November 23, 2004
Mail Stop 0409
VIA U.S. MAIL AND FAX 708-422-9780
Mr. Bruce A. Provo
President, CEO and CFO
Divall Insured Income Properties 2 Limited Partnership
101 W. 11th Street, Suite 1110
Kansas City, MO 64105
RE: Divall Insured Income Properties 2 Limited Partnership
Form 8-K filed November 19, 2004
File No. 0-17686
Dear Mr. Provo:
We have reviewed your filing 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. 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 numbers listed
at the end of this letter.
1. Please file a letter from the former accountant addressed to the
Commission stating whether the former accountant agrees with the
statements made in the Form 8-K and, if not, stating the respects in
which it does not agree. Please note that your former accountants
should make it clear within the Exhibit 16 letter that it is in
reference to your amended Form 8-K.
2. We note you have engaged the accounting firm of American Express
Tax and Business Services, Inc. as your new independent auditors as
of November 15, 2004. We also note that the firm of American Express
Tax and Business Services, Inc. is not registered with the Public
Company Accounting Oversight Board (PCAOB). Section 102 of the
Sarbanes-Oxley Act of 2002 makes it unlawful after October 22, 2003
for any person that is not a registered public accounting firm (i.e.
registered with the PCAOB) to prepare or issue, or to participate in
the preparation or issuance of, any audit report (or review report)
with respect to any issuer. You must engage a new accountant that is
a publicly registered accounting firm to perform review or audit work
for the company. Please file a new Item 4 Form 8-K after you have
engaged new accountants that are registered with the PCAOB. Provide
all of the disclosures required by Item 304 of Regulation S-K
regarding the period of engagement of American Express Tax and
Business Services, Inc. which should include an Exhibit 16 letter
from American Express Tax and Business Services, Inc.
File an amendment under cover of Form 8-K/A and include the ITEM 4.01
designation, including the letter from the former accountant filed as
an 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 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 provide the supplemental information requested above within 10
business days from the date of this letter. The supplemental
information should be filed as correspondence on EDGAR. The
amendment requested should be filed as promptly as possible and
should be reviewed by the former accountants. The letter required by
Exhibit 16 should cover any revised disclosures.
Any questions regarding the above should be directed to me at (202)
824-5336, or in my absence, to Robert Benton at (202) 942-1811.
Sincerely,
Rachel Zablow
Staff Accountant
Divall Insured Income Properties 2 Limited Partnership
November 23, 2004
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