November 3, 2004
Gaylord M. Karren
Chief Executive Officer and Chief Financial Officer
Electric Aquagenics Unlimited, Inc.
1464 W. 40 S. Suite 200
Lindon, Utah 84042
RE: Form 8-K Item 4.01 filed October 29, 2004
Form 8-K/A Item 4.01 filed November 2, 2004
File # 333-86830
Dear Mr. Karren:
We have reviewed your filings and have the following comments. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing. We
look forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect of
our review. Feel free to call us at the telephone number listed at
the end of this letter.
1. Please amend the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and the
specific date, as required by Item 304(a)(1)(i) of Regulation S-B. It
is not sufficient to state that "the parties agreed to end their
relationship", as that wording is unclear to a reader.
2. Item 304(a)(1)(ii) of Regulation S-B requires a statement whether
the accountant`s report on the financial statements for either of the
past two years contained an adverse opinion or a disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope or
accounting principles; and a description of the nature of each such
adverse opinion, disclaimer of opinion, modification or qualification.
This would include disclosure of uncertainty regarding the ability to
continue as a going concern in the accountant`s report. Please amend
to fully comply with this disclosure requirement.
3. Please amend your disclosure to also state whether during the
registrant`s two most recent fiscal years and any subsequent interim
period through the date of resignation, declination or dismissal there
were any disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to
the satisfaction of the former accountant, would have caused it to
make reference to the subject matter of the disagreement(s) in
connection with its reports. In the event of disagreement(s) and/or
reportable event(s), provide the specific disclosures required by Item
304(a)(1)(iv) of Regulation S-B.
4. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with the
statements made in your amended Form 8-K.
*****
Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date of this
letter. Please note that if you require longer than 5 business days
to respond, you should contact the staff immediately to request
additional time. Direct any questions regarding the above to the
undersigned at (202) 942-1989.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.
Sincerely,
Tracey Houser
Staff Accountant
Gaylord M. Karren
Electric Aquagenics Unlimited, Inc.
November 3, 2004
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE