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SEC Comment Letter for Zeo ScientifiX, Inc. (ZEOX) (CIK 0001557376) (ZEOX) — Jun 25, 2014

Zeo ScientifiX, Inc. (ZEOX) (CIK 0001557376)
Date: June 25, 2014 · CIK: 0001557376 · Accession: 0000000000-14-032220

AI Filing Summary & Sentiment

File numbers found in text: 000-55008

Date
April 30, 2014
Author
/s/ Linda Cvrkel
Form
UPLOAD
Company
Zeo ScientifiX, Inc. (ZEOX) (CIK 0001557376)

Letter

June 25 , 2014 Via E-Mail Mr. John Goodhew Chief Executive Officer Bespoke Tricycles , Inc. 145-147 St. John Street London, United Kingdom EC1V 4PW

Re: Bespoke Tricycles , Inc. Form 10 -Q for the quarter ended April 30, 2014 Filed June 23, 2014 File No. 000-55008

Dear Mr. Goodhew :

We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have additional comments.

Form 10 -Q for the quarter ended April 30, 2014 Note 8. Restatement, page F -8

1. We note from your disclosure that you have restated beginning balances for April 30, 2014 and similarly, your beginning balances for January 31, 2014 to correct errors in your accounting related to recording transactions in British pound sterling beginning November 1, 2012 to your reporting current in US dollar. Please be advised you are required to file a current report on Form 8 -K when the Board of Directors (or its alternative) concludes that any previously issued quarterly (or annual) financial statements should no longer be relied upon because of an error in the financial statements. In this regard, w e note that no Form 8 -Ks have been filed by the company to date. P lease file the requisite Form 8 -K which includes the following:

 Date of the conclusion regarding nonreliance;

Mr. John Goodhew Bespoke Tricycles , Inc. June 25 , 2014 Page 2

 Financial statement years and periods that should no longer be relied upon;  Brief description of the facts underlying the conclusion; and  Statement of whether the audit committee (or its alternative) discussed the matter with the company’s independent accountan t.

Please confirm your understanding of this matter in your next response to us. Refer to the guidance outline d in Item 4.02 of Form 8 -K.

2. Furthermore, in light of the time that has lapsed since the errors were discovered we believe you should file an amended Form 10 -Q for the quarter ended July 31, 2013 to include the restated financial information as soon as practicable. Such information should be reported on a timely basis. Please confirm your understanding of this matter and advise us of when the amended Form 10 -Q will be filed.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require . Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accura cy and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, 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 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.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Jean Yu at (202) 551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact the undersigned at (202) 551 -3750 with any other questions.

Sincerely,
/s/ Linda Cvrkel

Show Raw Text
June 25 , 2014

Via E-Mail
Mr. John Goodhew
Chief  Executive Officer
Bespoke Tricycles , Inc.
145-147 St. John Street
London, United Kingdom EC1V 4PW

Re: Bespoke Tricycles , Inc.
 Form 10 -Q for the quarter ended April 30, 2014
Filed June 23, 2014
 File No.  000-55008

Dear  Mr. Goodhew :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -Q for the quarter ended April 30, 2014
Note 8.  Restatement, page F -8

1. We note from your disclosure that you have restated beginning balances for April 30,
2014 and similarly, your beginning balances for January 31, 2014 to correct errors in
your accounting related to recording transactions in British pound sterling beginning
November 1, 2012 to your reporting current in US dollar.  Please be advised you  are
required  to file a current report on Form 8 -K when the Board of Directors  (or its
alternative)  concludes that any previously issued quarterly (or annual) financial
statements should no longer be relied upon because of an error in the financial
statements.  In this regard, w e note that no Form 8 -Ks have been filed by the company  to
date.  P lease file the requisite  Form 8 -K which includes the following:

 Date of the conclusion regarding nonreliance;

Mr. John Goodhew
Bespoke Tricycles , Inc.
June 25 , 2014
Page 2

  Financial statement years and periods that should no longer be relied upon;
 Brief description of the facts underlying the conclusion; and
 Statement of whether the audit committee (or its alternative) discussed the matter with
the company’s independent accountan t.

Please confirm your understanding of this matter in your next response to us.   Refer to the
guidance outline d in Item 4.02 of Form 8 -K.

2. Furthermore, in light of the time that has lapsed since the errors were discovered we
believe you should file an amended Form 10 -Q for the quarter ended July 31, 2013 to
include the restated financial information as soon as practicable.  Such information
should be reported  on a timely basis.  Please confirm your understanding of this matter
and advise us of when the amended Form 10 -Q will be filed.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accura cy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, 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 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.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Jean Yu  at (202)
551-3305  if you have questions regarding comments on the financial statements and related
matters.  Please contact the undersigned at (202) 551 -3750  with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief