April 13, 2007
Ms. Maureen Bauer
Staff Accountant, Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Aftersoft Group, Inc.
Amendment No. 6 to Form 8-K
Dear Ms. Bauer:
As requested in your comment letter dated April 3, 2006 regarding Aftersoft
Group, Inc.'s (the "Company") Amendment No. 5 to Item 4.02 Form 8-K filed March
17, 2006, we are providing the following supplemental explanations to the
response letter to the Commission dated April 13, 2007 prepared by L. Stephen
Albright, Esq. ("the Response Letter").
First of all, please note that our firm changed its legal name from "Corbin &
Company, LLP" to "KMJ Corbin & Company LLP," which was approved by the Public
Company Accounting Oversight Board ("PCAOB") in March 2007.
Regarding comment No. 1, based on numerous discussions with Company management,
we agree with the disclosure in the Response Letter relating to the reasons for
the premature filing of the financial statements in the Form 8-K on December 30,
2005. We also agree with the disclosure relating to "the independence issue" as
it relates to our firm and how "the independence issue" caused a delay in the
Company's closing of its books in anticipation of the audits performed by us.
We agree with the response to comment No. 2 as contained in the Response Letter
that the Company did not restate its final June 30, 2005 and 2004 audited
financial statements or its final September 30, 2005 and 2004 unaudited interim
statements that were first filed by the Company in an amended 8-K filing dated
February 1, 2006. Therefore, we did not refer to any restatements in our report.
Regarding comment No. 3, as disclosed in the Response Letter, we never intended
to rely on the work of other auditors in our June 30, 2005 and 2004 audits of
the Company. The erroneous "Report of Independent Registered Accounting Firm"
included in the December 30, 2005 Form 8-K filing was not drafted by us, and, as
previously reported to the Commission in various amended 8-K filings, was not
issued by us for inclusion in the 8-K filing at that time. This erroneous
inclusion is what caused us to communicate to the Company in the first place via
e-mail on December 30, 2005 that the report included in the December 30, 2005
Form 8-K was not included with our permission.
Ms. Maureen Bauer
April 13, 2007
Page 2
In accordance with the standards of the PCAOB (United States), we performed
sufficient audit work at the various locations of the Company to not require
placing reliance on the work of other auditors for the audits of the Company at
June 30, 2005 and for each of the years in the two-year period then ended, as
indicated in our report dated January 27, 2006.
As discussed in the Response Letter to comments No. 4 and 5, we further
supplementally confirm to the Commission that we determined Hart Shaw to be
independent of Aftersoft for PCAOB purposes for the periods presented where we
used the staff of Hart Shaw to perform certain PCAOB audit procedures as part of
the Aftersoft audits.
Please feel free to contact Kendall Merkley, managing partner, if you need
additional information related to this matter.
Sincerely,
/s/ KMJ Corbin & Company LLP
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KMJ Corbin & Company LLP
(formerly Corbin & Company, LLP)
Irvine, California