SEC – ‘UPLOAD’ from 10/25/04 re: 3CI Complete Compliance Corp – ‘LETTER’

On:  Monday, 10/25/04, at 5:39pm ET   ·   Private-to-Public:  Document ¶ — Delayed-and-Released:  5/13/05   ·   Accession #:  0-4-34277

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Delayed-and-Released Comment Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER    ¶ 3Ci Item 4 8-K Filed 10/19/04 Comment Ltr Thompson     2±    11K 


October 25, 2004                                                                

Mr. Matt Peiffer                                                                
3CI Complete Compliance Corporation                                             
1517 W. North Carrier Parkway, Suite 104                                        
Grand Prairie, TX 75050                                                         

RE:     Form 8-K Item 4 filed October 19, 2004                                  
File # 001-11097                                                

Dear Mr. Peiffer:                                                               

We have reviewed your filing and have the following comments.  Where            
indicated, we think you should revise your documents 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 supplemental                    
information so we may better understand your disclosure.  After                 
reviewing this information, we may or may not 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 on any other aspect of             
our review.  Feel free to call us at the telephone number listed at             
the end of this letter.                                                         

1. Revise the third paragraph of your Item 4 Form 8-K to clarify that           
there were no disagreements in the subsequent interim period through            
the date of dismissal (or through October 18, 2004).  We believe it is          
important to clarify to your readers the period covered by the phrase           
"subsequent interim period."                                                    

2. Supplementally confirm to us, if true, that during your two most             
recent fiscal years and the subsequent interim period through October           
18, 2004, you (or someone on your behalf) did not consult Weaver and            
Tidwell, LLP regarding either the application of accounting principles          
to a specified transaction, either completed or proposed, or the type           
of audit opinion that might be rendered on your financial statements,           
or any matter that was either the subject of a disagreement or a                
reportable event, as those terms are defined in Item 304(a)(1)(iv) and          
(v) of Regulation S-K.  You may wish to provide this disclosure in              
your amended Form 8-K as it provides important information to your              
readers.                                                                        

3.                                                                              
To the extent that you make changes to the Form 8-K to comply with our          
comments, please obtain and file an updated Exhibit 16 letter from              
your former accountant stating whether the accountant agrees with the           
statements made in your amended Form 8-K.  File the amendment under             
cover of Form 8-KA and include the ITEM 4.01 designation.  File the             
updated letter from the former accountant as Exhibit 16.                        

*****                                                                           

We urge all persons who are responsible for the accuracy and adequacy           
of the disclosure in the filings reviewed by the staff to be certain            
that they have provided all information investors require.  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 filings;                                                      
* 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               
* 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.                                                        

Please file your supplemental response via EDGAR in response to these           
comments within 5 business days of the date of this letter.  Please             
note that if you require longer than 5 business days to respond, you            
should contact the staff immediately to request additional time.  You           
may wish to provide us with marked copies of each amended filing to             
expedite our review.  Direct any questions regarding the above to the           
undersigned at (202) 824-5259.                                                  

Sincerely,                                                                      

Jennifer Thompson                                                               
Staff Accountant                                                                
Mr. Peiffer                                                                     
October 25, 2004                                                                
Page 2                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0404                                                     

DIVISION OF                                                       
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Publicly Released on:		5/13/05		10-Q,  UPLOAD
Filed on:		10/25/04		UPLOAD
		10/19/04		8-K,  UPLOAD
		10/18/04		8-K,  8-K/A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/19/04  3CI Complete Compliance Corp.     8-K:4,9    10/18/04    2:34K                                    Toppan Merrill/FA