Subject:
|
Bio-Carbon Solutions International Inc
|
|
Form 8-K/A filed February 25, 2011
|
|
File No. 333-148546
|
|
1.
|
We note your response to comment one in our letter dated March 24, 2011 including a reiteration of the information found in your 8-K/A filed February 25, 2011. However, we do not believe the information addresses our prior comment. Please discuss how Mr. Wilkes came in contact with the company’s current management team and whether or not any third parties facilitated their transactions. In addition, please explain the reasons why Dr. Duchesne sold the Lacey license to Lacey Holdings and then reacquired it with your company. Please discuss the nature and amount of all consideration given or received between the company or its management and Lacey Holdings and 1776729 Ontario Corporation in connection with the license transfers. Please refer to Item 2.01(c) and (d) of Form 8-K.
|
|
2.
|
Please include a description of Dr. Duchesne’s and Mr. Cormier’s prior transaction with a publicly-reporting shell company that was renamed Bio-Carbon Systems International and explain why they abandoned their attempt to operate their business through that entity and instead entered into the transactions with Elemental Protective Coatings.
|
|
3.
|
We note your response to comment two in our letter dated March 24, 2011 including your reference to the Lacey Holdings license previously filed as an exhibit. However, please revise your disclosure to discuss specifically the material terms of this agreement including, but not limited to, payments, fees and other material terms.
|
|
4.
|
We note your response to comment six in our letter dated March 24, 2011. Please revise your disclosure to specifically address the requirements of Item 404 (d) of Regulation S-K with attention to related party transactions.
|
Yours truly,
|
![]() |
Luc C Duchesne
|
President and CEO
|
|
·
|
The Company is responsible for the adequacy and accuracy of the disclosure in its reports and other filings with the Securities and Exchange Commission;
|
|
·
|
Comments from staff of the Securities and Exchange Commission or changes to disclosure in response to those comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filings made with the Securities and Exchange commission; 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.
|
By::
|
![]() |
Name: Luc C Duchesne
|
|
Title: President and CEO
|
!X'@>#5ESNX'K+NC
M>>JW20O,BY."T\3\P*JE^['SF@IR4),]F;##?=3%,X'O$)#9TS=(F'Z!ILP4
MAOMO#@(;3?`\#P/`\#P/`\#P/`\#P/`\%*^R>8N$-?H\[J/:^!87IE9RNI34
MT_O.H9M!6J?I]3BFKN2EBPE@&)=V]BW^T*I@:QZH*+JG^DB9U#@`AK\Z<_7E
MPY?=7XCXSS7DWGZDUF,V4_;&I-J+E-$J:T1F_/B'VXEK-%AX5A(N%-=V6\UZ
M&<)NCF"2@VLPD8#@@8"!N]D;)7HB3@(66GH:+F+6\>Q]6B9&48LI.RR$;%O9
MR180#!RNF[F7K"$CG#Q9)L10Z35!14P`F0Q@#NO`\#P/`\%+N_-SN6%G"L5%5/ID=DZ3M-RP/-ILS0Y/QU
M?[%S'.[^B10/B8BME*8/I$@?$(M_=KVA6^-.-XUQ-QU^GWG1NXY%R\RJ^2(D
M>ZY8:]J5A^.JQV7Q_P"2R7<7U[CT-/-84Z:R)T9ART,50A_H'P2I^O#`*KPY
MR#.SNA5'->;GN@V_3.JMPID`Y@*[E^&N[XHG+DS]"2:(Q5;:P&(YA"0];<2!
M`3:N3PBKP!^E;X^"1^-NM772?/-BZVNJ%3S3!;C<+Y:,#G)A\O`KN^7ZVLG"
MTO7--D+&X:QT"[TO^$D+.W3^#9"/KLE')+_%R1P<0XO`_=^?_L*I&O[)C,<*
MN'4S>+EBN77]5\*JNOL,\B:T2RZ2PAQ:(*U^K2-OE7S*(2744=/&+$CQ4B'Y
M)4"!S^M.F;1CVJ<289FS>IR&D]9]*)459I:5%S?Q&)YCG]OV7?;?#L6KQDN[
MFH^G4Y&(8G,)T&TE.M552*%)]LX6TO%ZI69U.=OFBVVMT2E5A@K)V*VV^:CJ
M[6X./1^`*/)69EG#2/8MRF,`?4HH4!,(`'S$`\&B3FCJR1[C_
]*U*HH<^TN18R35S(U2/Y:C5HZ`