May 16, 2007
Via EDGAR and Facsimile
Marc D. Thomas
Senior Staff Accountant
United States Securities and
Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Carbiz Inc. | ||
Form 8-K filed May 3, 2007 | |||
File No. 000-52209 |
Dear Mr. Thomas:
Carbiz Inc. (“Carbiz” or the “Company”) is responding to your letter dated May 10, 2007, relating to the above-referenced filing (the “Filing”). The comments contained in that letter and the Company’s responses are set forth below.
In providing the responses below, the Company acknowledges that:
the Company is responsible for the adequacy and accuracy of the disclosure in the Filing;
staff comments, or changes to disclosure by the Company in response to staff comments do not foreclose the Commission from taking any action with respect to the Filing; and
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.
SEC COMMENT:
General
1. | In reviewing the independent accountants’ report on the audited financial statements for the year ended January 31, 2007, we noted that they make reference to the company’s ability to continue as a going concern. Item 304(a)(1)(ii) of Regulation S-B requires the disclosure of the uncertainty regarding the ability to continue as a going concern. Please amend the Form 8-K to provide the required disclosures. |
CARBIZ’S RESPONSE:
To comply with the required disclosures under Item 304(a)(1)(ii) of Regulation S-B, the Company proposes to amend the third paragraph of the Filing in its entirety to read as follows:
The audit reports of CS&L for the Company’s fiscal years ended January 31, 2007 and 2006 contained a statement indicating “substantial doubt about [the Company’s] ability to continue as a going concern” because the Company “has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.” The audit reports of CS&L for the Company’s fiscal years ended January 31, 2007 and 2006 did not contain any other adverse opinion, or a disclaimer of opinion, or qualification or modification as to uncertainty, audit scope or accounting principles (as described in Item 304(a)(1)(ii) of Regulation S-B).
Carbiz USA,Inc. | 7405 N Tamiami Trail, Sarasota, FL 34243 | (800) 547-2277 | Fax (941) 953-3580 |
2. | In your amended Form 8-K, include a dated Exhibit 16 letter from the former accountants addressing the revised disclosures. |
CARBIZ’S RESPONSE:
The Company hereby confirms that it will include a dated Exhibit 16 letter from its former accountants addressing the revised disclosures included in the Company’s response to Comment 1 above.
The Company welcomes the opportunity to discuss the foregoing points further, if necessary, and to clarify any open questions you may have at your convenience. I can be reached at (800) 547-2277 ext. 1501.
Sincerely, | ||
/s/ Stanton Heintz | ||
Stanton Heintz | ||
Chief Financial Officer |
cc: Thomas M. Rose, Esq., Troutman Sanders LLP