HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
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Will Hart
June 30, 2010
Lilyanna L. Peyser
Securities and Exchange Commission
100 F Street, NE
Mail Stop 3561
Washington, DC 20549
Re: EFT Biotech Holdings, Inc.
Registration Statement on Form 10, Amendment #10 Form 10-Q /
December 31, 2009 File No. 000-53730
This office represents EFT Biotech Holdings, Inc. (the "Company"). This
letter provides the Company's responses to the comments received from the staff
by letter dated May 10, 2010. The paragraph numbers in this letter correspond
with the numbered paragraphs in the staff's comment letter. The numbers under
the "Page No." column refer to the pages in the Registration Statement where the
Company's response to the particular comment can be found.
Form 10
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Page No.
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1. Comment noted.
2. Comment complied with. 3, 17
3. Comment complied with. 12
4. Comment complied with. 33
5. Comment complied with. 34
6. Comment complied with. 36
Form 10-Q
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7. Comment complied with.
8. This is to confirm that the Company's December 31, 2009
financial statements reflect all adjustments, consisting
of normal recurring adjustments that, in the opinion of the
Company's management, were necessary in order to make the
financial statements not misleading.
9. Comment complied with.
Form 10-Q
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Page No.
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10. The only material adjustments to the December 31, 2008
financial statements were a reduction in sales revenue and
a corresponding increase in additional paid in capital.
The Company conducted a Regulation S offering
in 2008. The shares in the offering were sold to the
Company's Affiliates. The proceeds from the offering,
net of sales commissions and offering costs, were
credited to stockholders' equity. Offering costs
included the cost of issuing stock certificates to the
Affiliates that purchased shares in the offering.
The Company charged the Affiliates for the cost
of issuing the stock certificates. However, when the
Company received payment from the Affiliates for issuing
the certificates, the Company incorrectly recorded the
funds received as sales revenue, as opposed to crediting
additional paid in capital and reducing the offering costs.
In connection with the preparation of the Company's March
31, 2009 financial statements, the Company realized the
error and made the necessary corrections to sales revenue
and stockholders' equity. Since the corrections were made
prior to March 31, 2009, the Company's March 31, 2009
financial statements were not misstated. In addition,
since the errors were detected and corrected during the
three months ended March 31, 2009, the Company's internal
controls over financial reporting were effective as of March
31, 2009.
The Company does not believe that filing an 8-K
disclosing the restatement of financials which are more
than sixteen months old would be of any benefit to the
investing public.
11. The financial statements were issued on
February 11, 2010. After financial statements are
issued the remaining sections of the 10-Q are completed,
the report is edgarized and finally signed by the
appropriate officers. As a result, the date the financial
statements are issued is not always the date the 10-Q is
filed.
12. The Company acquired 58,567,750 shares from
Excalibur. The Company's March 31, 2010 10-K report discloses
the correct number of shares.
13. As disclosed in the Company's 8-K report filed
on May 24, 2010, Angy Chin did not assume the role of
the Company's Acting Principal Financial Officer until
February 15, 2010 and consequently was not familiar with
the Company's December 31, 2009 financial statements which
were filed with the 10-Q report on February 16, 2010.
As a result, Jack Jie Qin signed the report as the Company's
Principal Financial Officer.
14. See response to comment 13.
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
By /s/ William Hart
William T. Hart