CORRESP 1 filename1.txt Letterhead of Schwartz Levitsky Feldman llp By Facsimile to (202) - 942-9531 and EDGAR filing February 18, 2005 United States Securities and Exchange Commission ("SEC") 450 Fifth Street, N.W Washington, DC 20549 Unites States of America. Attention: Ms. Meagan Caldwell ------------------------------ Dear Ms. Caldwell: Re: Medina Coffee, Inc. ("MCI") Registration on Form SB-2 filed January 21, 2005 File No. 333-122209 We are the independent registered Public Accountants for Medina Coffee, Inc. our client has forwarded a copy of your comment letter dated February 11, 2005 to us and has directed our attention to item # 34 of your letter. You referred to your Staff's interpretation of Article 2 to Regulation SX which is to require " that the audit report on the financial statement of a domestic registrant to be rendered ordinarily by an auditor licensed in the US". We subsequently contacted you to clarify the above comment as it pertains to our client and to seek the appropriate guidance. You suggested that we submit a letter on this issue separate from MCI's formal response letter to address this matter. Schwartz Levitsky Feldman LLP is one of the major National firms of Chartered Accountants in Canada with offices in various Provinces. Furthermore, we are the Canadian member of HLB International, an affiliation of accounting firms in over 100 countries, represented by more than 1,430 partners and 9,900 staff in over 400 offices. We have a special division in our office that deals primarily with US filers (registrants). This division is comprised of members who are knowledgeable in both US GAAP and US GAAS and the standards of the PCAOB. Included in this division are several US CPA's. 2 In addition we have qualified Chinese speaking staff in this division, who are both familiar with the Chinese business environment and culture, Chinese accounting systems Chinese GAAP and GAAS in addition to US GAAS. The members of this division are updated on a weekly basis on developments in accounting, auditing and SEC matters through various subscription services in both the US and Canada. In addition, members attend relevant live training courses on a regular basis. We also became registered with the Public Company Accounting Oversight Board ("PCAOB") on November 5, 2003 Since 1996, we have acted as the auditors of numerous Canadian companies who have sought and are listed on various US exchanges both through the SB-2 and the reverse merger process. As a result of our HLB affiliation, we are approached quite often by foreign clients who are desirous of becoming registrants in the US either through a reverse merger with a US listed shell company or through an S-1, SB-2 or an F-1 filing. In the case of MCI, the independent auditor of their Chinese subsidiary, Shenzhen BAK Battery Co. Ltd. (SBAK) and its parent company BAK International Limited ("BAKI"), is a member of the HLB international affiliation who are registered with the PCAOB. Due to our experience and expertise in auditing foreign companies listed in the US, our knowledge in US GAAP and GAAS, the standards of the PCAOB and the unique challenges which this presents, we were approached by BAKI, SBAK and our HLB affiliate to be the auditors of the Company. In this specific filing, an additional reason for selecting our firm was that the Chinese speaking staff members in our public audit group both speak and write English at a high level, a skill, which the Chinese member firm of HLB International did not have. The staff is also advised that in addition to our HLB affiliates' staff, we sent our staff to China to both supervise and help conduct the Audit at the client's premises, in accordance with the standards of the PCAOB and US GAAS. In addition, one of our Partners traveled to China and visited the client's premises and met with both their CFO and CEO. The audit was also subject to our firm's standard quality control reviews and procedures. The operations of the company and the vast majority of its assets are situated in China, even though MCI is the legal acquirer. Under these circumstances, we believe that the fact that MCI is a Nevada corporation should not be the sole reason for requiring that the auditor be resident and licensed in the US. Furthermore as the legal registrant does not have significant assets and liabilities, and the operations, assets and liabilities of BAKI and SBAK are almost entirely in China, we believe that the foreign private issuer rules should apply, so far as it pertains to the financial statements being audited by a "registered foreign accountant" in good standing, as well as our connection to China through our HLB affiliation. We would also draw your attention to the attached letter from the staff dated November 8, 1996 which effectively provided us with clearance to perform US audits of foreign entities included in filings with the SEC. 3 In view of the foregoing and as Article 2 of Regulation S-X does not specifically preclude similarly situated audit firms from being appointed as auditor, and based on our belief that we are adequately qualified to conduct the audit of MCI, we feel that we are in compliance with this Article. We attach hereto pertinent documentation ( updated ) which we have provided in previous submissions to both the SEC and NASDAQ to support our credentials. We trust that the foregoing adequately addreses comment # 34 of your letter to our client with respect to the above-mentioned Registration. Should you require any further information or clarification, please contact us. Yours very truly, SCHWARTZ LEVITSKY FELDMAN LLP /s/ Schwartz Levitsky Feldman LLP GG/ch Enclosures
