LANG MICHENER LLP
LAWYERS - PATENT & TRADE MARK AGENTS
Vancouver 1500 - 1055 West Georgia Street, P. O. Box 11117
Toronto Vancouver, British Columbia, Canada V6E 4N7
Ottawa Telephone (604) 689-9111
Facsimile (604) 685-7084
File Number: 57532-0018-Letters
Web site: www.langmichener.com
Direct Line: (604) 691-7445
Direct Fax Line: (604) 893-2679
E-Mail: tdeutsch@lmls.com
August 8, 2008
FILED AS CORRESPONDENCE ON EDGAR AND FAXED
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
U.S.A., 20549-7010
MAIL STOP 6010
ATTENTION: MR. JIM B. ROSENBERG, SENIOR ASSISTANT CHIEF ACCOUNTANT
Dear Mr. Rosenberg:
Re: NATURALLY ADVANCED TECHNOLOGIES INC. (THE "COMPANY")
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2007
FILE NO. 000-50367
RESPONSE TO SEC COMMENT LETTER DATED JULY 22, 2008
We are counsel for the above-referenced Company and we are pleased to
respond, on behalf of the Company, to the comments of the reviewing staff (the
"Staff") of the Securities and Exchange Commission (the "SEC") as set forth in
the SEC's comment letter of July 22, 2008 in this matter (the "SEC Letter").
The following, therefore, we confirm, are responses addressing only the
Staff's comments in the SEC Letter. We also confirm that the comments of Staff
are in ITALICS below while the Company's responses follow in BOLD.
As a preliminary statement we thank both you and the remaining Staff
very much for the opportunity of working with you in connection with this
matter.
Staff Comment:
IT DOES NOT APPEAR THAT YOUR MANAGEMENT HAS PERFORMED ITS ASSESSMENT OF INTERNAL
CONTROL OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2007. SINCE YOU WERE
REQUIRED TO FILE OR FILED AN ANNUAL REPORT FOR THE PRIOR FISCAL YEAR, IT APPEARS
YOU ARE REQUIRED TO REPORT ON YOUR MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL
OVER FINANCIAL REPORTING.
Page 2
IF YOUR MANAGEMENT HAS NOT YET PERFORMED ITS ASSESSMENT, WE ASK THAT YOU
COMPLETE YOUR EVALUATION AND AMEND YOUR FILING WITHIN 30 CALENDAR DAYS TO
PROVIDE THE REQUIRED MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING.
Response: WE THANK THE STAFF FOR ITS COMMENT IN THIS REGARD AND WE
HEREBY CONFIRM, ON BEHALF OF THE COMPANY, THAT THE COMPANY'S
MANAGEMENT DID, IN FACT, PERFORM AN ASSESSMENT OF INTERNAL
CONTROL OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2007, BUT
THE COMPANY INADVERTENTLY FAILED TO REPORT ON MANAGEMENT'S
ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE SEC
ON APRIL 11, 2008. AS SUCH, THE COMPANY HAS PREPARED AND FILED
AN AMENDED ANNUAL REPORT ON FORM 10-KSB IN ORDER TO PROVIDE
THE REQUIRED REPORT.
Staff Comment:
IN ADDITION, PLEASE CONSIDER WHETHER MANAGEMENT'S FAILURE TO PERFORM OR COMPLETE
ITS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING IMPACTS ITS CONCLUSIONS
REGARDING THE EFFECTIVENESS OF YOUR DISCLOSURE CONTROLS AND PROCEDURES AS OF THE
END OF THE FISCAL YEAR COVERED BY THE REPORT AND REVISE YOUR DISCLOSURE AS
APPROPRIATE.
