January 9, 2014
William H. Thompson
Accounting Branch Chief
United States
Securities and Exchange Commission
Washington, D.C. 20549
RE: Oz Saferooms Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed May 8, 2013
File No. 0-54112
Mr. Thompson,
This correspondence is in response to your letter dated November 5, 2013 in reference to our filing of the Form 10-K filed May 8, 2013 on the behalf of OZ Saferooms Technologies, Inc., File No. 0-54112.
Please accept the following responses and note that Registrant filed amended Form 10-K on January XX, 2014.
Comment 1
Item 9A(T). Controls and Procedures, page 11
Evaluation of Internal Controls over Financial Reporting, page 11
You were required to comply with Item 308(a)(1)-(3) of Regulation S-K as of December 31, 2012. Refer to paragraph 1 of the Instructions to Item 308 of Regulation S-K. As such, please revise to provide a report of management on your internal control over financial reporting that contains:
| · | A statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting; |
| · | A statement identifying the framework used by management to evaluate the effectiveness of the registrant's internal control over financial reporting; and |
| · | Management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2012, including a statement as to whether or not internal control over financial reporting is effective. This discussion must include disclosure of any material weakness in internal control over financial reporting identified by management. Management is not permitted to conclude that the registrant's internal control over financial reporting is effective if there are one or more material weaknesses in internal control over financial reporting. |
Answer:We are amending Item 9A(T.) in our 10-K based on your comments as follows:
Our management is responsible for establishing and maintain the adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive and principal financial officer, we assessed, as of December 31, 2012, the effectiveness of our internal control over financial
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reporting. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
| · | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| · | Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorization of our management and directors: and |
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
We were not able to implement these controls since Mr. Zagorski serves as our sole officer and director. Until such time as the Company is able to retain a chief financial officer and/or another director, there will be deficiencies in our internal controls.
Evaluation of Changes in Internal Controls and Financial Reporting
There was no change in the internal control over financial reporting that occurred during the fiscal year ended December 31, 2012, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Comment 2
Exhibits 31.1 and 31.2
Please remove the title of the certifying officers from the introductory paragraph in future reports filed on Form 10-K and Form 10-Q of the 1934 Exchange Act. Please refer to Item 601(b)(31)(i) of Regulation S-K.
Answer:We are amending our 10-K filing and will remove the title of the certifying officer as well as in all future reports.
Comment 3
Exhibits 32.1 and 32.2
We note that the certifications relate to the Quarterly Report on Form 10-Q for the period ended January 31, 2013. Please revise to refer to the Annual Report on Form 10-K for the year ended December 31, 2012.
Answer: We are amending our 10-K filing and will correct the typographical errors.
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Registrant wishes to acknowledge the following:
Respectfully submitted,
/s/ Andrew J. Zagorski
Andrew J. Zagorski
Chief Executive Officer
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