350 BAY
ST SUITE 1201 TORONTO, ON M5H 2S6
TEL 416
568-9051 FAX 416
900-0381 EMAIL JOHN.S.WILKES@ROGERS.COM
Monday,
December 6, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
100
F St. NE
Washington,
D.C.
20549
By Fax:
703.813.6986
Dear
Sirs,
Attention:
Mr. Spirgel
Thank you
for your letter of November 18,commenting on our recent filing on Form
8-K.
The
substance of your comments, as I understand them, is that because this 8-K
reported our company's exit from "shell company" status it is deficient
insofar as it does not contain all of the information that a so- called "Super
8-K" requires.
It is my
impression that the overwhelming majority of "Super 8-K"'s under these
circumstances report that the registrant, which was previously a "shell company"
has exited that status because has merged with, or been acquired by, an
operating company. Under those circumstances the reporting entity — the
shell — will previously have only minimal financial statements, and the public
will not have had the benefit of any financial disclosures with regard to the
operating entity.
We agree
with the Commission that under these circumstances the disclosures required by a
"Super 8-K" on the newly-combined company —
including consolidated audited financial statements — will provide the public
with meaningful disclosures upon which they can base informed investment
decisions.
However,
the circumstances reported in our recent 8-K filing were entirely
different. We have NOT merged with, nor been acquired by, another entity
which was previously not filing financial reports with the SEC. Rather we
acquired an exclusive license to what we believe to be a very valuable software
product that we believe helps to address one of the world's major concern's
today — the trend toward global warming. While we have already begun some
efforts
toward generating revenues by marketing this product, it has generated no
revenues to date.
Our
acquisition of this product has had virtually no financial statement impact,
except for the changes to our capital accounts resulting from the issuance of an
additional 210,000,000 shares. Accordingly, the financial statements
already filed with the Commission as part of our second quarter 10-Q already
provide a meaningful disclosure of our substantially unchanged financial
position at the current date.
An extra
mid-year audit by a PCAOB-registered auditing firm would burden our already
limited financial resources, especially insofar as we must shortly commence work
on our year-end audited financial statements for inclusion in our forthcoming
Report on Form 10-K.
In light
of the above considerations, we respectfully request the Commission to accept
our November 16, 2010 filing on Form 8-K, with the understanding that
our forthcoming Report on Form 10-K will provide the public and the Commission
with all of the information and disclosures they require.
Further,
in response to your request, we recognize and acknowledge that our company is
responsible for the adequacy and accuracy of all of the disclosures made in our
recent filing on Form 8-K;and further
That
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
that 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.
Respectfully
submitted,
/s/
John
S.Wilkes,
President
c.c. Ms.
Kate Beukenkamp
Mr.
John Harrington