CUTLER LAW GROUP
Attorneys at Law M. Richard Cutler, Esq.*
3355 W. Alabama Ste. 1150 M Gregory Cutler, Esq.**
Houston, Texas 77098
Tel (713) 888-0040 Fax (800) 836-0714 *Admitted in California & Texas
www.cutlerlaw.com **Admitted in Florida
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March 18, 2010
Kevin W. Vaughn, Branch Chief
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4561
Re: Prepaid Card Holdings, Inc.
Item 4.01 Form 8-K Filed January 31,2011
File No. 000-53270
Mr. Vaughn,
This letter accompanies Amendment No. 1 to the Item 4.01 8-K filed March
18, 2011. We are in receipt of your letter dated February 2, 2011 regarding the
above referenced Form 8-K. This letter contains responses to your comments.
Attached in the .pdf version filed herewith is a copy of the Amendment with
changes marked. This letter corresponds in part and number to the comments of
your letter.
1. We note your statement that Mr. Corso is unavailable and effectively was
not your auditor and, thus, you have not requested him to provide a letter
agreeing with the disclosures in this filing as required by Item 304(c) of
Regulation S-K. In lieu of a letter of agreement from Mr. Corso, and
because you were under the belief that you had hired the audit firm of
Gruber & Company to perform your independent audit work, please provide
Gruber & Company with the Item 4.01 disclosures included in this filing and
request a letter of agreement from them.
Please amend your Form 8-K to include the required letter from your former
auditor.
We have requested that Gruber & Company provide the required letter. We have
not to date received such a letter from Gruber & Company. If received, we will
file any such letter by amendment within 2 days of receipt of such letter.
We have also amended the 8-K to include this information.
2. We note from your disclosure that became aware of Mr. Corso's status (e.g.
that he was not a licensed accountant) in January 2010 and that you hired a
new independent accountant in January 2011. Further, note your response
included in correspondence filed with us on September 1, 2010 in which you
indicated that you would file audited financial statements for the fiscal
year ended 2009 as well as re-audited financial statements for the fiscal
year ended 2008 upon engagement of an independent auditor. We remind you of
your obligation to file audited financial statements for the fiscal years
ended 2008 and 2009.
We acknowledge the obligation to file audited financial statements for the
fiscalyears ended 2008 and 2009. We anticipate completing the audits and filing
the financial statements within the next two weeks, but in any case before the
end of April, 2011.
3. It appears that you have met the disclosure requirements of Item 4.02(b) of
Form 8-K. However, it does not appear that you have provided the
information required by Item 4.02(c). Please provide the Gruber & Company
with the Item 4.02 disclosures included in this filing and request a letter
of agreement from them. Please amend your Form 8-K to both file under Item
4.02 and to include the required letter from your former auditor.
We have amended the 8-K to include Item 4.02 disclosure. We have requested that
Gruber & Company provide the required letter. We have not to date received such
a letter from Gruber & Company. If received, we will file any such letter by
amendment within 2 days of receipt of such letter.
We have also amended the 8-K to include this information.
4. To the extent that the Item 4.02 reporting requirement was triggered in
January 2010 when you became aware of Mr. Corso's status (e.g. that he was
not a licensed accountant), it would appear that you became ineligible to
incorporate your financial statements by reference within any registration
statements (e.g. a Form S-3). Further, since you have not filed audited
financial statements for 2008 or 2009, your Form 10-K appears to be
materially deficient, which would also make you ineligible to incorporate
your financial statements by reference within any registration statements.
We acknowledge the deficiency of the 10-K and the delinquency of our 2008 and
2009 audited financial statements. We will consider those facts when making any
determination as to the availablility of incorporation by reference in any
future registration statements.
* * *
The Company and its management hereby acknowledge that:
- the company 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
- 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.
Prepaid Card Holdings, Inc.
By: \s\ Bruce A. Berman
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Bruce A. Berman
President
* * *
Please do not hesitate to contact our office should you have any questions
or concerns on this matter.
Very truly yours,
\s\ M Gregory Cutler
M Gregory Cutler
Cutler law Group