Mail Stop 3561
February 15, 2006
Alexander L. Bozzi, III
The Enlightened Gourmet, Inc.
236 Centerbrook
Hamden, CT 06518
Re: The Enlightened Gourmet, Inc.
Response Letter dated January 20, 2006
Amendment No. 1 to Form 10-SB
Filed December 13, 2005
File No.: 0-51597
Dear Mr. Bozzi:
We have reviewed your letter 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 ask you to provide us with information
so
we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Report of Appraiser
1. We note your response to comment 4 in our letter dated January
5,
2006. Please tell us the nature of the "established valuation
techniques" Mr. Traba used in valuing the assets acquired by the
company, and the range of values he derived from these techniques
and
presented to the parties. Also, please tell us whether the
parties
to the transaction adopted Mr. Traba`s valuation or valuations,
or,
alternatively, what factors they did rely on in determining the
purchase price.
Financial Statements
Consolidated Statement of Stockholders` Equity for the period June
25
(date of Inception) to September 30, 2005, page F-6
2. We note your response to comment 6 in our letter dated January
5,
2006 and we reissue our comment. Section 3.B of the Securities
Subscription Agreement Exhibit 10.3 states plainly that you shall
file a registration statement to register common shares on or
before
June 1, 2005. Your consideration of the classification of these
securities should exclude any likelihood that an investor may
require
you to perform or that these securities may become freely
transferable after the holding period under Rule 144 of the
Securities Act of 1933. Please tell us specifically why permanent
equity classification is appropriate for the securities issued in
connection with the securities subscription agreement stating
clearly, if true, that there are no damages clauses or penalties.
Note 4. Acquisition of Technology, page F-11
3. We note your response to comment 5 in our letter dated January
5,
2006. Intangible assets purchased from others in a business
combination are required to have an alternative future use to be
accounted for in accordance with SFAS No. 142 or charged to
expense
when incurred. See paragraph 11.c. of SFAS No. 2 and paragraph 5
of
FIN No. 4. We therefore reissue our comment and request that you
provide a specific response to the inquiry. Disclose how you
established an alternative future use for the acquired non-
patented
technology and disclose the amounts allocated to each major
intangible asset class. See paragraph 44 of SFAS No. 142. On the
other hand, if you determine the technology does not have an
alternative future use, then please revise your financial
statements
to reflect the amount as a charge to earnings in the period
incurred.
In either case, please show us what your revised disclosure will
look
like.
Note 5. Stockholder Note Payable, page F-23
4. We note your response to comment 7 in our letter dated January
5,
2006. A correction to your financial statements, whether or not
prompted by our review, is an accounting change as the term is
discussed in APB No. 20. Please provide a response that explains
the
accounting within the scope of APB No. 20 and the impact of the
correction on your balance sheet and statement of stockholders`
equity. If you determine this revision is not the correction of
an
error, please explain why this is not an oversight of facts that
existed at the time you prepared your financial statements or a
mistake in the application of GAAP.
* *
* *
* * *
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 our 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.
You may contact Brian McAllister at (202) 551-3341 or Donna
DiSilvio, Assistant Chief Accountant, at (202) 551-3202 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Albert Yarashus at (202) 551-3239, Ellie
Quarles, Special Counsel, at (202) 551-3238, or me, at (202) 551-
3720
with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Richard Keppelman
(FAX) (860) 676-3200
??
??
??
??
Alexander L. Bozzi, III
The Enlightened Gourmet, Inc.
February 15, 2006
Page 1