| HESKETT & HESKETT |
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| ATTORNEYS AT LAW |
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JOHN HESKETT | 501SOUTH JOHNSTONE, SUITE 501 | TELEPHONE (918) 336-1773 |
ZACHARY HYDEN | BARTLESVILLE, OKLAHOMA 74003 | FACSIMILE (918) 336-3152 |
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| Email:info@hesklaw.com |
JACK HESKETT (1932 - 2005) |
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BILL HESKETT (1933 - 1993) |
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30 September 2008
David R. Humphrey, Branch Chief
United States Security and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
Washington, D.C. 20549
Re:
Famous Uncle Al’s Hot Dogs & Grille, Inc.
Form 10-KSB for the Year Ended December 31, 2007
Form 10-QSB for the period ended March 31, 2008
File No. 333-132948
Dear Mr. Humphrey:
Following please find our response to your comments detailed in your correspondence dated July 21, 2008, in reference to the Company named above.
General
1.
Internal Control over Financial Reporting
It does not appear that your management has performed its assessment of internal control over financial reporting as of December 31, 2007. Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management's assessment of internal control over financial reporting.
If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's report on internal control over financial reporting.
In performing your evaluation, you may find the following documents helpful:
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the Commission's releaseAmendments to Rules Regarding Management's Report on Internal Control Over Financial Reporting(Securities Act Release 8809/Financial Reporting Release 76). You can find this release at: http://www.sec.gov/rules/final/207/33-8809.pdf.
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the Commission's releaseCommission Guidance Regarding Management's Report on Internal Control Over Financial Reporting Under Section 13 (a) or 15(d) of the Securities Exchange Act of1934 (Securities Act Release 8010/Financial Reporting Release 77). You can find this release athttp://sec.gov/rules/interp/2007/33-8810.pdf; and
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the "Sarbanes-Oxley Section 404 - A Guide for Small Business" brochure at: (http://www.sec.gov/info/smallbus/404guide.shtml).
In addition, please consider whether management's failure to perform or complete its report on internal control over
financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and proceduresas of the end of the fiscal yearcovered by the report and revise your disclosure as appropriate.
Please note that the failure to perform management's assessment adversely affects the company's and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports. For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
Response: After consideration of the issue as requested the report of Management’s assessment of internal control over financial reporting shall be disclosed.
We have, therefore, modified Item 8 to read as follows to-wit:
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE.
At the end of the period covered by this report on Form 10-KSB/A for the year ended December 31, 2007, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the President, who is the principal executive officer, and Treasurer, who is the principal financial and accounting officer, of the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the Exchange Act). Based on that evaluation the President and the Treasurer have concluded that the Company's disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time period s specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
ITEM 8A.
CONTROLS AND PROCEDURES
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the principles and framework of the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007 and no material weaknesses were discovered.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
ITEM 8B.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during the Company’s the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
2.
Form Type
We note that your most recent quarterly report for the period ending March 31, 2008 was on Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formerly classified as "small business issuers" under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for a fiscal year ending after December 15, 2007. Although small business issuers are now required to file on Form 10-Q, the disclosure requirements for that form are now tailored for smaller companies.
Although we are not asking you to correct your most recent filing just to reflect the proper form type, we ask that you review your filing requirements and consider whether any action is necessary if your most recently filed quarterly report does not contain all required material information. In any event, you should file your next quarterly report on Form 10-Q.
Response: We acknowledge the Form 10-Q filed was mistakenly filed as a 10-QSB. However, it appears after reviewing the filing requirements it is not necessary to file an amendment as all of the required material is contained.
Finally, as requested, the Company acknowledges that:
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The Company is responsible for the adequacy and accuracy of the disclosure in the filings;
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Changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
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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.
If you should have any further questions or comments, or need further information, please do not hesitate to contact the undersigned.
Very truly yours,
/s/ John Heskett
John Heskett
