SEC – ‘UPLOAD’ from 3/28/06 re: Houseraising, Inc. – ‘LETTER’

On:  Tuesday, 3/28/06, at 3:17pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  10/25/06   ·   Accession #:  0-6-14780

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    17K 

Document Table of Contents

March 28, 2006                                                                  

By facsimile to (704) 536-0928 and U.S. Mail                                    

Mr. Gregory J. Wessling                                                         
Chairman and Chief Executive Officer                                            
HouseRaising, Inc.                                                              
4801 East Independence Boulevard, Suite 201                                     
Charlotte, NC 28212                                                             

Re:     HouseRaising, Inc.                                                      
Preliminary Information Statement on Schedule 14C               
Filed March 15, 2006                                            
Annual Report on Form 10-KSB for the fiscal year ended          
December                                                                        
31, 2004                                                                        
and Subsequent Exchange Act Reports                             
File No. 0-50701                                                

Dear Mr. Wessling:                                                              

We limited our review of your filings to those issues that we   
have addressed in our comments.  Where indicated, we think that                 
you                                                                             
should revise the documents in response to the comments.  If you                
disagree, we will consider your explanation why a comment is                    
inapplicable or a revision is unnecessary.  Be as detailed as                   
necessary in your explanation.  To understand better your                       
disclosure,                                                                     
we may ask you in some comments to provide us supplemental                      
information.  We may raise additional comments after reviewing                  
this                                                                            
information.                                                                    

Our review`s purpose is to assist you in your compliance            
with                                                                            
applicable disclosure requirements and to enhance the overall                   
disclosure in your documents.  We look forward to working with you              
to                                                                              
achieve these objectives.  We welcome any questions that you may                
have                                                                            
about the comments or any other aspect of our review.  You may                  
call                                                                            
us at the telephone numbers listed at the end of this letter.                   

Pre14C                                                                          

1. Your preliminary information statement omits the audit                       
committee                                                                       
report required by Item 306(d) of Regulation S-B.  Please revise.               

10-KSB                                                                          

Item 8A.  Controls and Procedures                                               

2. We note your statement that "A control system, no matter how                 
well                                                                            
developed and operated, can provide only reasonable, but not                    
absolute                                                                        
assurance that the objectives of the control system are met.                    
Please                                                                          
revise to state clearly, if true, that your disclosure controls                 
and                                                                             
procedures are designed to provide reasonable assurance of                      
achieving                                                                       
their objectives and that your principal executive officer and                  
principal financial officer concluded that your disclosure                      
controls                                                                        
and procedures are effective at that reasonable assurance level.                
Alternatively, remove the reference to the level of assurance of                
your                                                                            
disclosure controls and procedures.  See section II.F.4 of Release              
No. 33-8238.                                                                    

3. We note your statement that your chief executive officer and                 
your                                                                            
chief financial officer concluded your disclosure controls are                  
effective to ensure that material information relating to                       
HouseRaising is made known to management.  It does not appear that              
your chief executive officer and your principal financial officer               
reached a conclusion that your disclosure controls and procedures               
are                                                                             
effective.  Please amend the 10-KSB to address your certifying                  
officers` conclusions on the effectiveness of your disclosure                   
controls and procedures.                                                        

8-K dated August 4, 2005 and filed August 10, 2005                              

4. Tell us why you did not file financial statements, including                 
pro                                                                             
forma financial information, for the acquisition.                               

Closing                                                                         

As appropriate, amend the filings and respond to these          
comments                                                                        
within 10 business days.  Alternatively, tell us within 10                      
business                                                                        
days when you will provide us a response.  To expedite our review,              
HouseRaising may wish to provide us three marked courtesy copies                
of                                                                              
the amendments.  Include with the filings any supplemental                      
information requested and a cover letter tagged as correspondence               
that keys the response to the comments.  If HouseRaising thinks                 
that                                                                            
compliance with the comments is inappropriate, provide the basis                
in                                                                              
the letter.  We may have                                                        

additional comments after review of the amendments, the responses               
to                                                                              
the comments, and any supplemental information.                                 

We urge all persons responsible for the accuracy and adequacy   
of                                                                              
the disclosure in the filings reviewed by us to ensure that they                
have                                                                            
provided all information investors require for an informed                      
decision.                                                                       
Since HouseRaising and its management are in possession of all                  
facts                                                                           
relating to the disclosure in the filings, they are responsible                 
for                                                                             
the adequacy and accuracy of the disclosures that they have made.               

When responding to our comments, provide a written statement        
from HouseRaising in which HouseRaising acknowledges that:                      

* HouseRaising is responsible for the adequacy and accuracy of the              
disclosure in the filings.                                                      

* Our comments or changes to disclosures in response to our                     
comments                                                                        
do not foreclose the Commission from taking any action on the                   
filings.                                                                        

* HouseRaising may not assert our comments as a defense in any                  
proceedings initiated by the Commission or any person under the                 
United States` federal securities laws.                                         

The Commission`s Division of Enforcement has access to all      
information that HouseRaising provides us in our review of the                  
filings or in response to our comments on the filings.                          

You may direct questions on comments and disclosure issues to   
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202)               
551-3767.                                                                       

Very truly yours,                                                               

Jennifer R. Hardy                                                           

Legal Branch Chief                                                              

cc:     Ms. Christine M. Carriker                                               
Secretary/Treasurer                                             
HouseRaising, Inc.                                              
4801 East Independence Boulevard, Suite 201                     
Charlotte, NC 28212                                             

Mr. Gregory J. Wessling                                                         
March 28, 2006                                                                  
Page 1                                                                          

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

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		10/25/06		CORRESP,  UPLOAD
Filed on:		3/28/06		UPLOAD
		3/15/06		PRE 14C,  UPLOAD
		8/10/05		4,  8-K,  UPLOAD
		8/4/05		8-K,  UPLOAD
		12/31/04		10KSB,  10KSB/A
				List all Filings

1 Previous Filing that this Filing References

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

 3/15/06  Houseraising, Inc.                PRE 14C     3/15/06    1:252K                                   Toppan Merrill/FA