Mail Stop 6010
August 12, 2005
Via U.S. Mail and Facsimile to (201) 488-8480
Gary Racicot
President
K-Tronik International Corporation
290 Vincent Avenue, 3rd Floor
Hackensack, NJ 07601
Re: K-Tronik International Corporation
Form 10-KSB for the Year Ended September 30, 2004
Filed March 9, 2005
Form 10-QSB for the Fiscal Quarters Ended December 31, 2004,
March 31, 2005 and June 30, 2005
File No. 000-31639
Dear Mr. Racicot:
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. 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 September 30, 2004
Report of Independent Registered Public Accounting Firm, page F-2
1. We note that your operations are located in Hackensack, NJ, you
are
incorporated in the state of Nevada and your audit report was
signed
by an audit firm based in Toronto, Canada. In accordance with
Article
2 of Regulation S-X, we believe that the audit report of a
registrant
(that is not a foreign private issuer) should ordinarily be
rendered
by an auditor licensed in the United States. Further guidance may
be
found in Section 5.K of "International Reporting and Disclosure
Issues
in the Division of Corporation Finance" on the Commission`s
website
at.
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P44
2_69217. Please tell us why you selected an auditor licensed
outside
of the United States to audit your financial statements, in light
of
the fact that you were incorporated in Nevada. Tell us where the
audit
was physically performed and where the operations, assets, and
management of the company are physically located. Please note that
it
is your responsibility to provide financial statements audited by
an
auditor who meets the requirements of Rule 2-01(a) of Regulation
S-X.
Please tell us how you determined that you meet the requirements
of
Rule 2-01(a) of Regulation S-X. Also, please tell us what
consideration you gave to Nevada state laws governing audits of
Nevada
companies performed by foreign auditors. We may have further
comments
after reviewing your response.
Exhibit 31.1
2. We note that the certification filed as Exhibit 31.1 was not in
the
proper form. You have modified the language of paragraph 4(b) to
include the phrase "as of a date within 90 days prior to the
filing
date of this annual report (the "Evaluation Date")." The required
certifications must be in the exact form prescribed; the wording
of
the required certifications may not be changed in any respect,
except
for the modifications temporarily permitted to be made to the
fourth
paragraph of the certification required to be filed as Exhibit
31.1
pursuant to Part III.E of Release No. 8238. Accordingly, please
file
an amendment to your Form 10-KSB that includes the entire filing
together with the correct certification of your current CEO and
CFO in
the form currently set forth in Item 601(b)(31) of Regulation S-B.
Form 10-QSB for the Fiscal Quarter Ended June 30, 2005
Item 3. Controls and Procedures, page 12
3. We note your statement that your chief executive officer has
concluded that "the disclosure controls and procedures in place
are
adequate to ensure material information and other information
requiring disclosure is identified and communicated on a timely
basis." It does not appear that your certifying officers have
reached
a conclusion that your disclosure controls and procedures are
effective. Please tell us whether your chief executive officer
has
concluded your disclosure controls and procedures were effective
as of
June 30, 2005, and revise future filings to properly conclude that
disclosure controls and procedures were either "effective" or "not
effective".
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter 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 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 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 Kuhar, Staff Accountant, at (202) 551-
3662
or me at (202) 551-3603 if you have questions regarding these
comments
on the financial statements and related matters. In this regard,
do
not hesitate to contact Angela Crane, Branch Chief, at (202) 551-
3554.
Sincerely,
Jay Webb
Reviewing Accountant
Gary Racicot
K-Tronik International Corporation
August 12, 2005
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