FACT Corporation
May 5, 2008
By Fax and Electronic Filing
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Karl Hiller – Branch Chief
Dear Mr. Hiller:
RE:
FACT Corporation (the “Company”)
Form 10-KSB/A1 for the Fiscal Year Ended December 31, 2006
Filed February 13, 2008
File No. 000-17232
Further to today’s telephone conversation between the undersigned and Mr. Don Delaney, the Company confirms we will file Amendment No. 2 to the Form 10-KSB for the fiscal year ended December 31, 2006 with the following 3 inclusions:
(1)
The Company will include an explanatory note discussing the reasons for the amended filing in the document;
(2)
The Company will ensure “audited” and “unaudited” figures are clearly marked as such in the schedules and notes to the financial statements included in the Form 10-KSB\A2;
(3)
The Company will submit the Form 10-KSB\A2 to include the audit report of the current auditors for the fiscal year ended December 31, 2006 and including comments with respect to the restatements to the fiscal year ended December 31, 2005; and further, will include the audit report of the predecessor audit firm in accordance with the provisions of AU Section 9508.65.
The Company believes the above amendments will address all issues raised in today’s telephone conversation. We intend to file Amendment No. 2 to the Form 10-KSB for the fiscal year ended December 31, 2006 no later than May 9, 2008.
Sincerely,
/s/ Jacqueline Danforth
Jacqueline Danforth
President
Cc: Donald Delaney
Peter Gennuso, Gersten Savage
