corresp.htm
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LaPolla
Industries, Inc.
Intercontinental
Business Park
15402
Vantage Parkway East, Suite 322
Houston,
Texas 77032
281.219.4700
Fax
281.219.4710
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July
16,
2007
File
No. 1-31354
Attn: Jeffrey
Gordon
Staff
Accountant
Division
of Corporation Finance
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549-7010
Re:
Response
to Comment Letter dated July 16, 2007 concerning Form 8-K Item 4.01 filed July
13, 2007
Dear
Mr.
Gordon:
We
are in
receipt of your comment letter dated July 16, 2007 relating to our Form 8-K
dated July 10, 2007 filed with the Commission on July 13, 2007 and in response
thereto have amended our Form 8-K to state more clearly that our former
accountant was dismissed and obtained and filed an updated Exhibit 16 letter
from our former accountant stating that the accountant agrees with the
statements made in our revised Form 8-K.
Comment
No. 1
Please
amend your Form 8-K to state whether the former accountant resigned, declined
to
stand to re-election or was dismissed, and the specific date, as required by
Item 304(a)(1)(i) of Regulation S-K. It is not sufficient to state
that you replaced your independent accountant.
Response
No. 1
A. We
added an introductory paragraph for investors to understand why we are amending
our Form 8-K as follows:
“INTRODUCTORY
PARAGRAPH
We
are
amending our Form 8-K dated July 10, 2007 originally filed on July 13, 2007
to
clarify certain wording brought to our attention by the SEC relating to our
disclosure of the change in our certifying accountant pursuant to Item
304(a)(1)(i) of Regulation S-K. In Section 4, Item 4.01(a), of our original
filing, we used the words “replaced” and “dismissal” when “dismissed” and
“dismissal” would have been clearer. We have modified our disclosure accordingly
below.”
B. We
have revised the language in Section 4, Item 4.01(a) to read more clearly as
follows:
“(a) Dismissal
of Independent Accountant
On
July
12, 2007, we dismissed our independent accountant,
Baum & Company, P.A. (“Baum”), and engaged a new
larger firm to handle our growing needs. See (b) below
for information on our new independent accountant. For the past two years,
Baum
did not issue a report on the Company’s financial statements containing an
adverse opinion or a disclaimer of opinion, or qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change
accountants was recommended and approved by the Audit Committee, which action
was ratified and approved by the Board of Directors. There were no disagreements
or reportable events between the Company and Baum during the two most recent
fiscal years and any subsequent interim periods preceding such
dismissal.”
Comment
No. 2
To
the
extent you make changes to the Form 8-K to comply with our comments, please
obtain and file an updated Exhibit 16 letter from the former accountants stating
whether the accountant agrees with the statements made in your revised Form
8-K.
Response
No. 2
We
have
received an updated letter from our former accountant stating that the
accountant agrees with the statements made in our revised Form 8-K and included
it in our amended Form 8-K filed with the Commission.
In
connection with our response to the Commission’s comments, please be advised
that the Company hereby acknowledges that:
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the
Company is responsible for the adequacy and accuracy of the disclosure
in
the filings;
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Staff
comments or changes to disclosure in response to Staff comments
in the
filings reviewed by the Staff do not foreclose the Commission from
taking
any action with respect to the filing;
and
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the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under federal securities
laws of
United States.
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If
you
have any questions or concerns, please do not hesitate to contact us at your
convenience.
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Very
Truly Yours,
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LAPOLLA
INDUSTRIES, INC.
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By:
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/s/
Douglas J. Kramer, CEO
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Douglas
J. Kramer
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CEO
and President
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