[American Construction Company Letterhead]
December 15, 2004
Via EDGAR
Ms. Tracey Houser
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549-0510
Re: American Construction Company
Form 8-K, Item 4.01 filed November 12, 2004
File # 0-50517
Dear Ms. Houser:
This letter sets forth the response of American Construction Company
(the "Company") to comments received in a letter from you dated November 15,
2004 regarding the Item 4.01 to the Current Report filed on Form 8-K (the
"Original Form 8-K") with the United States Securities and Exchange Commission
(the "Commission") on November 12, 2004. Set forth below in italics are your
comments, followed by the Company's responses to your comments, which are keyed
to the comment numbers set forth in your November 15, 2004 comment letter.
Comment 1. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether the accountant's report on the financial statements for either of the
past two years contained an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting principles,
and a description of the nature of each such adverse opinion, disclaimer of
opinion, modification or qualification. This would include disclosure of
uncertainty regarding the ability to continue as a going concern in the
accountant's report. We note that Kabani & Company, Inc. audited your financial
statements for the period August 5, 2002 through January 31, 2003, in addition
to the year ended January 31, 2004. Please amend your disclosure to fully comply
with Item 304(a)(1)(ii) of Regulation S-B.
Response. In response to the above comment, we have amended the
Original Form 8-K to disclose the qualification as to uncertainty regarding our
ability to continue as a going concern included by our former accountants,
Kabani & Company, in several of our periodic reports. We also included relevant
details as to particular reports containing such qualification.
Comment 2. Please amend your disclosure regarding disagreements and
reportable events to specifically state the period from August 5, 2002 through
January 31, 2003, the fiscal year ended January 31, 2004, and the subsequent
interim period from February 1, 2004 to November 8, 2004, the date of dismissal.
See Item 304(a)(1)(iv) of Regulation S-B for guidance.
Response. In response to the above comment, we have amended our Form
8-K to specifically state the period from August 5, 2002 through January 31,
2003, the fiscal year ended January 31, 2004 and the subsequent interim period
from February 1, 2004 to November 8, 2004.
Comment 3. To the extent that you make changes to the Form 8-K to
comply with our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees with the
statements made in your amended Form 8-K.
Response. In response to the above comment, we have obtained and have
filed an updated Exhibit 16 letter from our former accountant, Kabani & Company,
stating that it agrees with the statements made in our amended Form 8-K.
The Company acknowledges that it is responsible for the adequacy and
accuracy of the disclosure in its filings with the Commission; that staff
comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action
with respect the filing; and the Company may not assert staff comments as a
defense in any proceeding initiated by the Commissioner or any person under the
federal securities laws of the United States.
Sincerely,
/s/ John Chen
-----------------------------
John Chen
Chief Financial Officer
American Construction Company
4340 East Charlestown Avenue
Phoenix, Arizona 85032