May 2, 2011
United States
Securities and Exchange Commission
Washington, DC 20549
Re: Response to Comment Letter dated February 8, 2011, File No. 333-44315
Dear: William H. Thompson
We fully understand that unregistered accounting firms are prohibited from preparing or issuing audit reports on U.S. public companies, as well as review reports on quarterly interim reports.
Most & Company, LLP (Mostco) was a registered firm from July 19, 2009 through January 19, 2011, as fully disclosed on the Public Company Accounting Oversight Board (PCAOB)’s website (http://pcaob.org - then Registration & Reporting, Firm filings, Search Firm Filings, then enter “Most & Company, LLP” or just “Most”, then “Schulman Wolfson & Abruzzo, LLP, Formerly Known As: Most & Company, LLP”). A copy of the result of such search is attached as Exhibit I, which discloses the following:
| 1. | Mostco reregistered – 06/09/2009 |
| 2. | Mostco filed its annual report – 07/01/2010 |
| 3. | Schulman Wolfson & Abruzzo, LLP (SWA) succeeded to the registration of Mostco – 01/19/2011, allowing Mostco to transfer its registration to SWA, an unregistered firm. |
I have also included an e-mail from “Registration – Help” of the PCAOB which confirms the reregistration and succession filing dates as Exhibit II from our internal audit firm.
Therefore it is our opinion that all such audit and review reports issued by Mostco, as detailed the Comment Letter, dated February 08, 2011, were issued by a registered firm and, as such, we do not plan to file subsequent amendments.
Rotate Black, Inc. acknowledges its responsibility for the adequacy and accuracy of the disclosure in its filings. Also, Rotate Black, Inc., further acknowledges that any SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking action with respect to the filing. Further, Rotate black, Inc., may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.
Sincerely,
Dual Cooper
Chief Operating Officer
EXHIBIT II
From: Registration-Help [registration-help@pcaobus.org]
Sent: Monday, February 14, 2011 2:27 PM
To: tmost@swallp.com
Subject: PCAOB: Registration Helpline inquiry
Mr. Most:
According to our records, Most & Co LLP was previously registered with the Board on October 22, 2003, and withdrew on January 28, 2009. Most re-applied and was registered with PCAOB on July 9, 2009; on January 19, 2011, Schulman Wolfson Abruzzo, LLP, a registered firm, succeeded to Most's registration with PCAOB.
Regards, Registration Help
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