December 27, 2005
Henry Fong
Chief Executive Officer
Inhibiton Therapeutics, Inc.
7315 East Peakview Avenue
Englewood, Colorado 80111
Re: Inhibiton Therapeutics, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed February 24, 2005
Form 10-QSB for Fiscal Quarters Ended March 31, 2005 and July 31,
2005
Filed May 16, 2005 and September 21, 2005
File No. 333-57946
Dear Mr. Henry Fong
We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Financial Statements
Report of Independent Registered Public Accounting Firm, page 16
1. We were not able to locate Richard Hawkins as registered with
the
PCAOB. Additionally we note your auditor`s report does not
include
signature or the city or state of your auditor as required by Rule
2-
02 of Regulation S-X. Finally your auditor`s report is dated
January
25, 2004 although the period covered is as of December 31, 2004.
Please amend your filing to provide and audit report that has been
conducted by an independent accountant registered with the PCAOB
and
that meets all the requirements of Rule 2-02 of regulation S-X.
Form 10-QSB for the Fiscal Quarter Ended October 31, 2005
2. We note your disclosure in your 8-K filed August 4, 2005,
regarding your convertible promissory notes that do not appear to
be
conventional convertible. Refer to paragraph 4 of EITF 00-19 and
to
EITF 05-02. Please address the following:
* Explain in detail how you considered the provisions of SFAS 133
and
00-19 in accounting for the embedded conversion option associated
with your debt instruments. In this regard, it may not be
appropriate
to apply EITF 00-27 and 98-5 if your conversion option meets the
definition of a derivative.
* Specifically address whether shares issued upon conversion of
your
debt are subject registration rights.
* In the event you determine that SFAS 133 and 00-19 would apply,
please provide us with your analysis of the accounting impact on
your
financial statements from bifurcating the value of your embedded
conversion option.
* Please provide us with copies for your convertible debt
agreements
and any related agreements
Item 3, Controls and Procedures, page F-9
3. You state that there were no "significant changes" in your
"internal controls" and no factors that could "significantly
affect"
these controls subsequent to the date of their evaluation.
However,
Item 308(c) of Regulation S-B requires that you disclose any
change
in the registrant`s "internal control over financial reporting"
identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during
the
fiscal period that has "materially affected, or is reasonably
likely
to materially affect, the registrant`s internal control over
financial reporting." Please revise your disclosure accordingly.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3683 with any other
questions.
Sincerely,
Jill S. Davis
Branch Chief
??
??
??
??
Mr. Henry Fong
Chief Executive Officer
December 27, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010