951 Mariners Island Blvd. Suite 300
San Mateo, CA 94404
August 10, 2014 |
VIA EDGAR |
United States Securities and Exchange Commission |
Division of Corporate Finance |
100 F Street, N.E. |
Washington, D.C. 20549 |
Attn: Brian Cascio
Accelerated Acquisitions XVII, Inc. |
Form 10-K for the fiscal year ended September 30, 2013 |
Filed December 30, 2013 |
File No. 000-54549 |
Ladies and Gentlemen: |
On behalf of the Company, we are responding to comments contained in the Staff letter, dated August 8, 2014 addressed to Mr. Timothy Neher, the Company’s President and CEO, with respect to the Company’s filing of its Form 10-K file on December 30, 2013.
The Company has replied below to your comments with a response following a repetition of the Staff’s comments to which it applies (the “Comment”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.
Amendment No. 1 to Form 10-K for the fiscal year ended September 30, 2013
Item 9A(T). Controls and Procedures, page 3
1. We refer to your response to prior comment 1 and your amendment No. 1 to Form 10-K filed on August 5, 2014. We do not see where you have provided Management’s Report on Internal Control as part of your amended 10-K as indicated in your response. Please further amend your Form 10-K to include Management’s Report on Internal Control over Financial Reporting, including each component as it relates to management's assessment of the effectiveness of the company’s internal control over financial reporting as of September 30, 2013, as required by Item 308(a)(1), (2) and (3) of Regulation S-K.
Company Response
We have amended the Form 10K to include Management’s Report on Internal Control over Financial Reporting.
2. In this regard, please note your amendment should include the Form 10-K in its entirety, with new, currently dated and signed Certifications.
Company Response
We have filed the Form 10K in its entirety with current dates and Certifications.
3. With regards to your Disclosure Controls and Procedures disclosures, please correct the date of your review to reflect your September 30, 2013 year end.
Company Response
We have reflexed September 30, 2013 has the year end.
On behalf of the Company, we acknowledge that:
· | the company is responsible for the adequacy and accuracy of the disclosure in the filing; |
· | staff comments or changes to disclosure 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. |
Very truly yours,
Timothy Neher
ACCELERATED ACQUISITION XVII, INC.
By: /s/ Timothy Neher
Timothy Neher
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer (our principal executive officer principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report.
Based on this evaluation, our chief executive officer (our principal executive officer principal financial officer and principal accounting officer) concluded that as of September 30, 2013 our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.
The determination that our disclosure of controls and procedures were not effective as of September 30, 2013 are a result of:
1. Insufficient segregation of duties due to the limited size of our staff and budget; and
2. No independent audit committee oversight of the company's external financial reporting and internal control over financial reporting; and
Continuing Remediation Efforts to address deficiencies in Company's Internal Control over Financial Reporting
Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:
1. Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.
2. We will appoint additional personnel to assist with the preparation of the Company's financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the fiscal quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s report on internal control over financial reporting pursuant to section 404 of the US Sarbanes-Oxley Act
The Board of Management of Accelerated Acquisitions XVII, Inc. (the Company) is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the US Securities Exchange Act). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with IFRS as issued by the IASB.
Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
The Board of Management conducted an assessment of the Company’s internal control over financial reporting based on the “Internal Control-Integrated Framework” established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, the Board of Management concluded that, as of September 30, 2013, the Company’s internal control over financial reporting is considered not effective.
The effectiveness of the Company’s internal control over financial reporting as of September 30, 2013, as included in this Form 10K financial statements, has been audited by Anton &Chi, LLP, an independent registered public accounting firm, as stated in their report which follows hereafter.
Board of Management
September 30, 2013