November 3, 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
Forms 10-QSB for Fiscal Quarters
Ended March 31, 2005 and June 30, 2005
Filed May 17, 2005 and August 19, 2005
Response Letter Dated October 11, 2005
File No. 0-26309
Form SB-2
Filed October 3, 2005
File No. 333-128759
Dear Mr. William E. Prince:
We have reviewed your filings and response letter 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.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Report of Independent Registered Public Accounting Firm, page F-1
1. We reviewed your response to prior comment number two and are
unable to agree with your conclusion to address our comment in
future
filings. We, therefore, reissue prior comment number two. Please
request that your auditors revise their report to reflect the name
and signature of your independent auditors such that the report
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
2. It is unclear from your response to prior comment number three
how
you intend to correct in future filings the disclosure of the non
cash financing activity for a reverse stock split. Please address
our prior comment in more detail by specifically identifying the
nature of this disclosure and how you intend to modify the
disclosure.
Note 1 - Significant Accounting Policies, page F6
Organization and business
3. We reviewed your response to prior comment number four and are
unable to agree with your conclusions. We, therefore, reissue
prior
comment number four.
Form 10-QSB for the Quarterly Period Ended June 30, 2005
Note 3 - Notes Payable, page 4
4. We understand that on June 16, 2005, you entered into a
promissory
note agreement to extend the maturity of your note with United
Capital Group to January 16, 2006. We note that as part of that
agreement the note holder has the ability to convert the note into
shares of your common stock. Please describe in more detail the
terms of this note and its conversion feature. Tell us how you
accounted for this portion of the agreement. Cite any applicable
accounting literature in your response.
Form 8-K, Filed October 14, 2005
5. We note your announcement regarding the sale of an EcaFloTM
Model
080 and your disclosure that this sale is currently outside of
your
License Agreement with Electro-Chemical Technologies, Ltd.
("Licensor"). Please explain to us the meaning of your statement
that you are "relying on verbal representations made by the
Licensor
that [you are] free to explore additional usages prior to
modifying
the original license agreement." In your response, tell us how
you
have accounted for this sale and the impact, if any, that this
situation has on your accounting treatment. This comment also
applies to your announcement in your Form 8-K filed October 12,
2005
regarding the sale of an EcaFloTM Model 40.
Form SB-2, Filed October 3, 2005
General
6. Please note that we have limited our review of your Form SB-2
filed on
October 3, 2005 to compliance with our comments issued on your
Form
10-KSB for the year ended December 31, 2004. We will not be in a
position to declare the registration statement effective until all
comments have been addressed.
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.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Regina Balderas at (202) 551-3722 or Jill
Davis, Branch Chief, at (202) 551-3683 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Tangela Richter at (202) 551-3685 with any other
questions. Direct all correspondence to the following ZIP code:
20549-7010.
Sincerely,
Jill S. Davis
Branch Chief
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Mr. William E. Prince
Integrated Environmental Technologies, Ltd.
November 3, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010