SCHWARTZ LEVITSKY FELDMAN PRESENT AND FORMER US LISTED AUDIT CLIENTS January 31, 2005 Stock Symbol Listing Status ------------------------------------------------------ ----------------- -------------- AlphaRx, Inc. ALRX.OB OTC BB Current Banyan Corporation BANY.OB OTC BB just Appointed China Automotive Systems Inc. CAAS Nasdaq SC Current First National Power Corporation FNPR.OB OTC BB Just Appointed IJJ Corporation IJJP.OB OTC BB Current Maxus Technology Corporation MXUS.OB OTC BB Current Med-Emerg International Inc. MDER.OB OTC BB Current Perfisans Holdings, Inc. PFNH.OB OTC BB Current Thinkpath Inc. THTHF.OB OTC BB Current UCS Financial Inc. Yukon Gold Corporation, Inc. YGDC.OB OTC BB Current China Bak Battery, Inc. CBBT.OB OTC BB Current Dectron Internationale Inc DELT Nasdaq SC Current Medical International Technology Inc. MDIR.OB OTC. BB Current Curtis International Ltd. CURT.OB Previously OTC BB Now private D.G. Jewellery of Canada DGJLQ.PK PN K Bankrupt Intercorp Excelle Corp. RENE.PK Previoulsy PNK Now private Rosedale Decorative Products Ltd. ROSD.PK PN K Former client Symons International Group SIGC.PK PN K Bankrupt The Widecom Group Inc. WIDE.PK PNK Bankrupt Bank Engine Technologies Inc. BKET.OB OBB Former client Homelife Inc. HMLF.OB OTC.BB Former client Technical Ventures Inc. TEVT.PK PNK Former client Cosmo Communications Corp. CSMO.PK PN K Former client Paradigm Advanced Technology PRAVE.PK PNK Former client Zeolite Exploration Company ZEOX.OB OTC.BB Former client
PCAOB 1666 K Street, N.W. Public Company Accounting Oversight Board Washington; DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8430 www.pcaobus.org November 5, 2003 Via Facsimile (416) 785-5663 And first Class Mail -------------------- Mr. Gerald Goldberg Partner Schwartz Levitsky Feldman LLP 1167 Caledonia Road Toronto, Ontario M6A 2X1 Canada Re: Registration Application of Schwartz Levitsky Feldman LLP Dear Mr. Goldberg: This letter is to inform you that the Public Company Accounting Oversight Board (the "Board") approved your application for registration with the Board on November 5, 2003. Please note that the Registration staff will notify you separately of its determinations with respect to any requests for confidential treatment contained in your application. Sincerely, /s/ Patricia J. Thompson Patricia J. Thompson Deputy Director, Registration and Inspections Chartered APPENDIX III Accountants of Ontario Mr. Kai Chang, CA Schwartz Levitsky Feldman LLP 1167 Caledonia Road Toronto ON M6A 2X1 Dear Mr. Chang: RE: PRACTICE INSPECTION #R010466 The practice inspection committee has reviewed the report on the reinspection of your office in conjunction with any additional comments supplied by you. The committee has adopted the inspector's report and has determined that the committee requires no further action at this time. Therefore, in accordance with the normal inspection cycle, your office will be subject to inspection again in approximately three to five years, during the next cycle of inspections. Subsequent to the interim billing previously sent to you, we are enclosing an invoice for the balance of the time spent in respect of your reinspection. If changes have been made to your report or the points for discussion subsequent to forwarding the initial copies to you, additional copies are attached for your information. The changes are marked thereon. Should you have any questions concerning the report or the inspection process, please contact me. Yours truly, /s/ Grant F. Dickson Grant F. Dickson, FCA Director of Practice Inspection Encl. The institute of Chartered Accountants of Ontario, 69 Bloor Street East, Toronto, M4W 1E3 Phone:(416) 962-1841; Toll free:1-800-387-0735; Fax:Confidential (416) 962-2315 Email: pracinsp(C)icao.on.ca; Website: www.icao.on.ca Chartered APPENDIX II Accountants of Ontario PRIVATE AND CONFIDENTIAL April 24, 1998 Mr. Sheldon B. Derrick, CA Schwartz Levitsly Feldman 1167 Caledonia Road TORONTO M6A 2X1 Dear Mr. Derrick: We have been notified by NASDAQ that your firm audits one or more companies listed on NASDAQ. In August 1997, NASDAQ introduced new qualification requirements requiring auditors of Canadian companies listed on the exchange to undergo