0001004878-14-000253.txt : 20150304 0001004878-14-000253.hdr.sgml : 20150304 20140626131004 ACCESSION NUMBER: 0001004878-14-000253 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Cannabis Solutions, Inc. CENTRAL INDEX KEY: 0001477009 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 208096131 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: (719) 748-5603 MAIL ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 FORMER COMPANY: FORMER CONFORMED NAME: Promap Corp DATE OF NAME CHANGE: 20091117 CORRESP 1 filename1.txt HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Will Hart Facsimile: (303) 839-5414 (303) 839-0061 June 25, 2014 Angie Kim Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Advanced Cannabis Solutions, Inc. Registration Statement on Form S-1 Amendment No. 2 File No. 333-193890 This office represents Advanced Cannabis Solutions, Inc. (the "Company"). Amendment No. 2 to the Company's registration statement on Form S-1 has been filed with the Commission. This letter provides the Company's responses to the comments received from the staff by letter dated May 27, 2014. The paragraph numbers in this letter correspond with the numbered paragraphs in the staff's comment letter. The number under the "page number" column indicates the page number in the Registration Statement where the response to the comment can be found. A number preceded with the letter "F" indicates the page number of the financial statements where the response to the comment can be found. Page Number 1. Comment complied with. 2, 7 2. We have modified the disclosure in the prospectus somewhat in response to this comment. However, please note that while securities traded on the OTC Bulletin Board are "quoted" as opposed to being "listed", securities do "trade" on the OTC Bulletin Board. In this regard, see the SEC's trading suspension order which in part states: "The Commission temporarily suspended trading in the securities of Advanced Cannabis due to a lack of current and accurate information concerning the securities of Advanced Cannabis . . . Advanced Cannabis common stock is dually-quoted on the OTC Bulletin Board and OTC Link." 1, 6 3. Comment complied with. 13 4. Comment complied with. 18 Page Number 5. Comment complied with. 22 6. Comment complied with. 21 7. Comment complied with. F-7 8. The relevant agreements with Full Circle Capital are Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6. 9. Comment complied with. 10. We do not see any connection between the effectiveness of disclosure controls and procedures and the review of interim financial statements by an independent public accountant. Disclosure controls and procedures are those which are designed so that: o information is recorded, processed, summarized and reported on a timely basis; and o information required to be disclosed by an issuer in its 1934 Act reports is accumulated and communicated to the issuer's management to permit proper disclosure. It stands to reason that the information to which disclosure controls and procedures applies is in (or not in) the 1934 Act report when it is reviewed by the issuer's accountant. As a result, disclosure controls and procedures are either effective (or not effective) at the time the 1934 Act report is submitted to the issuer's accountant for its review The fact that the issuer's accountant did not review a report before it was filed with the Commission has no bearing on the effectiveness of disclosure controls and procedures. If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned. Very Truly Yours, HART & HART, LLC /s/ William T. Hart William T. Hart WTH:ls