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January 24, 2008
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
RE: Sparta Surgical Corporation
Forms 10-KSB For the Fiscal Year Ended February 28, 2006 and 2007
File Number 1-11047
Attn: Eric Atallah, Staff Accountant
Division of Corporation Finance
Dear Mr. Atallah:
In response to the Staff's comment letter to us dated September 4,
2007, please be advised as follows:
1. We have included in Item 8 of the subject Annual Report on Form
10-KSB for the year ended February 28, 2007 the information required by Item 304
of Regulation S-B relating to our change of accountants. As indicated in our
telephone conversation with you, the prior accounting firm went out of business
a number of years ago, and we are unable at this time to obtain a confirming
letter with respect to the fact that we represent there have been no
disagreements as to accounting policies or practices, financial statement
disclosure or auditing scope or procedures with the prior auditors. We hope this
is satisfactory to the Staff.
2. We have included as Exhibit 99.1 the opinion of Boutin Dentino with
respect to the statute of limitations issue. We have also included their consent
in Exhibit 23.1.
3. We have inserted appropriate disclosure with respect to our
reorganization under Chapter 11 of the U.S. Bankruptcy Code in Item 3 and in
Item 6.
4. As indicated above, we have disclosed the filing of our petition for
reorganization under the U.S. Bankruptcy Code in Items 3 and 6 of the subject
Form 10-KSB. In addition, under Item 7, we have revised the financial statements
reporting by the entities in reorganization under Bankruptcy of Code as
contained in paragraphs .20 - .34, of SOP 90-7.
5. The revolving credit facility in the amount of $100,000 was provided
to us and our subsidiary by our two principal stockholders, Messrs. Reiner and
Agron. Advances have been accounted for as liabilities and so indicated on our
balance sheets.
6. The convertible note is due in February 2008, not February 2007,
which was a typographical error. We apologize for this error.
7. See our response to comment 2 above.
8. We have revised the disclosure to eliminate the words "and timely
alerting them to material information related to the Company required to be
included in our periodic SEC filings."
9. We believe that our disclosure controls and procedures are adequate
while we are in Chapter 11 proceedings because (i) we have had an extremely
small amount of transactions and operations, (ii) we believe our Chief Executive
Officer/Chief Financial Officer is capable of adequately addressing our internal
controls, and (iii) we have had the assistance of our bankruptcy counsel and our
bankruptcy trustee in connection with the preparation of regular periodic
reports to the Bankruptcy Court disclosing our financial condition.
10. We have revised the certifications pursuant to the Staff's
comments.
Very truly yours,
/s/ Allan Korn
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Allan Korn
Chief Executive Officer
SPARTA SURGICAL CORPORATION
5445 DTC Parkway, Suite 520
Greenwood Village, CO 80111
848-391-2893
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