Response: WE THANK THE STAFF FOR ITS COMMENT IN THIS REGARD AND WE
HEREBY CONFIRM, ON BEHALF OF THE COMPANY, THAT THE COMPANY HAS
PROVIDED DISCLOSURE IN ITS AMENDED 10-KSB AS FILED WITH THE
SEC TO INDICATE THAT MANAGEMENT HAS CONCLUDED THAT THE
COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES WERE NOT
EFFECTIVE IN THAT ALTHOUGH MANAGEMENT PERFORMED AN ASSESSMENT
OF INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR
ENDED DECEMBER 31, 2007, THE COMPANY INADVERTENTLY FAILED TO
REPORT ON MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER
FINANCIAL REPORTING IN ITS ANNUAL REPORT ON FORM 10-KSB AS
FILED WITH THE SEC ON APRIL 11, 2008.
Staff Comment:
FINALLY, WE NOTE THAT YOU FILED YOUR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER CERTIFICATIONS UNDER ITEM 601(B)(31) OF REGULATION SB. PLEASE
REVISE THESE CERTIFICATIONS TO INCLUDE THE INTRODUCTORY LANGUAGE OF PARAGRAPH 4
AND THE LANGUAGE OF PARAGRAPH (4)(B) OF ITEM 601(B)(31) OF REGULATION SB.
Response: WE THANK THE STAFF FOR ITS COMMENT IN THIS REGARD AND WE
HEREBY CONFIRM, ON BEHALF OF THE COMPANY, THAT THE COMPANY HAS
MADE THE REQUIRED REVISIONS TO THE CERTIFICATIONS OF THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL EXECUTIVE
OFFICER, AND SUCH REVISED CERTIFICATIONS HAVE BEEN EXECUTED BY
SUCH OFFICERS AND HAVE BEEN INCLUDED WITH THE COMPANY'S
AMENDED 10-KSB AS FILED WITH THE SEC.
Page 3
Staff Comment:
IN CONNECTION WITH RESPONDING TO OUR COMMENTS, PLEASE PROVIDE, IN WRITING, A
STATEMENT FROM THE COMPANY ACKNOWLEDGING THAT:
o THE COMPANY IS RESPONSIBLE FOR THE ADEQUACY AND ACCURACY OF THE DISCLOSURE
IN THE FILING;
o 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; AND
o THE COMPANY 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.
Response: WE THANK THE STAFF FOR ITS COMMENT IN THIS REGARD AND WE
HEREBY CONFIRM, ON BEHALF OF THE COMPANY, THAT THE COMPANY HAS
PROVIDED SUCH A STATEMENT, WHICH STATEMENT IS INCLUDED AS AN
ATTACHMENT TO THIS RESPONSE TO THE SEC LETTER.
We hope and trust that each of the foregoing is now clear and
satisfactory in response to each of the Staff's comments as contained in the SEC
Letter, however, should the Staff have any further questions or concerns in
respect of any of the same, please do not hesitate to immediately contact the
writer at any time.
On behalf of the Company we sincerely thank and appreciate the SEC's
attention to and ongoing cooperation in this matter, and we remain,
Yours very truly,
/s/ THOMAS J. DEUTSCH
_________________________
Thomas J. Deutsch
for LANG MICHENER LLP
ec: The Company
ec: Dale Matheson Carr-Hilton LaBonte
fax: Jim Peklenk, Staff Accountant
SEC, Division of Corporation Finance
Fax No.: (202) 772-9217
NATURALLY ADVANCED TECHNOLOGIES, INC.
1008 HOMER STREET, SUITE 402
VANCOUVER, BC CANADA V6B 2X1
August 7, 2008
MAILSTOP: 6010
The United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549-7010
NATURALLY ADVANCED TECHNOLOGIES, INC. (THE "COMPANY")
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2007
FILE NO. 000-50367
In connection with responding to the Staff's letter of July 22, 2008, the
Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o 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; and
o the Company 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.
Yours truly,
NATURALLY ADVANCED TECHNOLOGIES, INC.
/s/ GUY PREVOST
_______________________________
Name: Guy Prevost
Title: Chief Financial Officer