Mail Stop 3-09 March 7, 2005
Chinmay Chatterjee, Ph.D.
President
Integrated Pharmaceuticals, Inc.
310 Authority Drive
Fitchburg, Massachusetts 01420
Re: Integrated Pharmaceuticals, Inc.
Amendments nos. 2 and 3 to Form 10-SB
Filed February 4 and 7, 2005, respectively
File No. 0-50960
Dear Dr. Chatterjee:
We have reviewed your filings 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 numbers
listed
at the end of this letter.
Form 10-SB, Amendment #2
General
1. Your financial statements are now stale. Please update your
financial statements to include the statements as of and for the
twelve month period ended December 31, 2004 in compliance with
Item
310(g) of Regulation S-B.
Chinmay Chatterjee, Ph.D.
March 7, 2005
Page 2
Financial Statements - December 31, 2003
Balance Sheet, page F-4
2. Please revise your balance sheet to specifically caption the
"Long-term debt - current portion" as "Capital Lease payable -
current portion" to be consistent with the caption in the long
term
section and the financial statements as of and for the period
ended
September 30, 2004.
Statements of Operations, page F-5
3. It appears that you have increased the amount of occupancy
expenses by $24,126, as disclosed in Note 15. Please revise your
statement of operations for the period from February 1, 2003
(inception of development stage) to December 31, 2003 to reflect a
similar increase in occupancy expenses or advise us as to why a
revision is unnecessary. If revisions are necessary, please make
a
similar change to the statement of operations for the period
February
1, 2003 (inception of development stage) to September 30, 2004 as
presented in the interim financial statements. It also appears
that
the balance sheet, and statement of stockholders` equity should be
revised as well.
4. It appears that line item currently captioned as "Marketing" in
the second amendment to your Form 10-SB should be appropriately
captioned "Research and Development." It also appears that the
line
item that was previously captioned as "Marketing" in the first
amendment to your Form 10-SB has been deleted, causing your
statement
of operations to no longer foot appropriately. Please revise you
Statements of Operations accordingly or revise us as to why a
revision in unnecessary.
Statements of Cash Flows, page F-7
5. We note that you have increased the amount of "stock issued for
prepaid rent and rent expense" by $24,126. Please revise your
statement of cash flows for the period from February 1, 2003
(inception of development stage) to December 31, 2003 to reflect a
similar increase or advise us as to why a revision is unnecessary.
Please make similar change to the statement of cash flows for the
period from February 1, 2003 (inception of development stage) to
September 30, 2004 and December 31, 2003 as presented in the
interim
financial statements.
6. Please revise your caption "Stock issued for prepaid rent and
rent
expense" to exclude the reference to prepaid rent.
Chinmay Chatterjee, Ph.D.
March 7, 2005
Page 3
Note 8 - Capital Stock
Common Stock, page F-16
7. We have reviewed your response to comment number 13. The
transaction as presented in Appendix A does not appear to be
accounted for as a recapitalization, which would appear
appropriate
based on the disclosures related to this transaction included
within
the document. Please note that a recapitalization includes a
retroactive restatement of the historical equity section of the
accounting acquirer to reflect the shares received in the merger.
Please explain how the transaction as presented reflects this
treatment or explain why it is appropriate to reflect this as a
reverse merger instead of a recapitalization. Please provide a
detailed description of management`s accounting for the reverse
merger/acquisition and the accounting guidance relied upon to
record
the reverse merger/acquisition (i.e. APB Opinion No. 16, Business
Combinations). As Idaho state law does not promulgate generally
accepted accounting principles, it is inappropriate to cite as
guidance relied upon to account for the reverse
merger/acquisition.
Financial Statements - September 30, 2003
Statement of Stockholders` Equity (Deficit), page F-26
8. Please update the caption "Stock issued at an average price of
$1.00 per share in exchange for rent expenses" as a result of the
restatement described in Note 10.
Notes to the Financial Statements
Note 3 - Property and Equipment, page F-30
9. As stipulated in your response to comment number 10, please
revise
to remove the reference to the cash payment received from the
lessor
as a tenant improvement lease concession within the gross and net
presentation of the components of property and equipment.
Additionally, please provide us an explanation as to why the
respective amounts presented in the table as of December 31, 2003
do
not agree to the amounts presented in Note 4 Property and
Equipment
of the December 31, 2003 financial statements (pg. F-13).
* * *
As appropriate, please revise your filing in response to
these
comments. You may wish to provide us with marked copies of the
revised document to expedite our review. Please furnish
Chinmay Chatterjee, Ph.D.
March 7, 2005
Page 4
a response letter that keys your responses to our comments.
Detailed
cover letters greatly facilitate our review. Please file your
cover
letter on EDGAR under the form type label CORRESP. Please
understand
that we may have additional comments after reviewing your
amendment
and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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 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.
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.
You may contact Kevin Woody at (202) 942-7332 or James
Atkinson
at (202) 942-2826 if you have questions regarding comments on the
financial statements and related matters. Please contact Zafar
Hasan
at (202) 942-7381, John L. Krug at (202) 942-2979, or me at (202)
942-1840 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Thomas Carey, Esquire
Bromberg & Sunstein LLP
125 Summer Street
Boston, MA 02110-1618
??
??
??
??