November 15, 2004
Mr. Patrick J. Forde
President, Secretary & Treasurer, and Chief Financial Officer
TurboSonic Technologies, Inc.
550 Parkside Drive, Suite A-14
Waterloo, Ontario N2L 5V4 Canada
RE: Form 8-K Item 4 filed November 5, 2004
File # 000-21832
Dear Mr. Forde:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your documents 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. In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. 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 revise the fourth paragraph of your Item 4.01 Form 8-K to
indicate the date upon which you engaged your new auditors. Refer to
Item 304(a)(2) of Regulation S-B.
2. We read that you have engaged Collins Barrow Toronto LLP [Mintz &
Partners LLP] as your new auditors. In future filings, refer to your
new auditors by the name under which they are registered with the
PCAOB, which appears to be Mintz & Partners LLP. We believe that the
use of the firm name Collins Barrow Toronto LLP may be confusing to
your readers, as that firm does not appear to be registered with the
PCAOB.
3. 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
your former accountant stating whether the accountant agrees with the
statements made in your amended Form 8-K. File the amendment under
cover of Form 8-KA and include the ITEM 4.01 designation. File the
updated letter from the former accountant as Exhibit 16.
*****
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.
Please file your supplemental response 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. You
may wish to provide us with marked copies of each amended filing to
expedite our review. Direct any questions regarding the above to the
undersigned at (202) 824-5259.
Sincerely,
Jennifer Thompson
Staff Accountant
Mr. Forde
November 15, 2004
Page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE