January 31, 2006
VIA MAIL & EDGAR
Mr. Michael Moran
Branch Chief
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mendocino Brewing Company, Inc.
Form 8-K filed December 8, 2005
Form 8-K filed January 12, 2006
File No. 001-13636
Dear Mr. Moran:
We have been asked by Mendocino Brewing Company, Inc. (the "Company") to
respond on its behalf to the matters included in your letter of comments dated
January 17, 2006.
We have used our best efforts to provide the following response to your
request as accurately and expeditiously as possible. We have also attached a
statement of the Company's President, Yashpal Singh, which includes certain
representations of the Company as requested in your letter. If you would like to
discuss any of the matters set forth herein; please contact me at your
convenience.
1. Your September 8, 2005 filing reported that Moss Adams would resign at a
future date; however, you have not filed an Item 4.01 Form 8-K amendment
to report the date that they ceased to be your auditor. Please file an
amendment to your September 8, 2005 filing to do so. Alternatively, we
would not object if you amended the January 12, 2006 filing to report
this information. We would expect the amended filing to state that there
were no disagreements or reportable events through the last day Moss
Adams acted as your principal accountant, if true. The amendment should
also include an undated letter from Moss Adams agreeing with the
disclosures or stating why they do not agree.
The Company has amended its Form 8-K originally filed on January 12,
2006 to report that Moss Adams ceased to be the Company's auditor as of
December 30, 2005 (the "Termination Date"). The amended Form 8-K also
reports that there were
Mr. Michael Moran
January 31, 2006
Page 2
no disagreements between the Company and Moss Adams through the Termination
Date, and includes a letter from Moss Adams agreeing with the disclosures
made in the amended filing.
Sincerely,
Sara Finigan
Cc: Yashpal Singh
STATEMENT OF PRESIDENT OF
MENDOCINO BREWING COMPANY, INC.
As President of Mendocino Brewing Company, Inc. (the "Company"), in
connection with the receipt of that certain letter of comment from Michael Moran
of the United States Securities and Exchange Commission (the "Commission"),
dated January 17, 2006, I hereby make the following statements on behalf of the
Company: The Company acknowledges and agrees that:
(1) The Company is responsible for the adequacy and accuracy of the
disclosure made in its filings under the Securities Exchange Act
of 1934, as amended, (the "Filings");
(2) Staff comments on the Filings or changes to disclosures
contained in any Filings in response to staff comments do not
foreclose the Commission from taking any action with respect to
the Filings; and
(3) The Company may not assert staff comments to the Filings or
Commission actions with respect to the Filings as a defense in
any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Mendocino Brewing Company, Inc.
Dated: January 31, 2006 /s/ Yashpal Singh
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Yashpal Singh, President and CEO