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1.
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We
note your disclosure that your principal executive officer and your
principal financial officer have concluded that your controls and
procedures are effective in providing reasonable assurance that the
information required to be disclosed in this report has been recorded,
processed, summarized and reported as of the end of the period covered by
this report. However, you do not include the entire definition of
disclosure controls and procedures. If you choose to include the
definition in your disclosure responsive to Item 307 of Regulation S-K,
please revise future filings to include the entire
definition. See Exchange Act Rule
13a-15(e)
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Response:
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2.
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We
note the disclosure that there were no “significant changes” in your
internal controls. Please revise future filings to eliminate the
qualification concerning no “significant” changes. Also, please follow the
language of Item 308(c) of Regulation S-K by stating, if true, that there
was no change that has materially affected, or is reasonably likely to
materially affect, your internal control over financial
reporting.
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3.
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Please
revise future Section 302 certifications to provide the name of the
company in paragraph one instead of using the defined term “Company,” See
Rules 13a-l4(a) and 15d-14(a). In addition, include the name of the
company with the titles under the
signatures.
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Response:
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4.
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We
note that your auditors are located in New York. It appears that all of
the assets, liabilities, revenues and expenses of Heritage Worldwide, Inc.
relate to operations located in France and Spain. Please tell us how the
audit of the operations in France and Spain, including the associated
assets and liabilities, was conducted. Your response should include a
discussion of the following:
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•
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Whether
another auditor was involved in the audit of the French and Spanish
operations. If so, please tell us the name of the firm and indicate
whether they are registered with the Public Company Accounting Oversight
Board (PCAOB). Additionally, please tell us how your U.S. auditor assessed
the qualifications of the other auditor and the
other auditor’s knowledge of US GAAP and PCAOB
Standards;
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•
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Whether
your U.S. auditor performed all the required audit procedures within the
United States or whether a portion of the audit was conducted by your U.S. auditor
within France and/or Spain.
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Response:
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5.
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We
note your disclosure in Note 3 that you have two convertible promissory
notes totaling $4 million maturing within one year. The holder
of the $3 million convertible note has advised you that they are not going
to convert this note into common stock. Considering your cash balance of
$251,530 at September 30, 2008 and (i) your declining sales, (ii) lower
gross profit margin and (iii) and your increased operating loss during the
quarter ended September 30, 2008, please disclose how you plan to fund
your operations for the next twelve months. Refer to the guidance in Item
303 (b) of Regulation S-K and SEC Release
33-8350.
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·
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the
steps that the company is taking to avoid the
breach;
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the
steps that the company intends to take to cure, obtain a waiver of or
otherwise address the breach;
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·
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the
impact or reasonably likely impact of the breach (including the effects of
any cross-default or cross-acceleration or similar provisions) on
financial condition or operating performance;
and
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alternate
sources of funding to pay off resulting obligations or replace
funding.”
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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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
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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.
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Chief
Financial Officer
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Heritage
Worldwide, Inc.
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