a peer review comparable to the AICPA standards. The Canadian provincial institutes and representatives of some of the firms involved have worked with NASDAQ's representatives to obtain general acceptance of the Canadian inspection programs as being comparable, and therefore avoiding additional reviews. An Agreement was reached with NASDAQ on April 7, 1998. Under this agreement, the Canadian inspection programs have been accepted as being comparable, and NASDAQ is requesting confirmation of the firms' participation in the programs, through notification of the date of the last inspection (practice review) of the firm. In Ontario, the practice inspection program is subject to strict confidentiality, and as a result, we are requesting your permission to notify NASDAQ, now and in the future, of the date of the most recent practice inspection. To facilitate this permission, please sign a copy of this letter and return it to us in the enclosed envelope by no later than May 6, 1998. For your information, the agreement with NASDAQ also includes a requirement that "the institute notify NASDAQ when a professional conduct committee has laid a charge, emanating from a practice inspection referral on an audit-related issue, before the institute's discipline committee". Public notification is permissible at this point in the discipline process, and therefore, this is simply an advance request by NASDAQ to be included in such notification. Yours truly, /s/ Grant F. Dickson GRANT F. DICKSON, FCA DIRECTOR OF PRACTICE INSPECTION Encl. PERMISSION TO NOTIFY NASDAQ OF DATE OF MOST RECENT PRACTICE REVIEW On behalf of the above named office of the above named firm, I hereby authorize the Institute of Chartered Accountants of Ontario to notify NASDAQ of the date of the most recent practice inspection. This authorization is effective both currently and continues in effect until rescinded in writing. /s/ Sheldon B. Derrick /s/ Partner ----------------------- ----------------------- Signed Title /s/ S. Derrick /s/ April 30/98 ----------------------- ----------------------- Print name Date APPENDIX I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 OFFICE OF THE CHIEF ACCOUNTANT November 8, 1996 Mr. Gerry Goldberg Schwartz Levitsky Feldman 1167 Caledonia Rd. Toronto, Ontario Canada M6A 2X1 Dear Mr. Goldberg: You have asked whether audit reports of Schwartz Levitsky Feldman could be included in filings with the U.S. Securities and Exchange Commission ("SEC"). The staff of the SEC believes that in the interest of investor protection, financial statements of foreign entities included in filings with the Commission should be of a character comparable to those of domestic issuers (either directly through the application of consistent accounting principles or indirectly through reconciliation of material differences which arise from the use of differing principles), and that the examinations of the foreign auditors should be as extensive as those conducted by U.S. auditors. Assuming your firm is knowledgeable in U.S. generally accepted accounting principles and auditing standards, and your firm is aware of U.S. independence regulations and is in compliance with those regulations, the staff will not object to reports issued by Schwartz Levitsky Feldman which are contained in SEC filings. If you need additional information or wish to discuss this matter further, please call me at 202 942-4417, or send a fax to 202 942-9656. Sincerely /s/ Robert Lavery Robert Lavery Assistant Chief Accountant
FP500 TOP SERVICE CANADIAN FIRMS TOP 10 ACCOUNTING FIRMS 2001 2002 RANK BY REVENUE Revenue Revenue % 2001 2000 $'000s $'000s Change 1 1 Pricewaterhouse Coopers LLP, Toronto 1,010,000 926,000 9.1 2 2 Deloitt & Touche LLP, Toronto 895,000 819,000 9.3 3 3 KPMG LLP, Toronto 731,694 657,517 11.3 4 n.a. Ernst & Young LLP, Toronto 554,000 n.a. n.a. 5 4 Grant Thornton LLP, Toronto 270,600 247,800 9.2 6 5 Arthur Andersen LLP, Toronto 230,000 212,000 8.5 7 6 BDO Dunwoody, LLP 215,000 198,000 8.6 8 7 Richter, Usher & Vineberg, Montreal 74,000 62,000 19.4 9 8 Collins Barrow, Calgary 72,865 69,851 4.3 10 9 Schwartz Levitsky Feldman, Montreal 42,000 40,100 4.7 RANK BY REVENUE Partners/ Professional 2001 2000 principals staff Offices International afilliation 1 1 Pricewaterhouse Coopers LLP, Toronto 533 4,791 35 Pricewaterhouse Coopers Int'l Ltd. 2 2 Deloitt & Touche LLP, Toronto 575 4,224 46 Deloitt & Touche Tohmatsu 3 3 KPMG LLP, Toronto 470 3,624 43 KPMG Int'l., Switzerland 4 n.a. Ernst & Young LLP, Toronto 323 2,222 14 Ernst & Young Global 5 4 Grant Thornton LLP, Toronto 361 1,971 113 G.T. International 6 5 Arthur Andersen LLP, Toronto 124 1,191 7 Arthur Andersen LLP 7 6 BDO Dunwoody, LLP 331 1,461 97 BDO International 8 7 Richter, Usher & Vineberg, Montreal 67 413 3 Summit International Associates 9 8 Collins Barrow, Calgary 118 520 30 Moores Rowland Int'l. 10 9 Schwartz Levitsky Feldman, Montreal 62 368 14 HLB International