Biggest Little Investments, L.P.
3702 S. Virginia St.
Unit G2
Reno, NV 89502
Tel: (775) 825-3355
Fax: (775) 825-9928
April 27, 2011
VIA EDGAR
William H. Demarest IV
Accountant
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re: Biggest Little Investments, L.P.
Form 8-K Filed on April 25, 2011
File Number 0-16856
Dear Mr. Demarest:
We are in receipt of the letter of the Division of Corporation Finance
dated April 26, 2011 containing your comments (the "Comment Letter") with
respect to the Form 8-K filed by Biggest Little Investments, L.P. (the
"Partnership") describing the declination of the Partnership?s independent
auditor and its engagement of a new independent auditor. The responses set
forth below are numbered to correspond with each of the comments in the
Comment Letter:
General
1. Please be advised that, on April 27, 2011, the Partnership filed
Amendment No. 1 to Form 8-K (?Amendment No. 1?) stating that there were no
disagreements between the Partnership and MB & Co. on any matters of
accounting principles or practices, financial statement disclosures or
auditing scope or procedure during the years ended December 31, 2010 or 2009,
or during the quarter ended March 31, 2011, which disagreement(s), if not
resolved to the satisfaction of MB & Co., would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
reports.
2. Please be advised that a letter from MB & Co. indicating that it
agrees with the Partnership?s disclosure in Amendment No. 1 is attached as an
exhibit to Amendment No. 1.
3. Please be advised that Amendment No. 1 states that a new independent
accountant, M&K CPAs, PLLC, was engaged on April 13, 2011 as the principal
accountant to audit the Partnership's financial statements and that, during
fiscal years 2009 and 2010 and the fiscal quarter ended March 31, 2011, the
Partnership did not consult the newly engaged accountant regarding:
(i) Either: The application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Partnership's financial statements, and
neither a written report was provided to the Partnership nor was oral
advice provided that the new accountant concluded was an important
factor considered by the Partnership in reaching a decision as to the
accounting, auditing or financial reporting issue; or
(ii) Any matter that was either the subject of a disagreement (as
defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related
instructions to such item) or a reportable event (as described in
paragraph 304(a)(1)(v) of Regulation S-K).
The Partnership acknowledges that:
- the Partnership is responsible for the adequacy and accuracy of the
disclosure in Amendment No. 1 and this letter;
- 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 of Amendment No. 1 and this letter; and
- the Partnership 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.
We are hopeful that we have been responsive to each of the comments set
forth in the Comment Letter.
Very truly yours,
/s/ Ben Farahi
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Ben Farahi
Manager of the General Partner
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