusion regarding the effectiveness of your disclosure controls and procedures from your amended Form 10-K. Item 307 of Regulation S-K requires disclosure of the conclusions of your principal executive and principal financial officers regarding the effectiveness of your disclosure controls and procedures on a quarterly basis. Please note that the disclosure requirements of Item 307 of Regulation S-K regarding the effectiveness of disclosure controls and procedures differ from the disclosure requirements of Item 308T of Regulation S-K regarding the effectiveness of internal controls over financial reporting. Please confirm that you will provide management’s conclusions under both Item 307 and Item 308 of Regulation S-K in future annual reports filed under the Exchange Act.
Response
The draft of the 10-K/A is attached hereto as Exhibit A. We have addressed both Item 307 and 308 of Regulation S-K in the 10-K/A.
Form 10-Q/A for Fiscal Quarter Ended September 30, 2010
Exhibit 32 – Certifications Pursuant to Section 906 of the Sarbanes –Oxley Act
3. It appears that the Section 906 certifications furnished with your amended Form 10-Q make reference to your “annual report…for the year ending March 31, 2010.” Please revise to make reference to the periods covered by this filing (i.e., the quarterly period ended September 30, 2010). Refer to Item 601(32) of Regulation S-K.
Response
We have revised to amend Exhibit 32.1 of the 10-Q/A to provide the correct certification. A draft of the 10Q/A for September 30, 2010 is attached as Exhibit B.
**********************
Please do not hesitate to contact our attorney, Stephen Fleming, at 516-833-5034 if you have any questions or comments. Thank you.
Very truly yours,
/s/ Samuel G. Weiss
Show Raw Text
COVER 2 filename2.htm Converted by EDGARwiz BRAZOS INTERNATIONAL EXPLORATION, INC. 2818 Fort Hamilton Parkway Brooklyn NY 11218 February 15, 2011 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Ethan Horowitz, Branch Chief Re: Brazos International Exploration, Inc. Form 10-K for Fiscal Year Ended March 31, 2010 Filed July 7, 2010 Form 10-K/A for Fiscal Year Ended March 31, 2010 Filed July 16, 2010 Form 10-K/A for Fiscal Year Ended March 31, 2010 Filed July 14, 2010 Form 10-Q for Fiscal Quarter Ended September 30, 2010 Filed November 19, 2010 Form 10-Q/A for Fiscal Quarter Ended September 30, 2010 Filed December 14, 2010 File No. 000-53336 Mr. Horowitz: The following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated January 4, 2011 (the “Comment Letter”) relating to the Form 10-K for the Fiscal Year ended March 31, 2010 (the “2010 Form 10-K”), the Form 10-K/A for the Fiscal Year ended March 31, 2010 (the “July 2010 10-K/A”), the Form 10-K/A for the Fiscal Year ended March 31, 2010 (the “December 2010 10-K/A”), the Form 10-Q for the Fiscal Quarter ended September 30, 2010 (the “September 2010 10-Q”), and the Form 10-Q/A for the Fiscal Quarter ended September 30, 2010 (the “September 2010 10-Q/A”) of Brazos International Exploration, Inc. (“Brazos” or the "Company"). The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter. General 1. In responding to our comments, please provide a written 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; · 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. Response The Company hereby acknowledges: · 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. Form 10-K/A for Fiscal Year Ended March 31, 2010 Item 9A (T): Controls and Procedures Management’s Report on Internal Control over Financial Reporting 1. It appears that you removed management’s conclusion regarding the effectiveness of your disclosure controls and procedures from your amended Form 10-K. Item 307 of Regulation S-K requires disclosure of the conclusions of your principal executive and principal financial officers regarding the effectiveness of your disclosure controls and procedures on a quarterly basis. Please note that the disclosure requirements of Item 307 of Regulation S-K regarding the effectiveness of disclosure controls and procedures differ from the disclosure requirements of Item 308T of Regulation S-K regarding the effectiveness of internal controls over financial reporting. Please confirm that you will provide management’s conclusions under both Item 307 and Item 308 of Regulation S-K in future annual reports filed under the Exchange Act. Response The draft of the 10-K/A is attached hereto as Exhibit A. We have addressed both Item 307 and 308 of Regulation S-K in the 10-K/A. Form 10-Q/A for Fiscal Quarter Ended September 30, 2010 Exhibit 32 – Certifications Pursuant to Section 906 of the Sarbanes –Oxley Act 3. It appears that the Section 906 certifications furnished with your amended Form 10-Q make reference to your “annual report…for the year ending March 31, 2010.” Please revise to make reference to the periods covered by this filing (i.e., the quarterly period ended September 30, 2010). Refer to Item 601(32) of Regulation S-K. Response We have revised to amend Exhibit 32.1 of the 10-Q/A to provide the correct certification. A draft of the 10Q/A for September 30, 2010 is attached as Exhibit B. ********************** Please do not hesitate to contact our attorney, Stephen Fleming, at 516-833-5034 if you have any questions or comments. Thank you. Very truly yours, /s/ Samuel G. Weiss Samuel G. Weiss, CEO Exhibit A – 10K/A – March 31, 2010 Exhibit B – 10Q/A – September 30, 2010