Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
----------
Email: CassidyLaw@aol.com
Telephone: 949/673-4510 Fax: 949/673-4525
March 4, 2016
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Amendment No. 1 to
Burney Hill Acquisition Corporation
File No. 000-55559
Mesdames/Gentlemen:
I attach for filing Amendment No. 1 to the Burney Hill
Acquisition Corporation registration statement on Form 10-12g.
The following responses address the comments of the reviewing
staff of the Commission as set forth in a comment letter dated
February 3, 2016 (the "Comment Letter"). The comments in the Comment
Letter are sequentially numbered and the answers set forth herein
refer to each of the comments by number and by citing the location
of each response thereto in the Registration Statement.
General
1. The Staff's comment is noted and each registration statement
has been amended in accordance with the relevant comment.
Item 1. Business
2. The Staff comment relates to Orders issued against Messrs.
Cassidy and McKillop in 2001. The Registrant believes that
such disclosure is no longer required by the Rules.
Recent Blank Check Companies
3. After the change in control with new management is effected,
Messrs. Cassidy and/or McKillop no longer have any control of
the company that has changed control and neither is privy to
any information other than that generally available to the public.
Neither Messrs. Cassidy nor McKillop can accurately disclose the
information requested in this comment. At the time of the change
of control, Tiber Creek provides new management with information
about company filings and director and officer responsibilities to
complete and make timely filings. Tiber Creek assists clients in
meeting initial reporting requirements. This is similar to law
firms that prepare, file, and see to effectiveness, registration
statements for clients, such law firms are frequently not engaged
as counsel to continue with the legal work pursuant to the
reporting requirements of the Securities Exchange Act of 1934.
Disclosure appears as a risk factor and at the beginning of
the section entitled "Recent Blank Check Companies" regarding
reporting as a public company and the failure of many companies
to maintain such reporting. Messrs. Cassidy and McKillop
through Tiber Creek work with many companies, some start-up and
others on-going, that wish to become public companies. Messrs.
Cassidy and McKillop believe that companies deserve the opportunity
and have the right for such opportunity to become a public company.
Although they counsel management of these companies on the requirements,
disclosure, expense and limitations that being a public company
encompasses they cannot pre-determine which of these companies will be
able or not to meet the obligations thereby imposed. Again, this is
similar to a law firm which prepares and sees to effectiveness a
registration statement pursuant to the Securities Act of 1933. That
law firm cannot predict which of these companies may or may not
continue with timely public reporting particularly if not then engaged
for work pursuant to the Securities Exchange Act of 1934.
Through Tiber Creek Corporation, services provided to a company
include initial general corporate overview, assistance with honing
the private company business plan, assistance in effecting a business
combination to reincorporate as Delaware company, filing a resale
registration statement, assistance with filing a Form 15c211 and
introductions to the brokerage community. Fees paid to Tiber Creek
are a fee for a myriad of negotiated services and any disclosure
of such fees paid would be misleading as the fees are not generally
comparable. No compensation is transaction based.
4. The disclosure has been corrected so that the disclosure relates only
to companies in which Messrs. Cassidy or McKillop have been involved
within the past five years.
Financial Statements
General
5. Disclosure has been added and appears under Note 4 "Subsequent Event" on
page 8 of the notes to the financial statements.
Notes to Financial Statements
Note 1
Basis of Presentation
6. Disclosure has been added to the section "Basis or Presentation" and
appears beginning on page 6 of the notes to the financial statements.
Sincerely,
/s/ Lee Cassidy
Cell phone: 202-415-3563