ROBERT BRANTL, ESQ.
322 4TH STREET
BROOKLYN, NY 11215-2805
718-768-6045
718-965-4042 (FAX)
May 25, 2006
Via EDGAR and fax
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Carlton Tartar
Assistant Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Carbon Jungle, Inc.
Item 4.01 Form 8-K
Filed 5/2/06
File No. 333-58188
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Dear Mr. Tartar:
I am counsel to Carbon Jungle, Inc. I am writing in response to your
letter to Bo Linton, President of Carbon Jungle, Inc., dated May 3, 2006. The
Staff's comments that were set forth in your letter are repeated below in
italics.
1. Please correct the commission file number on the cover page of your
filing. Also, it appears that the name of the company and contact
address has recently changed. Please submit the corrected information
on the appropriate EDGAR form. Information for EDGAR filers is
available at www.sec.gov.
1. Carbon Jungle is today filing an amendment to the Current Report on
Form 8-K dated April 21, 2006. As requested, the commission file number has
been corrected on the cover of the amended filing. In addition, as requested,
Carbon Jungle has updated the Form ID information in the EDGAR database.
2. We note the second paragraph of your disclosure. The meaning of the
"except for" reference to your prior 10KSB filing is unclear, and it
appears that the filing date is incorrect. Please revise your
disclosure to clearly state the periods that were audited by the
former accountant, and then address whether the former accountant's
report on the financial statements for either of the past two years
contained an adverse opinion, a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles; and to describe 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. Please revise your
disclosure accordingly.
2. As requested, the amended filing contains the disclosure regarding
prior opinions required by Item 304(a)(1)(ii) of Regulation S-B.
3. Item 304(a)(l)(iv)(A) of Regulation S-B requires you to disclose
whether during the registrant's two most recent fiscal years and any
subsequent interim period through the date of resignation, declination
or dismissal there were any disagreements, resolved or not, with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its reports. Please
revise your disclosure accordingly.
3. As requested, the amended filing contains the disclosure required by
Item 304(a)(1)(iv)(A) of Regulation S-B.
4. Please obtain and file an Exhibit 16 letter from the former
accountants stating whether the former accountant agrees with your
revised Item 304 disclosures, or the extent to which the accountant
does not agree.
4. As requested, an Exhibit 16 letter from the former accountants has been
filed with this amended 8-K.
Yours
/s/ Robert Brantl
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Robert Brantl
ACKNOWLEDGEMENT
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The undersigned, as President of Carbon Jungle, Inc., hereby acknowledges
that:
- - Carbon Jungle, Inc. is responsible for the adequacy and accuracy of the
disclosure in the filing;
- - 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
- - Carbon Jungle, Inc. 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
/s/ Bo Linton
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Bo Linton, President
RB:rk