July 12, 2005
Mr. William E. Prince
Chief Executive Officer and Principal Financial Officer
Integrated Environmental Technologies, Ltd.
4235 Commerce Street
Little River, South Carolina 29566
Re: Integrated Environmental Technologies, Ltd.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed March 30, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Filed May 17, 2005
File No. 0-26309
Dear Mr. William E. Prince:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our 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 information so we may better understand
your
disclosure. After reviewing this information, we may 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Industrial Oil from Plants, page 10
1. We note your statement that "the potential long-term market of
Veronia is estimated to be in the hundreds of millions of
dollars."
On a supplemental basis, please provide us with supporting
documentation upon which you reached this conclusion. Also,
ensure
to provide adequate disclosure that objectively supports such
statements.
Report of Independent Registered Public Accounting Firm, page F-1
2. We note that the auditors` report does not reflect the name of
your independent auditors nor does it reflect their signature.
Please request that your auditors revise their report such that it
fully complies with Rule 2-02(a) of Regulation S-X. Refer to Note
2
to Item 310 of Regulation S-B.
Financial Statements
Consolidated Statement of Cash Flows, page F-5
3. Please explain the nature of the amount reported as a non cash
financing activity for a Reverse stock split. Refer to SAB Topic
4:C.
Note 1 - Significant Accounting Policies, page F6
Organization and business
4. Please address each of the following to provide additional
disclosure that addresses each of the following regarding your
January 17, 2002 transaction which you describe as a triangular
merger.
* Clarify both the legal and accounting form of the transaction.
* Clarify whether the transaction was accounted for at historical
cost or at fair value.
* Identify the accounting acquirer and the accounting target(s)
* We note that NHL acquired 100% of Naturol`s common stock for
10,000,002 common shares of NHL. Indicate the voting ownership
that
this represented of NHL.
* Explain, if true, that the historical financial statements are a
continuation of the financial statements of the accounting
acquirer,
not the accounting target
* We note that you disclose that you, Integrated Environmental
Technologies (IET), were incorporated on February 2, 1999. Please
explain why you have presented financial information from the June
18, 2001 inception date of Naturol Inc (Naturol).
* Explain, if true, that the capital structure of the accounting
Acquirer is now different from that appearing in the historical
financial statements of the accounting acquirer in earlier periods
due to reverse merger accounting.
* Please explain why you have reported Naturol`s common shares on
your statement of stockholders` equity prior to the reverse merger
line item.
* Clarify the role of both Coronado Explorations Ltd (CEL) and
Coronado Subsidiary Corp (CSC) in the transaction.
* Clarify how NHL`s assumption of a note due from CEL to a
stockholder of Naturol impacted the transaction and how it was
accounted for in the transaction.
* Clarify how the CEL common shares outstanding impacted the
transaction and how it was accounted for in the transaction.
We may have further comments.
Stock-based Compensation
5. Disclose your accounting policy for stock-based compensation
for
employees and non-employees.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. 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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 Regina Balderas, Staff Accountant, at (202)
551-3722 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3683
with any other questions.
Sincerely,
Jill S. Davis
Branch Chief
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Mr. William E. Prince
Integrated Environmental Technologies, Ltd.
July 12, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010